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EX-31.2 - CFO SECTION 302 CERTIFICATION - Indigenous Roots Corp.ex31-2.txt
EX-32.2 - CFO SECTION 906 CERTIFICATION - Indigenous Roots Corp.ex32-2.txt
EX-31.1 - CEO SECTION 302 CERTIFICATION - Indigenous Roots Corp.ex31-1.txt
EX-32.2 - CEO SECTION 906 CERTIFICATION - Indigenous Roots Corp.ex32-1.txt

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

                                    FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2009

                        Commission file number 333-138148


                              ZEBRA RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                           29773 Niguel Road, Suite A
                             Laguna Niguel, CA 92677
          (Address of principal executive offices, including zip code)

                                 (949) 481-5396
                     (Telephone number, including area code)

                         Resident Agents of Nevada, Inc.
                          711 S. Carson Street, Suite 4
                              Carson City, NV 89701
                                 (775) 882 4641
            (Name, address and telephone number of agent for service)

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 [ ]

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

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 [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 32,000,000 shares as of January 12,
2010

ITEM 1. FINANCIAL STATEMENTS ZEBRA RESOURCES INC. (A Development Stage Enterprise) Balance Sheets (Stated in U.S. Dollars) -------------------------------------------------------------------------------- November 30, August 31, 2009 2009 -------- -------- (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash $ 3,536 $ 7,419 Prepaid 1,676 1,676 -------- -------- TOTAL CURRENT ASSETS 5,212 9,095 -------- -------- TOTAL ASSETS $ 5,212 $ 9,095 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ -- $ 150 Accounts payable - related party 2,000 500 -------- -------- TOTAL CURRENT LIABILITIES 2,000 650 -------- -------- TOTAL LIABILITIES 2,000 650 -------- -------- STOCKHOLDERS' EQUITY Common stock 75,000,000 authorized shares, par value $0.001 32,000,000 shares issued and outstanding 32,000 32,000 Additional paid-in-capital 48,000 48,000 Deficit accumulated during exploration stage (76,788) (71,555) -------- -------- TOTAL STOCKHOLDERS' EQUITY 3,212 8,445 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,212 $ 9,095 ======== ======== See accompanying notes to financial statements. 2
ZEBRA RESOURCES INC. (A Development Stage Enterprise) Statements of Operations (Stated in U.S. Dollars) -------------------------------------------------------------------------------- Three Months Three Months From Inception Ended Ended (July 20, 2006) to November 30, November 30, November 30, 2009 2008 2009 ------------ ------------ ------------ Unaudited Unaudited Unaudited REVENUES Revenues $ -- $ -- $ -- ------------ ------------ ------------ Total revenues -- -- -- ------------ ------------ ------------ EXPENSES Operating expenses Exploration expenses -- -- 17,500 General and administrative 733 1,080 15,594 Rent expenses - related party 1,500 -- 7,000 Professional fees 3,000 3,150 36,694 ------------ ------------ ------------ Total operating expenses 5,233 4,230 76,788 ------------ ------------ ------------ NET LOSS FROM OPERATIONS (5,233) (4,230) (76,788) ------------ ------------ ------------ Net loss $ (5,233) $ (4,230) $ (76,788) ============ ============ ============ BASIC EARNINGS PER COMMON SHARE (0.00) (0.00) ------------ ------------ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC 32,000,000 32,000,000 ============ ============ See accompanying notes to financial statements. 3
ZEBRA RESOURCES INC. (A Development Stage Enterprise) Statement of Stockholders' Equity From Inception (July 20, 2006) to November 30, 2009 (Stated in U.S. Dollars) -------------------------------------------------------------------------------- Deficit Accumulated Additional During the Common Shares Paid In Development Number Amount Capital Stage Total ------ ------ ------- ----- ----- Balance, July 20, 2006 -- $ -- $ -- $ -- $ -- Issued for cash at $0.001 per share 20,000,000 20,000 -- -- 20,000 on July 25, 2006 Net loss -- -- -- (18,575) (18,575) ---------- -------- -------- --------- -------- Balance, August 31, 2006 20,000,000 20,000 -- (18,575) 1,425 Issued for cash at $0.005 per share 12,000,000 12,000 48,000 -- 60,000 on December 20, 2006 Net loss -- -- -- (15,058) (15,058) ---------- -------- -------- --------- -------- Balance, August 31, 2007 32,000,000 32,000 48,000 (33,633) 46,367 Net loss -- -- -- (20,102) (20,102) ---------- -------- -------- --------- -------- Balance, August 31, 2008 32,000,000 32,000 48,000 (53,735) 26,265 Net loss -- -- -- (17,820) (17,820) ---------- -------- -------- --------- -------- Balance, August 31, 2009 32,000,000 32,000 48,000 (71,555) 8,445 Net loss -- -- -- (5,233) (5,233) ---------- -------- -------- --------- -------- Balance, November 30, 2009 (unaudited) 32,000,000 $ 32,000 $ 48,000 $ (76,788) $ 3,212 ========== ======== ======== ========= ======== See accompanying notes to financial statements. 4
ZEBRA RESOURCES INC. (A Development Stage Enterprise) Statements of Cash Flows (Stated in U.S. Dollars) -------------------------------------------------------------------------------- Three Months Three Months From Inception Ended Ended (July 20, 2006) to November 30, November 30, November 30, 2009 2008 2009 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (5,233) $ (4,230) $(76,788) Change in operating assets and liabilities: (Decrease) in accounts payable and accrued liabilities (150) (1,826) -- Increase in accounts payable-due to a related party 1,500 -- 2,000 Decrease (increase) in prepaid -- -- (1,676) -------- -------- -------- NET CASH FLOWS USED IN OPERATING ACTIVITIES (3,883) (6,056) (76,464) -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds on sale of common stock -- -- 80,000 -------- -------- -------- NET CASH FLOWS FROM FINANCING ACTIVITIES -- -- 80,000 -------- -------- -------- NET INCREASE (DECREASE) IN CASH (3,883) (6,056) 3,536 CASH, BEGINNING OF THE PERIOD 7,419 28,241 -- -------- -------- -------- CASH, END OF THE PERIOD $ 3,536 $ 22,185 $ 3,536 ======== ======== ======== See accompanying notes to financial statements. 5
ZEBRA RESOURCES INC. (A Development Stage Company) Notes to the Financial Statements November 30 2009 (Unaudited) (Expressed in U.S. Dollars) -------------------------------------------------------------------------------- 1. BASIS OF PRESENTATION The accompanying financial statements of Zebra Resources, Inc. (the "Company") should be read in conjunction with the Company's most recent filing of the Form 10-K which included the financial statements as of August 31, 2009. Significant accounting policies disclosed therein have not changed except as noted below. In the opinion of management, all adjustments necessary to present fairly the financial position as of November 30, 2009 and the results of operations, stockholders' equity and cash flows presented herein have been included in the financial statements. 2. DESCRIPTION OF THE BUSINESS AND HISTORY DESCRIPTION OF THE BUSINESS AND HISTORY - Zebra Resources Inc., a Nevada corporation, (hereinafter referred to as the "Company" or "Zebra Resources") was incorporated in the State of Nevada on July 20, 2006. The Company was formed to engage in the acquisition, exploration and development of natural resource properties of merit. The Company acquired a mineral claims option located in the Province of British Columbia, Canada during the period ending August 31, 2006 for $15,000. The Company entered into a Mineral Property Options Agreement (the "MPOA") with a private British Columbia company, whereby the Company obtained an option to acquire mineral claims known as "Astro 2006" located in British Columbia. During the period ending August 31, 2008, the Company terminated the MPOA and relieved itself from any further obligations thereunder. On September 12, 2008, Karl Kottmeier resigned as our President, Chief Executive Officer, Treasurer, and Chief Financial Officer. As a result, on September 12, 2008, we appointed Dan Gravelle as President, Chief Executive Officer, Treasurer, and Chief Financial Officer of the Company. Additionally, Mr. Gravelle was appointed a director of the Company. On December 1, 2008, Karl Kotmeier resigned as a director of the Company. On November 30, 2009, we appointed Mr. Peter Jenks as a member of our board of directors. Our board of directors is comprised of Mr. Dan Gravelle and Mr. Peter Jenks. THE COMPANY TODAY - The Company is currently a development stage company reporting under Statement on Financial Accounting Standards Accounting Standards Codification (FASB ASC 915-205) "Development-Stage Entities" Since September 12, 2008, our purpose has been to serve as a vehicle to acquire an operating business and we are currently considered a "shell" company inasmuch as we are not generating revenues, do not own an operating business, and have no specific plan other than to engage in a merger or acquisition transaction with a yet-to-be identified operating company or business. We have no employees and no material assets. GOING CONCERN - The Company has incurred net losses of $76,788 since Inception (July 20, 2006) to November 30, 2009 and has commenced limited operations, raising substantial doubt about the Company's ability to continue as a going concern. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives. 6
ZEBRA RESOURCES INC. (A Development Stage Company) Notes to the Financial Statements November 30 2009 (Unaudited) (Expressed in U.S. Dollars) -------------------------------------------------------------------------------- 2. DESCRIPTION OF THE BUSINESS AND HISTORY (Continued) The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company's plan. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. 3. SIGNIFICANT ACCOUNTING POLICIES YEAR END - The Company's year end is August 31. USE OF ESTIMATES - The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS - For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. INCOME TAXES - The Company accounts for its income taxes in accordance with FASB ASC 740 "Income Taxes", which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carry-forward to be used in future years. The Company has established a valuation allowance for the full tax benefit of the operating loss carry-forwards due to the uncertainty regarding realization. 7
ZEBRA RESOURCES INC. (A Development Stage Company) Notes to the Financial Statements November 30 2009 (Unaudited) (Expressed in U.S. Dollars) -------------------------------------------------------------------------------- SIGNIFICANT ACCOUNTING POLICIES (Continued) FAIR VALUE OF FINANCIAL INSTRUMENTS - FASB ASC 825 "Financial Instruments", requires the Company to disclose, when reasonably attainable, the fair market value of its assets and liabilities which are deemed to be financial instruments. The carrying amount and estimated fair values of the Company's financial instruments approximated their fair value due to their short-term nature. NET LOSS PER COMMON SHARE - The Company computes net loss per share in accordance with FASB ASC 205 "Earnings per Share". Under the provisions of FASB ASC 205, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. For the period from July 20, 2006 (Date of Inception) through August 31, 2008, the Company had no potentially dilutive securities. STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date. NEW ACCOUNTING PRONOUNCEMENTS - Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-12 (ASC Topic 820), Investments in Certain Entities that Calculate Net Assets Value per Share (or its Equivalent), ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU's No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant. 4. STOCKHOLDERS' EQUITY The Company has 75,000,000 shares authorized with a par value of $0.001 per share. Effective July 25, 2006, the Company issued 20,000,000 to the founding and sole director of the Company pursuant to a stock subscription agreement at $0.001 per share for total proceeds of $20,000. 8
ZEBRA RESOURCES INC. (A Development Stage Company) Notes to the Financial Statements November 30 2009 (Unaudited) (Expressed in U.S. Dollars) -------------------------------------------------------------------------------- 4. STOCKHOLDERS' EQUITY (continued) Effective December 20, 2006, the Company issued 12,000,000 shares of the Company's common stock pursuant to the Company's SB-2 prospectus offering at $0.005 per share for total proceeds of $60,000. 5. RELATED PARTY TRANSACTIONS The Company pays Dan Gravelle, the sole officer and director of the Company, rent payments of $500 per month. As of November 30, 2009, the Company showed $2,000 in rent expense as an account payable to Mr. Gravelle. 6. SUBSEQUENT EVENTS The Company has evaluated subsequent events through January 5, 2010, the date which the financial statements were available to be issued. The Company has determined that there were no such events that warrant disclosure or recognition in the financial statements. 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION We incurred operating expenses of $5,233 for the three-month period ended November 30, 2009, consisting entirely of general and administrative expenses, rent and professional fees. For the three-month period ended November 30, 2008 we incurred operating expenses of $4,230 consisting of general and administrative expenses and professional fees. Since inception we have incurred $76,788 in operating costs, $17,500 of that amount were net exploration costs. At November 30, 2009 we had cash on hand of $3,536 and prepaid expenses of $1,676. At the same date our liabilities consisted of $2,000 in accounts payable - related party. Cash provided by financing activities from inception through November 30, 2009 was $80,000 resulting from the sale of our common stock to our director who purchased 20,000,000 shares of our common stock at $0.001 per share on July 25, 2006 for $20,000 and 12,000,000 shares of our common stock sold at $0.005 per share pursuant to our SB-2 prospectus offering which was completed on December 20, 2006 for total proceeds of $60,000. The following table provides selected financial data about our company as of November 30, 2009. Balance Sheet Data: 11/30/09 ------------------- -------- Cash $3,536 Total assets $5,212 Total liabilities $2,000 Stockholders' equity $3,212 Our auditors have expressed substantial doubt about our ability to continue as a going concern unless we are able to generate profitable operations. LIQUIDITY AND CAPITAL RESOURCES We currently have $3,536 cash in the bank. Management does not believe that the current cash is sufficient to cover our expenses for the next 12 months. SIGNIFICANT ACCOUNTING POLICIES YEAR END - The Company's year end is August 31. USE OF ESTIMATES - The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates. 10
CASH AND CASH EQUIVALENTS - For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. INCOME TAXES - The Company accounts for its income taxes in accordance with FASB ASC 740 "Income Taxes", which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carry-forward to be used in future years. The Company has established a valuation allowance for the full tax benefit of the operating loss carry-forwards due to the uncertainty regarding realization. FAIR VALUE OF FINANCIAL INSTRUMENTS - FASB ASC 825 "Financial Instruments", requires the Company to disclose, when reasonably attainable, the fair market value of its assets and liabilities which are deemed to be financial instruments. The carrying amount and estimated fair values of the Company's financial instruments approximated their fair value due to their short-term nature. NET LOSS PER COMMON SHARE - The Company computes net loss per share in accordance with FASB ASC 205 "Earnings per Share". Under the provisions of FASB ASC 205, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. For the period from July 20, 2006 (Date of Inception) through August 31, 2008, the Company had no potentially dilutive securities. STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date. NEW ACCOUNTING PRONOUNCEMENTS - Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-12 (ASC Topic 820), Investments in Certain Entities that Calculate Net Assets Value per Share (or its Equivalent), ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU's No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant. 11
FORWARD LOOKING STATEMENTS Some of the statements contained in this Form 10-Q that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. All written forward-looking statements made in connection with this Form 10-Q that are attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements. PLAN OF OPERATION Our plan is to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction (i.e. a merger) with a corporation, partnership, limited liability company or other operating business entity (a "Merger Target") desiring the perceived advantages of becoming a publicly reporting and publicly held corporation. We have no operating business, and conduct minimal operations necessary to meet regulatory requirements. Our ability to commence any operations is contingent upon obtaining adequate financial resources. We are not currently engaged in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury. During the next twelve months we anticipate incurring costs related to: (i) filing of Exchange Act reports, and (ii) costs relating to identifying and consummating a transaction with a Merger Target. We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering. 12
On September 12, 2008, Dan Gravelle became our president, secretary and our chief financial officer. Mr. Gravelle is only required to devote a small portion of his time (less than 10%) to our affairs on a part-time or as-needed basis. No regular compensation has, in the past, nor is anticipated in the future, to be paid to any officer or director in their capacities as such. We do not anticipate hiring any full-time employees as long as we are seeking and evaluating business opportunities. On December 1, 2008, Karl Kottmeier resigned as a director of the Company. The sole director of the Company is Dan Gravelle. At November 30, 2009, we had cash on hand of $3,536. Since we have no revenue or plans to generate any revenue, if our expenses exceed our cash currently on hand we will be dependent upon loans to fund losses incurred in excess of our cash. As of November 30, 2009, we had no operating business, no equipment, and no employees. We do not intend to develop our own operating business but instead plan to merge with an operating company. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. ITEM 4. CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (who is also acting as our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of November 30, 2009, the end of the three month period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our president (who is also acting as our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (who is also acting as our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report. 13
There have been no significant changes in our internal controls over financial reporting that occurred during the three months ended November 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. PART II. OTHER INFORMATION ITEM 6. EXHIBITS The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed under SEC File Number 333-138148, at the SEC website at www.sec.gov: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31.1 Sec. 302 Certification of Principal Executive Officer 31.2 Sec. 302 Certification of Principal Financial Officer 32.1 Sec. 906 Certification of Principal Executive Officer 32.2 Sec. 906 Certification of Principal Financial Officer SIGNATURES In accordance with the requirements of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned in the capacities indicated; thereunto duly authorized on behalf of the registrant, on January 12, 2010. Zebra Resources Inc., Registrant /s/ Dan Gravelle ---------------------------------------- By: Dan Gravelle, Sole Director, Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer 1