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EX-31.2 - CERTIFICATION - Prospect Ventures Inc.ex312.htm
EX-32.1 - CERTIFICATION - Prospect Ventures Inc.ex321.htm
EX-31.1 - CERTIFICATION - Prospect Ventures Inc.ex311.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended January 31, 2014
   
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________

000-52452
Commission File Number
 
PROSPECT VENTURES INC.
(Exact name of registrant as specified in its charter)
   
Nevada
98-0513727
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
#98- 50 Carrera 73, Medellin, Colombia
N/A
(Address of principal executive offices)
(Zip Code)
  
                                           1(888)876-9995
(Registrant’s  telephone number, including area code)
 
Dussault Apparel Inc.
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark 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 [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 (§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 [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
[  ]
Accelerated filer
[  ]
       
Non-accelerated filer
[  ]
Smaller reporting company
[X]
(Do not check if a smaller reporting company)
     
 
 

 
 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 
Yes [  ] No [ X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 
Yes [  ]  No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

753,344,347 shares of common stock issued and outstanding as of March 12, 2014
(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)


 
2

 

DUSSAULT APPAREL INC.

   
  Page
 
PART I – Financial Information
 
Financial Statements
  4
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  5
Quantitative and Qualitative Disclosures About Market Risk
  8
Controls and Procedures
  8
     
 
PART II – Other Information
 
Legal Proceedings
  10
Risk Factors
  10
Unregistered Sales of Equity Securities and Use of Proceeds
  10
Defaults Upon Senior Securities
  10
Mine Safety Disclosures
  10
Other Information
  10
Exhibits
  11
    12



 
3

 

PART I - FINANCIAL INFORMATION
 -

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  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 month period ended January 31, 2014, are not necessarily indicative of the results that may be expected for the fiscal year ending October 31, 2014.  For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014 as filed with the Securities and Exchange Commission on February 13, 2014.


PROSPECT VENTURES INC.
(Formerly Dussault Apparel Inc.)
(An Exploration Stage Company)

UNAUDITED FINANCIAL STATEMENTS

January 31, 2014
(Stated in US Dollars)
 

 
Page
Unaudited Financial Statements
 
F-1
F-2
F-3
F-4 to F-10
 


 

 
4

 

PROSPECT VENTURES INC.
(Formerly Dussault Apparel Inc.).
(An Exploration Stage Company)

   
January31,
 2014
(Unaudited)
   
October 31,
2013
(Audited)
 
ASSETS
           
Current assets
           
Cash
  $ 570     $ 290  
Accounts receivable
    -       3,891  
Prepaid expenses
    1,500       -  
Sales tax  receivable
    536       602  
             Total current assets
    2,606       4,783  
                 
Montauban Gold Tailings Project
    360,000       -  
                 
Total assets
  $ 362,606     $ 4,783  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 Current liabilities
               
Accounts payable and accrued liabilities
    139,236       134,278  
Accounts payable – related party
    7,500       -  
Loan Payable
    26,090       22,385  
 Total current liabilities
    172,826       156,663  
                 
 Other Liabilities
               
Convertible note liabilities, net
    31,033       29,133  
Derivative liabilities
    40,100       38,600  
Total Liabilities
    243,959       224,396  
                 
 Stockholders’ Equity
               
Common stock  -  $0.001 par value, authorized 1,050,000, 000 shares; and 753,444,347shares issued and outstanding as at January 31, 2014 and October 31, 2013, respectively
    753,444       353,444  
Additional paid in capital
    12,083,025       12,123,025  
Accumulated deficit
    (12,694,656 )     (12,709,057 )
Accumulated other comprehensive income (loss)
    -       12,975  
Accumulated deficit during development stage
    (23,166 )     -  
Total Stockholders' Deficit
    118,647       (219,613 )
Total Liabilities and Stockholders' Deficit
  $ 362,606     $ 4,783  
 
 
The accompanying notes are an integral part of these financial statements

 
F-1

 

PROSPECT VENTURES INC.
(Formerly Dussault Apparel Inc.)
 (An Exploration Stage Company)

   
Three Months Ended January 31,
   
Date of entering the exploration stage (November 1, 2013) to
 
   
2014
   
2013
   
January 31, 2014
 
                   
General and Administrative Expenses
                 
Professional Fees
  $ 7,961     $ -     $ 7,961  
Consulting Fees
    9,720       -       9,720  
Other Administrative Expenses
    1,798       -       1,798  
Total Expenses
    19,479       -       19,479  
                         
Operating Income (Loss)
    (19,479 )     -       (19,479 )
                         
Other Income (expense)
                       
Change in fair value of derivative liabilities
    (1,500 )     -       (1,500 )
Interest expense
    (2,187 )     -       (2,187 )
                         
Net Income (Loss) before continuing operations
    (23,166 )     -       (23,166 )
Net Income (Loss) from discontinued operations
    14,401       (32,273 )     -  
Net Income (Loss)
  $ (8,765 )   $ (32,273 )   $ (23,166 )
                         
Net (loss) per share – basic and diluted
                       
(Loss) from continuing operations
  $ (0.00 )   $ -          
Net (loss) from discontinued operations
    -       (0.00 )        
Net (loss) per share
  $ (0.00 )   $ (0.00 )        
                         
Weighted Average Number of Common Shares
    488,226,956       340,676,850          
                         

The accompanying notes are an integral part of these financial statements
 


 
F-2

 

PROSPECT VENTURES INC.
(Formerly Dussault Apparel Inc.)
 (An Exploration Stage Company)

   
Three Months ended
January 31,
   
Date of entering the exploration stage
(November 1, 2013) to
 
   
2014
   
2013
   
January 31, 2014
 
Operating activities:
                 
  Net loss
  $ (8,765 )   $ (32,273 )   $ (8,765 )
Add: loss (income) from discontinued operations
    (14,401 )     32,273       (14,401 )
Adjustments to reconcile net loss to net cash used by operating activities:
                       
Change in fair value of derivative liabilities
    1,500       -       1,500  
Amortization of debt discount
    1,900       -       1,900  
Accrued interest on the notes
    287       -       287  
Change in operating assets and liabilities:
                       
Prepaid expenses
    (1,500 )     -       (1,500 )
Accounts payable
    12,579       -       12,579  
Net cash flows provided by (used in) continuing operations
    (8,400 )     -       (8,400 )
Net cash flows provided by (used in) discontinued operations
    -       (5,978 )     -  
Net cash flows provided by (used in) operating activities
    (8,400 )     -       (8,400 )
                         
Investing Activities:
                       
Net cash  used in investing activities from continuing operations
    -       -       -  
Net cash  used in investing activities from discontinued operations
    -       -       -  
Net cash  used in investing activities
    -       -       -  
                         
Financing activities:
                       
Proceeds from demand loans
    8,680       -       8,680  
Net cash provided by (used in) financing activities from continuing operations
    8,680       -       8,680  
Net cash provided by (used in) financing activities from discontinued operations
    -       4,975       -  
Net cash provided by (used in) financing activities
    8,680       4,975       8,680  
                         
Effect of exchange rates on cash from discontinued operation
    -       232          
                         
Net increase (decrease) in cash
    280       (771 )     280  
Cash and equivalents, beginning of period
    290       7,151       290  
Cash, end of period
  $ 570       6,380     $ 570  
                         
Supplemental cash flow disclosures:
                       
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for income taxes
  $ -     $ -     $ -  
                         
Non cash transactions:
                       
Shares issued for acquisition of Montauban Gold Tailings
  $ 360,000     $ -     $ 360,000  

The accompanying notes are an integral part of these financial statements

 
F-3

 

PROSPECT VENTURES INC.
(Formerly Dussault Apparel Inc.)
 (An Exploration Stage Company)
FOR THE THREE MONTHS ENDED JANUARY 31, 2014
(Unaudited – prepared by Management)
 
Note 1 – Basis of Presentation and Nature of Operations
 
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for complete audited financial statements. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these statements. Interim results are not necessarily indicative of results for a full year. Reference is made to the October 31, 2013 audited financial statements of Prospect Ventures Inc. (Formerly Dussault Apparel Inc.) contained in its Annual Report on Form 10-K for the year ended October 31, 2013.
 
Organization and Business of the Company as at January 31, 2014

The financial statements presented are those of Dussault Apparel Inc. (the Company). The Company was incorporated under the laws of the State of Nevada on August 1, 2006 as Release Your Lease Inc. Business operations had not commenced when in May, 2007, control of the company changed hands.
 
On June 11, 2007 Release Your Lease Inc. effected a reverse forward merger with Dussault Apparel, Inc., a Nevada shell company. The name was changed to Dussault Apparel Inc. The Company changed its orientation toward the retail fashion clothing business. The Company opened a retail clothing and accessory store in November, 2007. Designs were produced in the Vancouver, Canada office, manufactured in China and warehoused in Los Angeles. The Company closed this store in November, 2008 in the wake of declining sales and deteriorating economic conditions.  The Company moved operations to Vancouver in 2009. In the spring of 2011 its design and head office moved to Los Angeles California where it was designing apparel for its licensing partner. The Company transitioned from being a manufacturer–wholesaler toward licensing its trademark to other wholesalers, primarily in the Canadian market, while promoting its marque. The Company also purchased the trademark of a cosmetics line. Currently no sales, production or sampling of the cosmetic line has occurred or is planned.    On October 15, 2013, Natalie Bannister resigned as the sole officer and director of the Company and the Board of Directors appointed Alberto Barrientos as the sole member of the Board of Directors and the sole officer of the Company.  With the appointment, the Company determined to seek other business opportunities and on November 21, 2013, the Company entered into an Asset Purchase Agreement with Jervis Explorations, Inc. whereby the Company purchased various mineral claims referred to as “Montauban Gold Tailings” in exchange for 400,000,000 shares of the Company. Further during the period, the Company divested of its licensing agreement in settlement of certain outstanding debt, leaving solely the trademark of the cosmetics line which is has determined to abandon.

On December 9, 2013, the Company received a written consent in lieu of a meeting of stockholders from the holder of 400,000,000 shares of Common Stock (representing 53.1% of the issued and outstanding shares of Common Stock).  The written consent adopted resolutions approving an amendment to the Company’s articles of incorporation changing the name of the Company from Dussault Apparel, Inc. to “Prospect Ventures, Inc.”  In addition, the shareholders approved a reverse stock split at a ratio of 800:1. The name change and the reserve split are subject to the requisite regulatory approvals prior to becoming effective.

The Company has determined to pursue opportunities in the mining sector and no longer has any other operations.  At the report date mineral claims, with unknown reserves, have been acquired. We have not established the existence of a commercially mineable ore deposit and therefore have not reached the development stage and are now considered to be in the exploration stage.
 
Note 2 – Summary of Significant Accounting Policies
 
Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.

 
F-4

 

PROSPECT VENTURES INC.
(Formerly Dussault Apparel Inc.)
 (An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2014
(Unaudited – prepared by Management)
 
Note 2 – Summary of Significant Accounting Policies (continued)
 
Exploration Stage
Prospect Ventures Inc. (Formerly Dussault Apparel Inc.) is an exploration stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”.  The Company has not yet established a commercially mineable deposit.

Mineral Property Acquisition Costs
Mineral property acquisition costs are initially capitalized when incurred. These costs are then assessed for impairment when factors are present to indicate the carrying costs may not be recoverable. Mineral exploration costs are expensed when incurred.

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 ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable.   When circumstances dictate the requirement for an impairment analysis, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

Foreign Currency Translation
The functional currency of the Company is the United States Dollar however, we anticipate certain transactions may also take place in Canadian dollars. . All transactions initiated in Canadian Dollars are translated to U.S. Dollars in accordance with ASC 830-10-20 “Foreign Currency Translation” as follows:

·
Revenue and expense items at the average rate of exchange in effect on the transaction date;
 
·
Non-monetary assets and liabilities at historical exchange rates, unless such items are carried at market, in which case they are translated at the exchange rate in effect on the balance sheet date; and
 
·
Monetary assets and liabilities at the exchange rate at the balance sheet date.
 
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of comprehensive income (loss). Therefore, translation adjustments are not included in determining net income but reported as other comprehensive income.
 
For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.

On December 13, 2013, the Company assigned its rights under the royalty distribution agreement between the Company and JX Apparel Ltd. to a creditor of the Company in full and final settlement of outstanding debt with the creditor. The Company discontinued the operations under the licensing agreement and any royalties owing at the time of the agreement were paid to the creditor.  Thus the October 31, 2013 royalty was paid to the creditor under the agreement. We have reflected accumulated comprehensive income of $12,975 as discontinued operations income (expenses).

 
F-5

 

PROSPECT VENTURES INC.
(Formerly Dussault Apparel Inc.)
 (An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2014
(Unaudited – prepared by Management)
 
Note 2 – Summary of Significant Accounting Policies (continued)

Fair value of financial instruments
The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
 
 ·
Level 1: Quoted prices in active markets for identical assets or liabilities.
 ·
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
 
 ·
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
 
The following are the major categories of liabilities measured at fair value on a recurring basis as of January 31, 2014 and October 31, 2013, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):
 
     
January 31, 2014
 
October 31, 2013
Derivative liabilities
Level 3
 
$
40,100
   
$
38,600
 

Derivative Liabilities
Fair value accounting requires bifurcation of embedded derivative instruments, such as ratchet provisions or conversion features in convertible debt or equity instruments, and measurement of their fair value. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.
 
Once derivative liabilities are determined, they are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value is recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.
 

 
F-6

 

PROSPECT VENTURES INC.
(Formerly Dussault Apparel Inc.)
 (An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2014
(Unaudited – prepared by Management)
 
Note 2 – Summary of Significant Accounting Policies (continued)

Loss Per Common Share
Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the periods presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. The Company has potentially dilutive securities in convertible loans payable; however the conversion would be anti-dilutive and is not considered in the calculation.
 
Royalty Income
Prior to re-entering the development stage, the Company received royalty income from licensing third parties to use its intellectual property by way of a royalty of 4% based on top line gross sales. On December 13, 2013, effective November 1, 2013, consistent with the determination in November 2013 to enter the mining industry, the Company assigned its existing royalty agreement to an unrelated third party creditor to settle certain outstanding debt.   The agreement called for any unpaid royalties at the date of the assignment to be paid to the creditor, thus the royalties due and payable to the Company as at October 31, 2013 were paid directly to the creditor pursuant to the agreement and have been reallocated from the Company’s accounts receivable to offset liabilities with the creditor, with any remaining balance being written off and included as a part of discontinued operations.

Recent Accounting Pronouncements
ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment is applicable to fiscal years beginning after December 15, 2011. Early application is permitted. The Company does not expect this ASU has a material impact on its financial position or carrying value of its intangible assets at this time.
 
The Company does not expect the adoption of any other recent accounting pronouncements will have a material impact on its financial statements. 

Going Concern
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company as at January 31, 2014 had not established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.
 
As shown in the accompanying financial statements, the Company continues to incur losses, with revenues declining year over year and the Company has effected a change of business and is now an exploration stage company with no immediate expectation of revenues. Its ability to continue as a going concern is dependent on the Company generating profitable operations in the future and/or its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come dueIf the Company is unable to become profitable, the Company could be forced to cease operations. Management cannot provide any assurances that the Company will be successful in its current operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Classification
Certain reclassifications have been made to the prior year’s financial statements and notes thereto for comparative purposes to conform to the current year’s presentation. These classifications have no effect on previously reported results of operations.

 
F-7

 


PROSPECT VENTURES INC.
(Formerly Dussault Apparel Inc.)
 (An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2014
(Unaudited – prepared by Management)

Note 4 – Montauban Gold Tailings

On November 21, 2013, the Company entered into an Asset Purchase Agreement with Jervis Explorations, Inc. whereby the Company agreed to purchase various mineral claims referred to as “Montauban Gold Tailings” in exchange for 400,000,000 shares of the Company to be issued from Treasury (the “Agreement”).  The purchase will be subject to a 3% royalty payment made by the Company to Jervis Exploration, Inc.  Per the terms of the Agreement, "3% Net Smelter Returns" means 3% of the net amount of money received by the Purchaser for its own account from the sale of ore, or ore concentrates or other mineral products from the Claims to a smelter or other mineral products buyer after deduction of smelter and/or refining charges, ore treatment charges, penalties and any and all charges made by the purchaser of ore, concentrates, or other mineral products, less any and all transportation costs which may be incurred in connection with the transportation of ore or concentrates, less all umpire charges which the purchaser may be required to pay.

The Company capitalized the fair value of the 400,000,000 shares on the agreement date, November 21, 2013, in the amount of $360,000. 400,000,000 shares were issued on December 31, 2013.

Note 5 – Discontinued operations

On March 13, 2013, the Company and the licensee of its trademarks and intellectual property renegotiated the royalty agreement so that effective August 1, 2012 the Company would receive a 4% royalty based on top line gross sales as opposed to a royalty of 50% of the total sales, net of all costs of goods, returns, marketing expenses, shipping costs and fees. The term of the original agreement commenced  August 1, 2010 and ended  July 31, 2013, with a three year renewal option beginning August 1, 2013  and ending July 31, 2016, which option was exercised in the period ended July 31, 2013. On December 13, 2013, the Company assigned its rights under the royalty distribution agreement between the Company and JX Apparel Ltd. to a creditor of the Company in full and final settlement of outstanding debt with the creditor.  The agreement called for any unpaid royalties at the date of the agreement be paid to the creditor, thus the royalties payable to the Company as at October 31, 2013 included in accounts receivable were paid directly to the creditor pursuant to the agreement and reallocated from the Company’s accounts receivable to offset liabilities with the creditor, with any remaining balance being written off and included as a part of discontinued operations.

Net income (loss) from discontinued operations:

   
For the three months
Ended January 31,
 
     
2014
     
2013
 
                 
Revenue
 
$
-
   
$
1,796
 
Gross Profit
   
-
     
1,796
 
                 
General and Administrative Expenses
               
Professional Fees
   
-
     
10,600
 
Consulting
   
-
     
8,794
 
Other Administrative Expenses
   
-
     
4,301
 
Change in fair value of derivative liabilities
   
-
     
(325
)
Interest expense
   
59
     
10,699
 
(Gain) on  assignment of royalty agreement to settle loan payable
   
(1,559
)
   
-
 
(Gain) on foreign exchange transactions
   
(12,901
)
   
-
 
Total general and administrative expenses
   
(14,401
)
   
34,069
 
Net Income (Loss) from discontinued operations
 
$
14,401
   
$
(32,273
)
 
 
F-8

 
 
PROSPECT VENTURES INC.
(Formerly Dussault Apparel Inc.)
 (An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2014
(Unaudited – prepared by Management)

Note 5 – Discontinued operations (continued)

Cash flow from discontinued operations:

   
For the three months
Ended January 31,
 
     
2014
     
2013
 
Cash flow from operating activities
 
$
-
   
$
(5,978
)
Cash flow from financing activities
   
-
     
4,975
 
Effective on foreign exchange transaction
   
-
     
232
 
Cash flow from discontinued operations
 
$
-
   
$
(771
)

Note 6 – Convertible Promissory Note and Derivative Liabilities
 
On April 1, 2010 the Company issued a promissory note to Perati Finance Corporation for $38,000. The note matures in five years and accrues interest at 3%. The loan is convertible to common stock with a conversion price being the greater of $0.01 or 50% of the average closing bid prices for the ten trading days immediately preceding the conversion date. In our evaluation of the financing arrangement, we concluded that the conversion features were not afforded the exemption as a conventional convertible instrument and it did not otherwise meet the conditions set forth in current accounting standards for equity classification. Accordingly, they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities. Since equity classification is not available for the conversion feature, we were required to bifurcate the embedded conversion feature and carry it as a derivative liability, at fair value. Derivative financial instruments are carried initially and subsequently at their fair values.

We estimated the fair value of the compound derivative on the inception dates, and subsequently, using the Black-Scholes Merton valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk free rates) that are necessary to fair value complex compound derivate instruments.

As a result of the application of ASC No. 815 in three month period ended January 31 and fiscal year ended October 31, 2013, the fair value of the conversion feature is summarized as follows:
 
Derivative liabilities, October 31, 2013
 
$
38,600
 
Fair value mark to market adjustment
   
1,500
 
Derivative liabilities, January 31, 2014
 
40,100
 
 
On the transaction date, the Company recorded the debt discount to the extent of the gross proceeds raised, and recorded the derivative expense immediately to the remaining value of the gross proceeds as it exceeded the derivative liabilities. The Company recorded a derivative expense of $1,500 in the current three month period ended January 31, 2014 and derivate expenses of $900 in the three month period ended January 31, 2013, which amount has been reclassified as discontinued expenses.
 
The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of January 31, 2014 and October 31, 2013:
 
 
F-9

 

PROSPECT VENTURES INC.
(Formerly Dussault Apparel Inc.)
 (An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2014
(Unaudited – prepared by Management)

Note 6 – Convertible Promissory Note and Derivative Liabilities (continued)

   
Commitment Date
   
Re-measurement
January 31, 2014
   
Re-measurement
October 31, 2013
 
Expected dividends
   
0
%
   
0
%
   
0
%
Expected volatility
   
293.92
%
   
324.41
%
   
253.96
%
Expect term
 
5 years
   
2 years
   
2 years
 
Risk free interest rate
   
2.35
%
   
0.34
%
   
0.31
%
 
Amortization of the $38,000 discount over the three month period ended January 31, 2014 and 2013 is $1,900, which amount has been recorded as interest expense and are reflected on the Company's balance sheet as Convertible Note Liabilities, Net.  The unamortized discount of $6,967 will be expensed in future fiscal years.

During the three months ended January 31, 2014 and2013 the Company accrued interest expenses of $287. As of January 31, 2014 and October 31, 2013, accrued interests on the convertible notes totaled $4,954 and $4,667, which is reflected in accounts payable and accrued liabilities.
 
On September 17, 2013, Perati Finance Corporation assigned all of the rights, title and interest in and to the convertible note to Titan Capital Corp. 

Note 7 – Common Stock
 
On November 21, 2013, the Company entered into an Asset Purchase Agreement with Jervis Explorations, Inc. whereby the Company agreed to purchase various mineral claims referred to as “Montauban Gold Tailings” in exchange for 400,000,000 shares of the Company to be issued from Treasury (the “Agreement”). The fair value of the 400,000,000 shares on the agreement date, November 21, 2013, was in the amount of $360,000.  The 400,000,000 shares were issued on December 31, 2013.

As at January 31, 2014, there were a total of 753,444,347 shares of common stock issued and outstanding.

Note 8 – Demand Loan
 
During the fiscal year ended October 31, 2013, the Company received funds in the amount of $4,975 from a third party lender. The amount was unsecured, bears interest at 10% per annum, and is due on demand. On December 13, 2013, the Company assigned its rights under the royalty distribution agreement between the Company and JX Apparel Ltd. to the third party lender of the Company in full and final settlement of outstanding debt in the principal amount of $4,975 and accumulated unpaid interest of $442 with the creditor. The Company assigned the accounts receivable as at October 31, 2013 of CAD$4,090 (USD$3,858) to the creditor. The Company recorded a gain on the transaction of $1,559 which amount is reflected as a part of discontinued operations.


 
F-10

 

PROSPECT VENTURES INC.
(Formerly Dussault Apparel Inc.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2014
(Unaudited – prepared by Management)

Note 8 – Demand Loan (continued)

As of the fiscal year ended October 31, 2013, the Company received funds in the amount of $17,410 from a third party lender. During the three month period ended January 31, 2014, we further received funds in the amount of $8,680 from the same third party. As of January 31, 2014, there is a total of $26,090 reflected on the balance sheets as loans payable. These amounts are unsecured, interest free and are due on demand.

Note 9 – Related Party Transactions
 
 During the three month period ended January 31, 2014, Mr. Barrientos, the Company’s CEO and a member of the Board of Directors, charged the Company $7,500 for consulting fees. The Company did not make any cash payments to Mr Barrientos, leaving $7,500 on the balance sheet as accounts payable – related party as of January 31, 2014.

The Company issued 400,000,000 shares of common stock to Jervis Explorations, Inc. under the Asset Purchase Agreement dated November 21, 2013.  Jervis Explorations, Inc. holds 53.09% of the outstanding shares of common stock and became the major shareholder of the Company.
 
Note 10 – Subsequent Events

On March 21, 2014 the Company received notice from FINRA that the name change to Prospect Ventures Inc.,  and reverse split of 800:1 were effective. The Company received a new CUSIP number of 74360A106 in connection with the name change and reverse stock split.
 
The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there were no other subsequent events to disclose.

 
F-10

 


This Quarterly Report on Form 10-Q contains forward-looking statements relating to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Given these uncertainties, readers of this Quarterly Report on Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements.  The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
 
All dollar amounts stated herein are in US dollars unless otherwise indicated.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").  The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended January 31, 2013, together with notes thereto.

As used in this quarterly report, the terms "we", "us", "our", and the "Company" mean Dussault Apparel Inc.

Background

We were incorporated on October 1, 2006 in the State Nevada under the name Release Your Lease Inc. Effective June 11, 2007, we completed a merger with our wholly subsidiary Dussault Apparel Inc., a company created solely for the purpose of the merger and change of name to Dussault Apparel Inc. From the date of the merger with Dussault Apparel Inc. until November 21, 2013, the Company operated solely in the garment industry initially by being a manufacturer–wholesaler and to licensing of its trademark to other wholesalers in the primarily in the Canadian market, while promoting its marque. The Company also purchased the trademark of a cosmetics line. Currently no sales, production or sampling of the cosmetic line has occurred or is planned.  As business continued to decline, the Company renegotiated its licensing agreement in early 2013 to receive royalty income only for its designs with one current manufacturer.  
 
On October 15, 2013, the Board of Directors and management changed with the appointment of Orlando Alberto Barrientos Acevedo (“Alberto Barrientos”) being appointed the sole officer and director. A review of the current business of the Company was made and a determination was made to change the business of the Company.  
 
 
5

 
On November 21, 2013, the Company entered into an Asset Purchase Agreement with Jervis Explorations, Inc. whereby the Company purchased various mineral claims referred to as “Montauban Gold Tailings” in exchange for 400,000,000 shares of the Company.    This acquisition enacted a change of business of the Company and effected a change of control with Jervis Explorations, Inc. becoming the controlling shareholder of the Company. The Company is currently divesting itself of all of its prior business assets and will solely operate in the mining industry.
 
On December 9, 2013, the Company received a written consent in lieu of a meeting of stockholders from the holder of 400,000,000 shares of Common Stock (representing 53.1% of the issued and outstanding shares of Common Stock).  The written consent adopted resolutions approving an amendment to the Company’s articles of incorporation changing the name of the Company from Dussault Apparel, Inc. to “Prospect Ventures, Inc.”  In addition, the shareholders approved a reverse stock split at a ratio of 800:1. The name change and the reserve split are subject to the requisite regulatory approvals prior to becoming effective. On March 21, 2014 the Company received notice from FINRA that the name change and reverse split were effective. The Company received a new CUSIP number of 74360A106 in connection with the name change and reverse stock split.
 
At the report date mineral claims, with unknown reserves, have been acquired. We have not established the existence of a commercially mineable ore deposit and therefore have not reached the development stage and are considered to be in the exploration stage.
 
Liquidity & Capital Resources
 
As of January 31, 2014, our cash balance was $570, which is an increase from our cash balance of $290 as of October 31, 2013. Total current assets decreased to $2,606 as at January 31, 2014 from $4,783 (October 31, 2013) as we collected receivables, received operating loans and paid down expenses. Accounts receivables decreased to $Nil as at January 31, 2014 from $3,891 at October 31, 2013 due to the assignment of our royalty income to a third party creditor in full satisfaction of amounts due and payable. We had prepaid expenses of $1,500 at January 31, 2014 as compared to $Nil at October 31, 2013, related to the prepayment of fees to legal counsel in regard to our name change.   We had a sales tax receivable of $536 at January 31, 2014 which reflects a slight decrease from $602 at October 31, 2013 as a result of a reduction to amounts payable for an invoice received in a prior period. During the three months ended January 31, 2014 we obtained and used loans totaling $8,680 to pay various operating expenses related to the ongoing management of the Company as compared to loans of $17,410 during the fiscal year ended October 31, 2013. Loans payable at January 31, 2014 totaling $26,090 are secured by interest free demand promissory notes. We settled a loan in the amount of $4,975 plus accrued interest of $442 during the three months ended January 31, 2014 by way of the assignment of our royalty agreement as described above.
 
We had no revenue for the three months ended January 31, 2014 due to our change in business.   The Company has undertaken a change of business and has acquired certain mining assets.   The Company is now an exploration stage company as it has not yet confirmed any reserves on its mineral properties.  Capital requirements for operations over the next twelve months are estimated to be a maximum of $275,000 which the Company believes will pay operating expenses and pay off its existing liabilities. The Company is not at this time in a position to state the capital requirements that will be needed for its mining project which is presently under review. Since our inception, we have been dependent on investment capital as an important source of liquidity. During the period covered by this report, the Company has divested itself of its royalty income in settlement of loans in the amount of approximately $5,000 with a third party creditor. The Company will no longer have revenue to apply to operations, however, operations for the last two fiscal years generated negative cash flow and the Company has determined to divest all unrelated operations so that it may focus its attentions on its new project in the mining industry. Management believes that if it can successfully finance its mining project, it will generate sufficient revenues to maintain all of its operational costs and ultimately generate a profit for the Company. We need to secure additional working capital in the short-term in order to sustain our operations and execute our business plan. We have incurred operating losses since inception, and this is likely to continue into the fiscal year ending October 31, 2014 and beyond. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis should it be required, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.
 
Our ability to meet our financial commitments is primarily dependent upon the continued issuance of equity to new stockholders, the ability to borrow funds, and ultimately upon our ability to achieve and maintain profitable operations. There are no assurances that we will be able to obtain required funds for our continued operations or that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.
 
There is substantial doubt about our ability to continue as a going concern, as the continuation of our business is dependent upon obtaining further short and long-term financing and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
 
 
6

 
Results of Operations
 
The discussion and financial statements contained herein are for our fiscal year ended January 31, 2014 and January 31, 2013 with an inception date of November 1, 2013.   As the Company has gone through a change of control and discontinued certain business operations there is no comparable operational figures for the period ended  January 31, 2013 as all of the amounts for the periods prior to November 1, 2013 are reported as discontinued operations.  The following discussion regarding our financial statements should be read in conjunction with our financial statements included herewith.
 
We have suffered recurring losses from operations. The continuation of our Company is dependent upon us attaining and maintaining profitable operations and raising additional capital as needed. In this regard, we have successfully raised additional capital through equity offerings and loan transactions in the past and presently believe we will be able to do so in the future, though we can offer no assurance of this outcome as no specific arrangements are in place.
 
The Three Months Ended January 31, 2014
For the three month period ended January 31, 2014, our loss from continuing operations was $19,479.  We recorded a loss of $32,273 from discontinued operations for the three months ended January 31, 2013. This decrease was mainly due to a reduction in administrative expenses.   We incurred professional fees of $7,961, $9,720 for consulting fees and other administrative expenses of $1,798 for the three months ended January 31, 2014. We incurred total expenses of $19,479 during the three months ended January 31, 2014 with no comparable expense during the three months ended January 31, 2013 due to the change in business which was effected in the current period.
 
During the three month period ended January 31, 2014 the Company recorded a net loss of $8,765 which was a substantial reduction in net losses of $32,273 for the three month period ended January 31, 2013.  The net loss included a change in the fair value of derivative liabilities of $1,500 and interest expense of $2,187, with no comparable figures for the period ended January 31, 2013 as all losses for that period were reallocated to discontinued operations.  The Company recorded a gain from discontinued operations of $14,401 for the period ended January 31, 2014 as compared to a loss from discontinued operations of (32,273) for the period ended January 31, 2013.    Net losses from inception (November 1, 2013) were $23,166.
 
Critical Accounting Policies and Estimates
 
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.
 

 
7

 
Off- Balance Sheet Arrangements

The Company presently does not have any off-balance sheet arrangements.


A smaller reporting company is not required to provide the information required by this Item.


Evaluation of Disclosure Controls and Procedures

Our management, under supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).  Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of January 31, 2014, because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f).  Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation.  In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of January 31, 2014.  In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.   Based on its assessment, management concluded that, as of January 31, 2014, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.

 
8

 
As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.  In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of January 31, 2014:

1)  
Lack of an independent audit committee or audit committee financial expert, and no independent directors.  We do not have any members of the Board who are independent directors and we do not have an audit committee.  These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;
2)  
Inadequate staffing and supervision within our bookkeeping operations.  We have a consulting firm involved in bookkeeping functions.  The fact that the accounting staffs providing bookkeeping functions are all from the same firm of consultants prevents us from segregating duties within our internal control system.  The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;
3)  
Outsourcing of our accounting operations.  Because there are no employees in our administration, we have outsourced all of our accounting functions to an independent firm.  The employees of this firm are managed by supervisors within the firm and are not answerable to the Company’s management.  This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the independent firm;
4)  
Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Changes in Internal Control over Financial Reporting

As of January 31, 2014, management assessed the effectiveness of our internal control over financial reporting.  Based on that evaluation, it was concluded that during the quarter ended and to date, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting.  However, management believes these weaknesses did not have an effect on our financial results.  During the course of their evaluation, management did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.

Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses.  We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so.  We will implement further controls as circumstances, cash flow, and working capital permits.  Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the period ended January 31, 2014, fairly present our financial position, results of operations, and cash flows for the periods covered, as identified, in all material respects.

Management believes that the material weaknesses set forth above were the result of the scale of our operations and intrinsic to our small size.  Management also believes that these weaknesses did not have an effect on our financial results.

We are committed to improving our financial organization.   As part of this commitment, we will, as soon as funds are available to the Company (1) appoint outside directors to our board of directors sufficient to form an audit committee and who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources.  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.

This Quarterly Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report.

During the quarter ended January 31, 2014, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


 
9

 

PART II – OTHER INFORMATION


None


A smaller reporting company is not required to provide the information required by this Item.


There were no unregistered securities to report which were sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in our Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.


None.


Not Applicable


None.

 
10

 

 
Exhibits:
Exhibit No.     Description  
3.1
Articles of Incorporation
Incorporated by reference from our Registration Statement on Form SB-2 filed on January 11, 2007.
3.2
Bylaws
Incorporated by reference from our Registration Statement on Form SB-2 filed on January 11, 2007.
3.3
Articles of Merger
Incorporated by reference from our Form 8-K filed on June 16, 2007.
3.4
Certificate of Change
Incorporated by reference from our Form 8-K filed on June 16, 2007.
10.1
Distribution Agreement dated November 10, 2009, between our company and EHM Holdings.
Incorporated by reference from our Quarterly Report on Form 10-Q filed on March 22, 2010.
10.2
Merchandising License Agreement dated October 31, 2009, between our company and USPA Accessories, LLC.
Incorporated by reference from our Quarterly Report on Form 10-Q filed on March 22, 2010.
10.3
 Distribution Agreement between the Company and JX Apparel Ltd.
Incorporated by reference from our Form 8-K filed on June 3, 2013.
10.4
Asset Purchase Agreement between the Company and Jervis Explorations Inc.
Incorporated by reference from our Form 8-K on November 26, 2013
31.1
Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
31.2
Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
 

 
11

 


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.



   
PROSPECT VENTURES INC.
       
Date:
April 1, 2014
By:
/s/ Alberto Barrientos
   
Name:
Alberto Barrientos
   
Title:
Chief Executive Officer and President (Principal Executive Officer) Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
       


 
12