UNEEQO, INC. - Quarter Report: 2015 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Commission file number 000-54977
KORE RESOURCES INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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(State or other jurisdiction of incorporation or organization)
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1101 Brickell Ave., South Tower, 8th Floor
Miami, FL 33131
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(Address of principal executive offices, including zip code.)
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(318) 470-9456
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(telephone number, including area code)
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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES x NO o
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 x NO o
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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES x NO o
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 127,500,000 shares of common stock as of May 20, 2015.
KORE RESOURCES, INC.
FINANCIAL STATEMENTS
March 31, 2015
TABLE OF CONTENTS
PART I. - FINANCIAL INFORMATION
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Page
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ITEM 1
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FINANCIAL STATEMENTS
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Unaudited Balance Sheets
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3
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Unaudited Statements of Operations
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4
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Unaudited Statements of Cash Flows
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5
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Condensed Notes to Interim Financial Statements (unaudited)
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6
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ITEM 2
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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9
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ITEM 3
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Quantitative and Qualitative Disclosures about Market Risk
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12
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ITEM 4
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Controls and Procedures
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12
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PART II
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OTHER INFORMATION
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13
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ITEM 1
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Legal Proceedings
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13
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ITEM 1A
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Risk Factors
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13
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ITEM 2
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Unregistered Sales of Equity Securities and Use of Proceeds
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13
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ITEM 3
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Defaults Upon Senior Securities
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13
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ITEM 4
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Mine Safety Disclosures
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13
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ITEM 5
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Other Information
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13
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ITEM 6
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Exhibits
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13
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SIGNATURES
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14
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KORE RESOURCES. INC.
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BALANCE SHEETS
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(UNAUDITED)
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March 31,
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June 30,
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2015
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2014
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(Audited)
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ASSETS
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CURRENT ASSETS
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Cash
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$ | 2,142 | $ | 19,784 | ||||
Prepaid expenses
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- | 2,192 | ||||||
TOTAL CURRENT ASSETS
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2,142 | 21,976 | ||||||
OTHER ASSETS
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Deposits
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- | 3,900 | ||||||
Property, Plant and Equipment, Net of accumalated depreciation of $938 and $0, respectively
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5,314 | 4,426 | ||||||
Intangible Assets, Net of accumulated depreciation of $2,130 and $0, respectively
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12,078 | 14,208 | ||||||
TOTAL OTHER ASSETS
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17,392 | 22,534 | ||||||
TOTAL ASSETS
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$ | 19,534 | $ | 44,510 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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CURRENT LIABILITIES
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Accounts payable
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$ | 29,016 | $ | 1,000 | ||||
Accrued expenses
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24,280 | - | ||||||
Due to related party
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3,486 | 58,483 | ||||||
Note payable
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15,000 | - | ||||||
TOTAL CURRENT LIABILITIES
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71,782 | 59,483 | ||||||
COMMITMENTS AND CONTINGENCIES
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STOCKHOLDERS’ DEFICIT
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Common stock, $0.00001 par value, 150,000,000 shares authorized, 127,750,000 shares issued and
outstanding |
12,775 | 100 | ||||||
Additional paid in capital
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262,325 | - | ||||||
Subscription receivable
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(70,000 | ) | - | |||||
Accumulated deficit
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(257,348 | ) | (15,073 | ) | ||||
TOTAL STOCKHOLDERS' DEFICIT
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(52,248 | ) | (14,973 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 19,534 | $ | 44,510 |
See accompanying notes to consolidated
financial statements.
3
KORE RESOURCES, INC.
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STATEMENT OF OPERATIONS
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(UNAUDITED)
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For the
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For the
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three months
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nine months
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ended
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ended
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March 31, 2015
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March 31, 2015
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OPERATING EXPENSES
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Consulting
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10,500 | 114,749 | ||||||
General and administrative
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33,366 | 136,526 | ||||||
Total Operating Expenses
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43,866 | 251,275 | ||||||
NET LOSS FROM OPERATIONS
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(43,866 | ) | (251,275 | ) | ||||
Other income:
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Other income
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- | 9,000 | ||||||
NET LOSS BEFORE PROVISION FOR TAX
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(43,866 | ) | (242,275 | ) | ||||
Provision for Income Taxes
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- | - | ||||||
NET LOSS
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$ | (43,866 | ) | $ | (242,275 | ) | ||
Net loss per share - basic and diluted
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(0.00 | ) | (0.00 | ) | ||||
Weighted average number of shares outstanding during the period - basic
and diluted |
127,750,000 | 127,750,000 |
See accompanying notes to consolidated financial statements.
4
For the Nine Months
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Ended
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March 31, 2015
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (242,275 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities:
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Stock-based compensation
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- | |||
Depreciation expense
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3,068 | |||
Changes in operating assets and liabilities:
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Prepaid expenses
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2,192 | |||
Deposits
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3,900 | |||
Accounts payable
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28,018 | |||
Accrued expenses
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24,280 | |||
Due to related party
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(54,997 | ) | ||
Net Cash Used In Operating Activities
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(235,814 | ) | ||
CASH FLOWS FROM INVESTING ACTIVITIES
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Cash paid for purchase of fixed assets
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(1,828 | ) | ||
Net Cash Used In Investing Activities
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(1,828 | ) | ||
CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from note payable
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15,000 | |||
Proceeds from sale of common stock
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205,000 | |||
Net Cash Provided By Financing Activities
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220,000 | |||
NET(DECREASE) IN CASH
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(17,642 | ) | ||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
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19,784 | |||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
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$ | 2,142 | ||
Supplemental disclosure of non cash investing & financing activities:
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Cash paid for income taxes
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$ | - | ||
Cash paid for interest expense
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$ | - | ||
Non Cash Transactions:
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Common stock issued in reverse merger
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$ | 12,500 | ||
Shares issued for stock subscription receivable
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$ | 150,000 |
See accompanying notes to consolidated financial statements.
5
KORE RESOURCES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2015
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Kore Resources, Inc. (the "Company") was incorporated in the State of Nevada on January 6, 2012. The Company was organized to develop and explore mineral properties in the State of Nevada.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information necessary for a comprehensive presentation of financial position and results of operations. The interim results for the period ended March 31, 2015 are not necessarily indicative of results for the full fiscal year. It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.
On June 30, 2014, the “Company” we entered into a Share Exchange Agreement (the “Exchange Agreement”) with WeedWeb Inc, a privately held Nevada corporation (“WeedWeb”) and Weedweb’s controlling stockholder Mary Kay Tantum (“Tantum”). As a result of the transaction (the “Exchange”) we acquired 10,000,000 shares of common stock of WeedWeb and it became our wholly-owned subsidiary. In accordance with the terms of the Exchange Agreement, at the closing an aggregate of 15,000,000 shares of our common stock were issued to Tantum in exchange for her shares of WeedWeb. Each of us, WeedWeb and Tantum provided customary representations and warranties, pre-closing covenants and closing conditions in the Exchange Agreement. In connection with these transactions, Ms. Tantum and Level Up Investments LLC entered into an agreement with Young Ju Yi, our former CEO and Director, to purchase 60,000,000 shares of our common stock from Young Ju Yi for a total purchase price of $30,000. Ms. Tantum and Level Up Investments LLC each acquired 30,000,000 shares of our common stock pursuant to this agreement. This resulted in a change in control of the Corporation. Level Up Investments, LLC was not a shareholder of Weedweb, Inc. prior to its acquisition by the Corporation. In addition to being a shareholder of the Company, Level Up Investments LLC was instrumental in finding funding for the early development stage of the Weedweb website.
In accordance with ASC Topic 360-10-45-15, the transaction is accounted for as a reverse acquisition and WeedWeb, Inc. is considered the accounting acquirer and the acquiree is Kore Resources, Inc. since the members of WeedWeb, Inc. obtained voting and management control of Kore Resources, Inc. the transaction has been accounted as a reverse merger and recapitalization.
Immediately subsequent to the Exchange, we entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Conveyance Agreement”) with our former officer and director, Mr. Young Ju Yi. Pursuant to the Conveyance Agreement, we transferred all assets and business operations associated with our mining business to Mr. Young Ju Yi. As a result of this Agreement, we are no longer pursuing our former business plan.
In connection with these transactions, Ms. Tantum and Level Up Investments LLC entered into an agreement with Young Ju Yi to purchase 60,000,000 shares of our common stock from Young Ju Yi for a total purchase price of $30,000. Ms. Tantum and Level Up Investments LLC each acquired 30,000,000 shares of our common stock pursuant to this agreement.
Effective April 29, 2015, the Company entered into a Confidential Settlement and Mutual Release Agreement (the “Settlement Agreement”) with WeedWeb Inc, a privately held Delaware corporation (“WeedWeb ”) and Weedweb’s controlling stockholder Mary Kay Tantum (“Tantum”). Pursuant to this agreement, we are to unwind the share exchange transactions which were made in connection with a share exchange agreement dated June 30, 2014, among the same parties. The decision to unwind and rescind the transaction was in large part as a result of lack or performance and lack of consideration required pursuant to the terms of the share exchange agreement. As a result, the parties mutually concluded that rescinding the transaction was warranted in the circumstances.
Kore Resources, Inc. and its wholly owned subsidiaries are herein referred to as the “Company”.
6
Use of Estimates in Financial Statements
The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates during the period covered by these financial statements include the valuation of website costs, valuation of deferred tax asset, stock based compensation and any beneficial conversion features on convertible debt.
NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements issued by FASB (including the Emerging Issues Task Force), the AICPA and the SEC, did not or are not believed by the Company management, to have a material impact on the Company’s present or future financial statements.
In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities". The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The Company elected early adoption of ASU 2014-10. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company. The company elected early adoption of ASU 2014-10.
No other accounting pronouncements issued by FASB (including the Emerging Issues Task Force), the AICPA and the SEC, did not or are not believed by the Company management, to have a material impact on the Company’s present or future financial statements
NOTE 3 - GOING CONCERN
The Company has sustained operating losses since inception, and as of March 31, 2015 the Company has an accumulated deficit of $257,348. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required.
The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
Management is working to begin principal revenue generating operations; however, it may not be able to do so within the next fiscal year. Management is also seeking to raise additional working capital through various financing sources, including the sale of the Company’s equity securities, which may not be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to continue our exploration stage business as desired and operating results will be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us or our stockholders.
Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the holders of our common stock.
7
NOTE 4 - COMMON STOCK
On September 1, 2014, we entered into a Funding Agreement with Craigstone Ltd., pursuant to which Craigstone agreed to purchase 2,500,000 shares of our common stock for ten cents ($0.10) per share and a warrant to acquire Five Hundred Thousand (500,000) shares of common stock of the Company at an exercise price of Twenty Cents ($0.20) per share. The Company initially received $100,000 in cash from Craigstone and recorded a stock subscription receivable of $150,000; of that amount $50,000 has been received. As of March 31, 2015, the Company has received a total of $180,000 of the purchase price. The remaining $70,000 is recorded as a stock subscription receivable. The Company anticipates collection of the remaining balance before June 30, 2015.
On September 5, 2014 we entered into a Funding Agreement with Maverick LLC., pursuant to which Maverick agreed to purchase 250,000 shares of our common stock for ten cents ($0.10) per share, for a total purchase price of $25,000.
Both Craigstone and Maverick funding agreements remain unchanged as result of the unwind of the merger.
NOTE 5 – RELATED PARTIES
Between April 22, 2014 (Inception) to December 31, 2015, a related party paid operating expense for the Company as of March 31, 2015 the related party is owed a total amount of $3,486. A separate related party also paid for the intangible and fixed assets for the Company in the amount of $18,634.
NOTE 6 – NOTE PAYABLE
On November 14, 2014 the Company entered into a promissory note in the amount of $15,000. The note is due on May 14, 2015 and is non interesting bearing. If the note is not repaid by May 14, 2015 it shall bear interest at a rate of 15% per annum. The unwind of the merger has no effect on this note.
NOTE 7 – SUBSEQUENT EVENTS
Effective April 29, 2015, the Company entered into a Confidential Settlement and Mutual Release Agreement (the “Settlement Agreement”) with WeedWeb Inc, a privately held Delaware corporation (“WeedWeb ”) and Weedweb’s controlling stockholder Mary Kay Tantum (“Tantum”). Pursuant to this agreement, we are to unwind the share exchange transactions which were made in connection with a share exchange agreement dated June 30, 2014, among the same parties. The decision to unwind and rescind the transaction was in large part as a result of lack or performance and lack of consideration required pursuant to the terms of the share exchange agreement. As a result, the parties mutually concluded that rescinding the transaction was warranted in the circumstances.
As a result of unwinding the transactions, WeedWeb will no longer be our subsidiary as we have agreed to return an aggregate of 10,000,000 common shares of WeedWed to the former shareholders of WeedWeb. Further, the former shareholders of WeedWeb will return to us 30,000,000 shares of our common stock and WeedWeb will retain all assets necessary to effectuate its business and operations as currently conducted. The Settlement Agreement contains a general release and covenant not to sue pursuant to which we, WeedWeb, and the WeedWeb shareholders released, and agreed not to sue with respect to, any and all rights they have against each other. The Settlement Agreement also contains customary representations, warranties and covenants, including covenants regarding confidentiality and non-disparagement.
Subsequent to March 31, 2015 The Company received an additional $10,800 from Craigstone pursuant to its subscription receivable.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Safe Harbor Statement
This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.
These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
The following is an analysis of our revenues and gross profit, details and analysis of components of expenses, and variances for the three and nine months March 31, 2015.
For the
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For the
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three months
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Nine months
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|||||||
Ended
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Ended
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March 31, 2015
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March 31, 2015
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OPERATING EXPENSES
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Consulting
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10,500
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114,749
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General and administrative
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33,366
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136,526
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Total Operating Expenses
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43,866
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251,275
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NET LOSS FROM
OPERATIONS
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(43,866
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)
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(242,275
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)
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Operating expenses
For the Three and Nine months ended March 31, 2015, our total operating expenses were $43,866 and $251, 275, respectively. Most of our operating expenses were for general and administrative because we were in the early stages of running a tech startup with high employee cost, but very little outside expense. We feel that we can keep our employee cost at the current level because of slack in the work output.
9
Liquidity and Capital Resource
Working Capital
At
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March 31,
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2015
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Current Assets
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$
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2,142
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Current Liabilities
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71,782
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Working Capital
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$
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(69,640
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)
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Cash Flows
For the
nine
Months
Ended
March 31,
2015
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Net Cash Consumed by Operating Activities
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$
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(235,814)
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Net Cash Consumed by Investing Activities
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(1,828)
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Net Cash Provided by Financing Activities
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220,000
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Net Cash Provided (Consumed)
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$
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(17,642)
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Sources of Capital:
We expect to continue to obtain financing through private placements. We have current private placements of which we currently have working capital through mid Q2 2015 with our current agreements. As the company undergoes an advertising campaign to drive traffic to the website, our burn rate will increase to a point where we would need to undergo another private placement, which we believe we will be able to do.
Since inception, the Company has incurred net operating losses and used cash in operations. As of March 31, 2015, the Company had an accumulated deficit of $257,348, and cash used in operations of $235,814. Losses have principally occurred as a result of the substantial resources required for research and development and marketing of the Company’s products which included the general and administrative expenses associated with its organization and product development.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.
Liabilities
At March 31, 2015, we had total current liabilities of $71,782, of which $3,486 was of advances from one of our Officers as they began the company from their own bank account. These loans will now end as the company has obtained its business bank account and significant working capital has been raised through private placement.
10
Business Plan
We had previously announced that on June 30, 2014, we entered into a Share Exchange Agreement dated June 19, 2014 (the “Exchange Agreement”) with WeedWeb Inc, a privately held Nevada corporation (“WeedWeb”) and WeedWeb’s controlling stockholder Mary Kay Tantum (“Tantum”). As a result of the transaction (the “Exchange”) we acquired 10,000,000 shares of common stock of WeedWeb and it became our wholly-owned subsidiary. In accordance with the terms of the Exchange Agreement, at the closing an aggregate of 15,000,000 shares of our common stock were issued to Tantum in exchange for her shares of WeedWeb. Each of us, WeedWeb and Tantum provided customary representations and warranties, pre-closing covenants and closing conditions in the Exchange Agreement.
Effective April 29, 2015, we entered into a Confidential Settlement and Mutual Release Agreement (the “Settlement Agreement”) with WeedWeb and Tantum. Pursuant to this agreement, we are to unwind the transactions which were made in connection with the Exchange Agreement. The decision to unwind and rescind the transaction was in large part as a result of lack or performance and lack of consideration required pursuant to the terms of the Exchange Agreement. As a result, the parties mutually concluded that rescinding the transaction was warranted in the circumstances.
As a result of unwinding the transactions, WeedWeb will no longer be our subsidiary as we have agreed to return an aggregate of 10,000,000 common shares of WeedWed to the former shareholders of WeedWeb. Further, the former shareholders of WeedWeb will return to us 30,000,000 shares of our common stock and WeedWeb will retain all assets necessary to effectuate its business and operations as currently conducted. The Settlement Agreement contains a general release and covenant not to sue pursuant to which we, WeedWeb, and the WeedWeb shareholders released, and agreed not to sue with respect to, any and all rights they have against each other. The Settlement Agreement also contains customary representations, warranties and covenants, including covenants regarding confidentiality and non-disparagement.
As a consequence of the above, our management has decided to focus our business on acquiring or merging with one or more operating businesses. Our efforts to identify a target business are not limited to any particular industry. As of March 31, 2015, we have not yet identified a potential merger or acquisition target. There can be no assurance that our management will be successful in negotiating the merger or acquisition of this target business and as such we continue to search for opportunities for other mergers or acquisitions.
We intend to focus our search on businesses in North America, but we will also explore opportunities in international markets that are attractive to us. We will focus our efforts on seeking a business combination with a privately held business. We believe that owners of privately held small or middle-market companies may seek to realize the value of their investments through a sale or recapitalization or through a merger with a public company to access capital to fund their growth.
There is no assurance that we will successfully identify a potential target business, enter into any definitive agreements with any target business, or finally consummate a business combination with any potential target business.
Material Commitments
We do not have any material commitments for capital expenditures.
Seasonal Aspects
Management is not currently aware of any seasonal aspects which would affect the results of our operations during any particular time of year.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements.
11
Going Concern
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through loans from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.
Recent Accounting Pronouncements
Recent accounting pronouncements issued by FASB (including the Emerging Issues Task Force), the AICPA and the SEC, did not or are not believed by the Company management, to have a material impact on the Company’s present or future financial statements.
In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities". The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The Company elected early adoption of ASU 2014-10. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company. The company elected early adoption of ASU 2014-10.
No other accounting pronouncements issued by FASB (including the Emerging Issues Task Force), the AICPA and the SEC, did not or are not believed by the Company management, to have a material impact on the Company’s present or future financial statements
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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.
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective during the nine month period ended March 31, 2015.
There were no changes in our internal control over financial reporting during the nine month period ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of May 20, 2015 there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a party or of which any of our properties is the subject. Also, our management is not aware of any legal proceedings contemplated by any governmental authority against us.
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 SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS.
The following documents are included herein:
Exhibit
Number
|
Exhibit
Description
|
31.1
|
Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
EX-101.INS
|
XBRL Instance Document
|
EX-101.SCH
|
XBRL Taxonomy Extension Schema
|
EX-101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
EX-101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
EX-101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
EX-101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.
KORE RESOURCES INC.
|
||
(REGISTRANT) | ||
Date: May 20, 2015
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/s/ Matthew Killeen
|
|
Matthew Killeen
|
||
President, Chief Executive Officer, Chief Financial Officer and Director
|
||
(Authorized Officer for Registrant)
|