koreform10q.htm
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC
20549
FORM
10-Q
þ QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly
period ended March 31,
2009
o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition
period from ______________________ To ______________________
Commission file
number 333-153243
Kore
Nutrition, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
|
N/A
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
Suite
200, 736 Granville Street
Vancouver,
BC V6Z 1G3
(Address
of principal executive offices)
(604)
685 6472
(Registrant’s
telephone number, including area code)
_____________________________________________________
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate by check
mark whether the registrant (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 require to file such reports), and (2)
has been subject to such filing requirements for the past 90
days. Yes þ No o
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See definition of
“large accelerated filer”, “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated
filer o Accelerated
filer o Non-accelerated
filer o Smaller reporting company þ
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
APPLICABLE ONLY TO
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
YEARS:
Check whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes o No o
APPLICABLE ONLY TO
CORPORATE ISSUERS
As
of May 15, 2009 the
registrant’s outstanding common stock consisted of 14,294,490
shares.
Table
of Contents
The unaudited
interim financial statements of Kore Nutrition, Inc. (the “Company”, “Kore”,
“we”, “our”, “us”) follow. All currency references in this report are in US
dollars unless otherwise noted.
Kore Nutrition,
Inc.
(A Development
Stage Company)
March 31,
2009
(Expressed in US
dollars)
(unaudited)
KORE
NUTRITION, INC.
(A
DEVELOPMENT STAGE COMPANY)
(unaudited)
|
|
March
31, 2009
(unaudited)
|
|
|
December
31, 2008
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
Cash
|
|
$ |
- |
|
|
$ |
1,518 |
|
Accounts
receivable, net of allowance of $0
|
|
|
218
|
|
|
|
218
|
|
Inventory
|
|
|
1,895 |
|
|
|
1,895 |
|
Total
current assets
|
|
|
2,113 |
|
|
|
3,631 |
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$ |
2,113 |
|
|
$ |
3,631 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
salaries and expense reimbursement – related parties
|
|
$
|
73,809 |
|
|
$
|
55,884 |
|
Accounts
payable and accrued liabilities
|
|
|
18,169 |
|
|
|
14,580 |
|
Short term
related party loan
|
|
|
25,844 |
|
|
|
25,844 |
|
Loans from
shareholders
|
|
|
16,985 |
|
|
|
12,985 |
|
Total
current liabilities
|
|
|
134,807 |
|
|
|
109,293 |
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
134,807 |
|
|
|
109,293 |
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
DEFICIT:
|
|
|
|
|
|
|
|
|
Common stock,
$.001 par value, 50,000,000 shares authorized, 14,294,490 issued
and outstanding as of , March 31, 2009 and December 31,
2008
|
|
|
14,295 |
|
|
|
14,295 |
|
Additional
paid in capital
|
|
|
140,680 |
|
|
|
140,680 |
|
Deficit
accumulated during the development stage
|
|
|
(287,669 |
) |
|
|
(260,637 |
) |
Total
stockholders’ deficit
|
|
|
(132,694 |
) |
|
|
(105,662 |
) |
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
$ |
2,113 |
|
|
$ |
3,631 |
|
See
accompanying notes to financial statements
KORE
NUTRITION, INC.
(A
DEVELOPMENT STAGE COMPANY)
(unaudited)
|
|
Three
months ended
March
31, 2009
|
|
|
Three
months ended
March
31, 2008
|
|
|
October
13, 2006
(Inception)
through
March
31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$ |
- |
|
|
$ |
3,805 |
|
|
$ |
12,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods
sold
|
|
|
- |
|
|
|
3,280 |
|
|
|
10,578 |
|
Gross
profit
|
|
|
- |
|
|
|
525 |
|
|
|
1,947 |
|
General and
administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expense
|
|
|
9,107 |
|
|
|
25,254 |
|
|
|
104,976 |
|
Compensation
|
|
|
17,925 |
|
|
|
18,750 |
|
|
|
184,640 |
|
Total general
and administrative expenses
|
|
|
27,032 |
|
|
|
44,004 |
|
|
|
289,616 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(27,032) |
|
|
$ |
(43,479) |
|
|
$ |
(287,669 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
$ |
(0.00) |
|
|
$ |
(0.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
|
14,294,490 |
|
|
|
9,294,490 |
|
|
|
|
|
See
accompanying notes to financial statements.
KORE
NUTRITION, INC.
(A
DEVELOPMENT STAGE COMPANY)
(unaudited)
|
|
Three
Months Ended March 31, 2009
|
|
|
Three
Months Ended March 31, 2008
|
|
|
October
13, 2006 (Inception) through
March 31,
2009
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS
FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(27,032 |
)
|
|
$ |
(43,479 |
)
|
|
$ |
(287,669 |
) |
Adjustments
to reconcile net deficit to cash used by operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for services
|
|
|
- |
|
|
|
- |
|
|
|
6,000 |
|
Change in
non-cash working capital item related to operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
- |
|
|
|
60 |
|
|
|
(218 |
) |
Accounts
payable and accrued liabilities
|
|
|
3,589 |
|
|
|
109,848
|
|
|
|
18,169 |
|
Accrued
salaries and expense reimbursements-related parties
|
|
|
17,925 |
|
|
|
(88,919 |
) |
|
|
180,059 |
|
Inventory
|
|
|
- |
|
|
|
1,207 |
|
|
|
(1,895 |
) |
CASH FLOWS
FROM OPERATING ACTIVITIES
|
|
|
(5,518 |
) |
|
|
(21,283 |
) |
|
|
(85,554 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS
FROM INVESTING ACTIVITIES
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS
FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from sale of common stock
|
|
|
- |
|
|
|
- |
|
|
|
42,725 |
|
Short
term related party loan
|
|
|
- |
|
|
|
- |
|
|
|
25,844 |
|
Loans
from shareholders
|
|
|
4,000 |
|
|
|
4,002 |
|
|
|
16,985 |
|
CASH FLOWS
PROVIDED BY FINANCING
ACTIVITIES
|
|
|
4,000 |
|
|
|
4,002 |
|
|
|
85,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE
(DECREASE) IN CASH
|
|
|
(1,518 |
) |
|
|
(17,281 |
) |
|
|
- |
|
Cash,
beginning of period
|
|
|
1,518 |
|
|
|
22,737 |
|
|
|
- |
|
Cash,
end of period
|
|
$ |
- |
|
|
$ |
5,456 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Income
taxes paid
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
NON CASH
TRANSACTIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued in settlement of debt
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
106,250 |
|
See
accompanying notes to financial statements.
KORE
NUTRITION, INC.
(A
DEVELOPMENT STAGE COMPANY)
March
31, 2009
(unaudited)
NOTE 1 - BASIS OF
PRESENTATION
The accompanying
unaudited financial statements of Kore Nutrition, Inc. (the “Company” or “Kore”)
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange
Commission (“SEC”), and should be read in conjunction with the audited financial
statements and notes thereto contained in the Company’s filing with
the SEC on Form 10-K. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim periods
presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements which would
substantially duplicate the disclosure contained in the audited financial
statements for the most recent fiscal year December 31, 2008 as reported in Form
10-K, have been omitted.
NOTE 2 - GOING
CONCERN
Kore has recurring
losses and has a deficit accumulated during the development stage of $287,669 as
of March 31, 2009. Kore's financial statements are prepared using the
generally accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. Without realization of additional capital
and achievement of profitable operations, Kore may be unlikely to continue as a
going concern. Kore's management plans on raising cash from public or
private debt or equity financing, on an as needed basis. Kore's
ability to continue as a going concern is dependent on these additional cash
financings, and, ultimately, upon achieving profitable operations through the
development of mineral interests.
NOTE 3 – LOANS FROM
SHAREHOLDERS
The amounts due to
shareholders are non-interest bearing and have no specified terms of
repayment.
NOTE 4 – SHORT TERM
LOAN-RELATED PARTY
The short term loan
payable bears interest at 6% per annum and has no specified terms of
repayment.
NOTE 5 – RELATED
PARTY TRANSACTIONS
The founding
shareholder has agreed to advance Kore monies until an offering is
completed.
In
November 2006 the Company entered into two employment agreements with the
directors of the Company. The agreements expire in October 2008 but
will continue on a month to month basis on the same terms. The
directors will be compensated $50,000 and $25,000 per year,
respectively. On April 30, 2008, Kore issued 5,000,000 shares of
common stock to officers as settlement for unpaid salaries of $106,250 (salaries
earned through March 2008).
Kore neither owns
nor leases any real or personal property, an officer has provided office
services without charge. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and
directors are involved in other business activities and most likely will become
involved in other business activities in the future.
Forward
Looking Statements
This quarterly
report on Form 10-Q contains forward-looking statements that involve risks and
uncertainties. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology including "could", "may", "will", "should", "expect", "plan",
"anticipate", "believe", "estimate", "predict", "potential" and the negative of
these terms or other comparable terminology. These statements are only
predictions. Actual events or results may differ materially.
While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested in this report.
Business
Overview
Kore Nutrition,
Inc. (“Kore”, “we” or “our”) is a for-profit Nevada Corporation formed on
October 13, 2006, and registered as an extra-provincial corporation in the
province of British Columbia, Canada on January 3, 2007. We are a
development stage company whose goal is to develop a brand and line of healthy
packaged snacks. Our business model focuses on developing niche snack
products to cater to a broad spectrum of health conscious
consumers. We do not have any subsidiaries. Our principal office is
located at 200-736, Granville St., Vancouver, BC V6Z 1G3. Our telephone
number is (604) 662-3910. Our fiscal year end is December
31.
Uncertainties
Our most advanced
products are at the development stage and there is no assurance that any of our
products will be commercially viable. To date, our only sales have been derived
from the re-sale of products produced by third parties, which we have undertaken
to secure retail channels for the products that we intend to self-produce and
distribute. However, we will require additional financing in order to
pursue production and distribution of our products. We do not presently have
sufficient financing to undertake production and distribution of our products
and there is no assurance that we will be able to obtain the financing necessary
to do so. If we are successful in producing and distribution our
products, there is no assurance that they will be successful in the marketplace
or that we will we derive adequate revenues from their sale to offset or exceed
our production and distribution costs.
Results
of Operations
We
have incurred losses since our inception. We rely upon the sale of our
securities and shareholder loans to fund our operations. We have generated
limited revenues of $12,525 from the sale of products from October 13, 2006
(Date of Inception) to March 31, 2009. To date, our sales have been
derived from the re-sale of products produced by third parties, which we have
undertaken to secure retail channels for the products that we intend to
self-produce.
For the three
months ended March 31, 2009 we incurred a net loss of $27,032 compared to our
net loss of $43,479 for the same period in 2008. Our net loss per share was
$0.00 for the three months ended March 31, 2009 and $0.00 for the same period in
2008
Our total expenses
for the three months ended March 31, 2009 were $27,032 and consisted of
$9,107 in general and administrative expense and $17,925 in director
compensation expense. By comparison, our total expenses for the three
months ended March 31, 2008 were $44,004 and consisted of $25,254 in general and
administrative expense and $18,750 in director compensation
expense.
From October 13,
2006 (Date of Inception) through March 31, 2009 we accumulated total expenses of
$289,616 including $104,976 in general and administrative expense and $184,640
in director compensation.
Our other general
and administrative expenses include professional fees, development costs,
interest and bank charges, office expenses, motor vehicle expenses, utility
fees, travel and entertainment expenses, and transfer agent and filing fees. Our
professional fees are related to our regulatory filings throughout the
year.
Liquidity and Capital
Resources
As
of March 31, 2009, we have cash of $0, receivables of $218 and inventory of
$1,895 for total current assets of $2,113. Our total current liabilities are
$134,807 and our working capital deficit is $132,694. Our accumulated deficit
from October 13, 2006 (date of inception) to March 31, 2009 was
$287,669.
Since our inception
on October 13, 2006 to March 31, 2009, we have raised net proceeds of $42,725
from the sale of our common stock.
During the three
months ended March 31, 2009, we used net cash of $5,518 in operating
activities and received $4,000 from financing activities. This
compares to our net cash $21,283 used in operating activities and $4,002
received from financing activities for the same period in 2008. We
did not engage in any investing activities during either period.
From October 13,
2006 (Date of Inception) to March 31, 2009 we used net cash of $85,554 in
operating activities, and received net cash of $85,554 from financing
activities.
We
estimate our planned expenses for the next year (from March 1, 2009) to be
approximately $550,000, as summarized in the table below.
Description
|
Potential
Completion
Date
|
Estimated
Expenses
($)
|
Product
research and development
|
12
months
|
20,000
|
Product
Manufacturing and Distribution
|
12
months
|
250,000
|
Develop and
launch website
|
September,
2009
|
10,000
|
Market
Research and Marketing Expense
|
12
months
|
60,000
|
Employee
Compensation
|
12
months
|
100,000
|
Professional
fees (legal, accounting and auditing fees)
|
12
months
|
90,000
|
General and
administrative expenses
|
12
months
|
20,000
|
Total
|
|
550,000
|
Our general and
administrative expenses for the year will consist primarily of transfer agent
fees, investor relations expenses, bank and interest charges and general office
expenses. Our professional fees will include accounting, audit and
legal fees relating primarily to our regulatory filings and day to day
commercial transactions.
As
at March 31, 2009, we had no cash in the bank. Based on our planned
expenditures, we require additional funds of approximately $550,000 to proceed
with our business plan over the next 12 months. If we secure less than the full
amount of financing that we require, we will not be able to carry out our
complete business plan and we will be forced to proceed with a scaled back
business plan based on our available financial resources.
We
anticipate that we will incur substantial losses for the foreseeable future.
Even if we carry out our planned business activities this does not guarantee
that we will generate future sales or revenues.
Future
Financings
We
have nominal revenues, have achieved losses since inception, and rely upon the
sale of our securities and related party loans to fund operations. We anticipate
that we will incur substantial losses for the foreseeable future. Even if we
carry out our planned business activities there is no guarantee that we will
generate future sales or revenues.
We
will require additional financing in order to proceed with our business plan.
Although we plan to raise capital through equity or debt financing, debt
financing may not prove to be a viable alternative for funding our operations as
we do not have tangible assets against which to secure debts. We anticipate that
any additional funding will be in the form of equity financing from the sale of
our common stock. However, we do not have any financing arranged and
we cannot provide any assurance that we will be able to raise sufficient funds
from the sale of our common stock to finance our operations or planned
exploration activities. In the absence of such financing, we will not be able to
purchase non-operated working interests in existing wells or carry out
exploration programs on any acquired properties. Even if we are successful in
obtaining equity financing to fund our operations and exploration activities,
there is no assurance that we will obtain the amount necessary to pursue the
advanced exploration of any acquired properties following the completion of
preliminary exploration. If we do not continue to obtain financing, we may be
forced to abandon our business plan or our property interests.
We
also hope to obtain additional financing as part of a merger or acquisition
agreement that we are currently negotiating. However, there is no guarantee that
we will enter into a definitive merger or acquisition agreement. If we
successfully complete a merger or acquisition our capital requirements and
business plans may change substantially.
Modifications to
our current plans will be based on many factors, including the results of
product research and development, the assessment of market research, food
production costs, and the amount of available capital. Further, the extent to
which we carry out our business plan is dependent upon the amount of financing
available to us.
We
may also consider entering into joint ventures or other strategic arrangements
to provide the required funding to pursue our business plan. If we enter into a
joint venture arrangement, we would likely have to assign a percentage of our
interest in any revenues or future proprietary products to our joint venture
partner(s). The assignment of this interest would be conditional upon the
contribution of capital by the joint venture partner(s) to enable the
advancement of our business activities. There is no assurance that any third
party would enter into a joint venture agreement with us in order to fund our
business.
Product
Research and Development
We
anticipate spending approximately $20,000 in connection with product research
and development activities during the next twelve months. Our ability
to pursue further research and development of our products is subject to
obtaining additional financing.
Acquisition
of Plant and Equipment and Other Assets
We
do not anticipate the sale or acquisition of any material properties, plant or
equipment during the next twelve months. Any acquisitions are subject to
obtaining additional financing.
Off-Balance
Sheet Arrangements
We
have no significant off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
stockholders.
Inflation
The amounts
presented in the financial statements do not provide for the effect of inflation
on our operations or financial position. The net operating losses shown would be
greater than reported if the effects of inflation were reflected either by
charging operations with amounts that represent replacement costs or by using
other inflation adjustments.
Audit
Committee
The functions of
the audit committee are currently carried out by our Board of Directors. Our
Board of Directors has determined that we do not have an audit committee
financial expert on our Board of Directors carrying out the duties of the audit
committee. Our Board of Directors has determined that the cost of hiring a
financial expert to act as a director of us and to be a member of the audit
committee or otherwise perform audit committee functions outweighs the benefits
of having a financial expert on the audit committee.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not
applicable.
Disclosure Controls
We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that
are designed to ensure that the information we are required to disclose in the
reports that we file or submit under the Exchange Act 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 Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure. We carried out an evaluation, under the supervision and
with the participation of our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this
report. Based on the evaluation of these disclosure controls and
procedures, and on the material weaknesses in our internal control over
financial reporting identified in our Annual Report on Form 10-K for the period
ended December 31, 2008, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were not
effective.
Changes in internal
control
We
have not been able to implement any of the recommended changes to control over
financial reporting listed in our Annual Report on Form 10-K for the year ended
December 31, 2008. As such, there were no changes in our internal
control over financial reporting (as defined in Rule 13a-15(f) promulgated under
the Exchange Act) during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
Management is not
aware of any legal proceedings contemplated by any governmental authority or any
other party against us. None of our directors, officers or affiliates: (i) are a
party adverse to us in any legal proceedings, or (ii) have an adverse interest
to us in any legal proceedings. Management is not aware of any other legal
proceedings that have been threatened against us.
None.
None.
None.
None
Exhibit
Number
|
Exhibit
Description
|
31.1
|
|
32.1
|
|
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
KORE
NUTRITION, INC.
Date: May
20, 2009
|
By:
|
/s/
Deanna Embury
|
|
|
Deanna
Embury
|
|
|
President,
Principal Executive Officer, Principal Financial Officer,
Director
|
9