UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

FOR THE QUARTERLY PERIOD ENDED September 30, 2015

 

OR

 

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

 

Commission file number 000-1572317

 

KORE RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

NEVADA

(State or other jurisdiction of incorporation or organization)

 

1101 Brickell Ave., South Tower, 8th Floor

Miami, FL 33131

(Address of principal executive offices, including zip code.)

 

(318) 470-9456

(telephone number, including area code)

 

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 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,” “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: 112,750,000 shares of common stock as of November 11, 2015.

 

 

 

KORE RESOURCES, INC.

FINANCIAL STATEMENTS

September 30, 2015

 

TABLE OF CONTENTS

 

		Page
PART I	FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS	3
	Unaudited Balance Sheets	3
	Unaudited Statements of Operations	4
	Unaudited Statements of Cash Flows	5
	Condensed Notes to Unaudited Interim Financial Statements	6
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	12
ITEM 4	Controls and Procedures	12
PART II	OTHER INFORMATION
ITEM 1	Legal Proceedings	12
ITEM 1A	Risk Factors	12
ITEM 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	12
ITEM 3	Defaults Upon Senior Securities	12
ITEM 4	Mine Safety Disclosures	12
ITEM 5	Other Information	12
ITEM 6	Exhibits	12
SIGNATURES		13

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

KORE RESOURCES, INC.

BALANCE SHEETS

(UNAUDITED)

 

		September 30, 2015				June 30, 2015
ASSETS
CURRENT ASSETS
Cash		$	228			$	-
Prepaid expenses			-				3,390
TOTAL CURRENT ASSETS			228				3,390
TOTAL ASSETS		$	228			$	3,390
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities		$	26,276			$	17,400
Accounts payable to related party			33,280				27,780
Notes payable			30,000				15,000
TOTAL CURRENT LIABILITIES			89,556				60,180
STOCKHOLDERS’ DEFICIT
Common stock, $0.0001 par value, 150,000,000 shares authorized, 112,750,000  shares issued and outstanding			11,275				11,275
Additional paid-in capital			247,776				247,776
Subscription receivable			(36,807	)			(36,807	)
Accumulated deficit			(311,572	)			(279,034	)
TOTAL STOCKHOLDERS’ DEFICIT			(89,328	)			(56,790	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	228			$	3,390

 

See notes to unaudited financial statements.

 

 

KORE RESOURCES, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		Three Months				Three Months
		Ended				Ended
		September 30, 2015				September 30, 2014
OPERATING EXPENSES
Consulting		$	17,000			$	-
General and administrative			15,443				8,403
Total Operating Expenses			32,443				8,403
OTHER EXPENSE
Interest expense			95				-
LOSS FROM CONTINUING OPERATIONS			(32,538	)			(8,403	)
LOSS FROM DISCONTINUED OPERATIONS			-				(63,572	)
NET LOSS BEFORE PROVISION FOR TAX			(32,538	)			(71,975	)
Provision for income taxes			-				-
NET LOSS		$	(32,538	)		$	(71,975	)
Net loss per share - basic and diluted
Continuing operations			(0.00	)			(0.00	)
Discontinued operations			(0.00	)			(0.00	)
Net loss per common share			(0.00	)			(0.00	)
Weighted average number of shares outstanding - basic and diluted			112,750,000				125,489,130

 

See notes to unaudited financial statements.

 

 

KORE RESOURCES, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		Three Months				Three Months
		Ended				Ended
		September 30, 2015				September 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(32,538	)		$	(71,975	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Depreciation expenses			-				1,023
Changes in operating assets and liabilities:
Prepaid expenses			3,390				2,192
Accounts payable and accrued liabilities			8,876				(1,000	)
Accounts payable to related party			5,500				-
Net Cash Used In Operating Activities			(14,772	)			(69,760	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of fixed assets			-				(1,828	)
Net Cash Used In Investing Activities			-				(1,828	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net related party advances			-				2,605
Proceeds from notes payable			15,000				-
Proceeds from sale of common stock			-				80,000
Net Cash Provided By Financing Activities			15,000				82,605
NET INCREASE IN CASH			228				11,017
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			-				19,784
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	228			$	30,801
Supplemental disclosure of non cash investing & financing activities:
Cash paid for income taxes		$	-			$	-
Cash paid for interest expense		$	-			$	-
Non Cash Transactions:
Common stock issued in reverse merger		$	-			$	11,000
Shares issued for stock subscription receivable		$	-			$	150,000
Stock issued for advance payable		$	-			$	45,000

 

See notes to unaudited financial statements.

 

 

KORE RESOURCES, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited 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 September 30, 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. These financial statements and notes should be read in conjunction with the financial statements and notes for the year ended June 30, 2014 included in the Company’s Annual Report on Form 10-K. Certain prior period amounts have been reclassified to conform to current period presentation.

 

NOTE 2 – GOING CONCERN

 

The Company has sustained operating losses and cash used in operating activities since inception, and as of September 30, 2015, the Company has a working capital deficit of $89,328. 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 financial statements have been prepared assuming that the Company will continue as a going concern. The 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.

 

NOTE 3 – DISPOSAL OF WEEDWEB

 

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. 15,000,000 common shares of the Company were returned and cancelled in return for the disposal of WeedWeb.

 

 

The following table summarizes the loss from discontinued operations:

 

Income and Expenses of Discontinued Operations

 

		Three Months				Three Months
		Ended				Ended
		September 30, 2015				September 30, 2014
General and administrative expenses		$	—			$	63,572
Loss from discontinued operations		$	—			$	(63,572	)

 

As of the date of disposal, the assets and liabilities of WeedWeb consisted of the following:

 

Cash	$	2,142
Property and equipment, net		3,185
Intangible assets		14,208
Accounts payable to related party		(3,486	)
Net assets disposed	$	16,049

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

As of September 30, 2015 and June 30, 2015, our President and CEO is owed $33,280 and $27,780, respectively, for consulting services provided to the Company.

 

NOTE 5 – NOTE PAYABLE

 

On November 14, 2014, the Company entered into a promissory note in the amount of $15,000. The note is unsecured, due on May 14, 2015 and is non interesting bearing. As of September 30, 2015, the note was past due and due on demand and the outstanding principal balance was $15,000.

 

On September 1, 2015, the Company issued a promissory note in the principal amount of $15,000, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or all of the outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of September 30, 2015, the outstanding principal balance was $15,000.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

 

Forward Looking Statements

 

This section of this report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

 

Plan of Operations

 

We are a “blank check” company currently in the process of seeking to acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next twelve (12) months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

 

We do not currently engage in any business activities that provide cash flow and the Company does not intend to engage in any types of business activities that may provide cash flow for investigating and analyzing business combinations.

 

During the next twelve (12) months we anticipate incurring costs related to:

 

	(i)	filing of Exchange Act reports, and
	(ii)	consummating an acquisition.

 

At this time, we are solely reliant on funding for cash flow and as such, have enough subscription receivable to maintain current operations until the end of the second quarter of fiscal year 2016, at which point in time the Company would need to obtain new funding agreements.

 

We are in the development stage and have negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. The Company has not commenced our efforts to locate a merger candidate and will not do so until it clears all comments with the SEC and FINRA. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.

 

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.

 

 

Our sole officer and director has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

 

We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking companies with no capital and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

 

Results of Operations

 

Three Months Ended September 30, 2015 compared to the Three Months Ended September 30, 2014

 

Revenues

 

We did not have any revenues for the three months ended September 30, 2015 and 2014, respectively.

 

Consulting Expenses

 

We recognized consulting expenses in the amount of $17,000 and $nil for the three months ended September 30, 2015 and 2014, respectively. The increase was primarily attributable to our engagement of consultants in connection with the website development and the business operations of our former merged company, WeedWeb, Inc. (“WeedWeb”). We unwound our acquisition of WeedWeb in April 2015.

 

General and Administrative Expenses

 

We recognized general and administrative expenses in the amount of $15,443 and $8,403 for the three months ended September 30, 2015 and 2014, respectively. The increase results from our former merged company, WeedWeb, and the web development and operations of running a web startup with at its peak, eight employees.

 

Net Loss

 

We incurred a net loss of $32,538 for the three months ended September 30, 2015, as compared to $71,975 for the comparable period of 2014. The decrease in the net loss was entirely the result of the operations of WeedWeb, mainly employee cost in 2014.

 

 

Liquidity and Capital Resources

 

As of September 30, 2015, we had $228 of cash on hand. We intend to rely upon the remaining balance of our subscription receivable, to fund administrative expenses pending acquisition of an operating company.

 

Accordingly, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

 

On September 1, 2014, we entered into a Funding Agreement with Craigstone Ltd. (“Craigstone”), pursuant to which Craigstone agreed to purchase an aggregate of 2,500,000 shares of our common stock for $0.10 per share, for a total purchase price of $250,000, and a warrant to acquire 500,000 shares of our common stock for $0.20 per share. To date, the Company has received an aggregate of $213,193 under this agreement with Craigstone, of which $45,000 was provided in 2014 in the form of an advance payable on demand and recorded a stock subscription receivable of $36,807.

 

On September 8, 2014, we entered into a Funding Agreement with Gotama Capital, S.A. (“Gotama”) pursuant to which Gotama purchased an aggregate of 250,000 shares of our common stock for $0.10 per share, for a total purchase price of $25,000.

 

On September 1, 2015, we sold Craigstone a promissory note for the principal amount of $15,000, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance.

 

We will require additional capital to finance the growth of the Company’s current and expected future operations, as well as to achieve its strategic objectives. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for us to continue as a going concern.

 

Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more internet sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.

 

Our sole officer and director, Matthew Killeen, supervises the search for target companies as potential candidates for a business combination. The Company may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants.

 

		For the Three Months Ended September 30,
		2015				2014
Net cash used in operating activities		$	(14,772	)		$	(69,760	)
Net cash used in investing activities		$	-			$	(1,828)
Net cash provided by financing activities		$	15,000			$	82,605

 

Net cash used in operations was $14,772 for the three months ended September 30, 2015 compared to $69,760 for the three months ended September 30, 2014. This decrease was primarily attributable to the ramp up of company operations relating to the tech startup we had acquired, WeedWeb, in 2014.

 

 

Net cash used in investing activities was $0 and $1,828 for the three months ended September 30, 2015 and 2014, respectively.

 

New cash flows provided by financing activities for the three months ended September 30, 2015 were $15,000, compared to $82,605 for the three months ended September 30, 2014. This decrease was primarily attributable to the sale of common stock, from our two funding agreements in 2014.

 

Off Balance Sheet Arrangements

 

We have no off balance sheet arrangements.

 

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.

 

Evaluation of Disclosure 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 three months ended September 30, 2015.

 

Changes in Internal Control over Financial Reporting 

 

There were no changes in our internal control over financial reporting during the three month period ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There are no pending legal proceedings to which we 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 No.		Document Description
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 12th day of November, 2015.

 

	KORE RESOURCES INC.
	BY:	/s/ MATTHEW KILLEEN
		MATTHEW KILLEEN
		Principal Executive Officer Principal Financial Officer and Principal Accounting Officer