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
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.
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KORE
RESOURCES INC. |
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BY: |
/s/
MATTHEW KILLEEN |
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MATTHEW KILLEEN |
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Principal
Executive Officer
Principal
Financial Officer and
Principal
Accounting Officer |
EXHIBIT
31.1
CERTIFICATION
Pursuant
to 18 U.S.C. 1350
(Section
302 of the Sarbanes-Oxley Act of 2002)
I, Matthew
Killeen, certify that:
1. |
I
have reviewed this Report on Form 10-Q of Kore Resources, Inc.; |
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2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
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3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
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4. |
The
registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
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b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
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c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
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d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
5. |
The
registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions): |
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a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
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b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date: November
12, 2015
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BY: |
/s/
MATTHEW KILLEEN |
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MATTHEW KILLEEN |
|
|
Principal
Executive Officer
Principal
Financial Officer and
Principal
Accounting Officer |
EXHIBIT
32.1
CERTIFICATION
Pursuant
to 18 U.S.C. 1350
(Section
906 of the Sarbanes-Oxley Act of 2002)
In
connection with the Report on Form 10-Q of Kore Resources, Inc. (the “Company”) for the period ended September 30,
2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Matthew Killeen, as
Principal Executive Officer and Principal Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. ss.1350, as
adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
Date: November
12, 2015
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BY: |
/s/
MATTHEW KILLEEN |
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MATTHEW KILLEEN |
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|
Principal
Executive Officer
Principal
Financial Officer and
Principal
Accounting Officer |
This
certification accompanies each Report pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent
required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of ss.18 of the Securities Exchange Act
of 1934, as amended.
A
signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff upon request.
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