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 December 31, 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 March 4, 2016.

 

 

 

 
   

 

KORE RESOURCES, INC.

FINANCIAL STATEMENTS

December 31, 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
     
  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

 

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PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

KORE RESOURCES. INC.

BALANCE SHEETS

(UNAUDITED)

 

   December 31, 2015   June 30, 2015 
         
ASSETS          
CURRENT ASSETS          
Cash  $111   $- 
Prepaid expenses   -    3,390 
           
TOTAL CURRENT ASSETS   111    3,390 
           
TOTAL ASSETS  $111   $3,390 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
CURRENT LIABILITIES          
Accounts payable and accrued liabilties  $56,390   $17,400 
Accounts payable to related party   41,780    27,780 
Notes payable   45,000    15,000 
           
TOTAL CURRENT LIABILITIES   143,170    60,180 
           
COMMITMENTS AND CONTINGENCIES   -    - 
           
STOCKHOLDERS’ DEFICIT          
           
Common stock, $0.00001 par value, 150,000,000 shares authorized, 112,750,000 and 112,750,000 shares issued and outstanding, respectively   11,275    11,275 
Additional paid-in capital   247,776    247,776 
Subscription receivable   (36,807)   (36,807)
Accumulated deficit   (365,303)   (279,034)
TOTAL STOCKHOLDERS’ DEFICIT   (143,059)   (56,790)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $111   $3,390 

 

The accompanying notes are an integral part of these unaudited financial statements. 

 

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KORE RESOURCES, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   For the Three Months   For the Three Months   For the Six Months   For the Six Months 
   Ended   Ended   Ended   Ended 
   December 31, 2015   December 31, 2014   December 31, 2015   December 31, 2014 
                 
OPERATING EXPENSES                    
Consulting  $14,500   $-   $31,500   $- 
General and administrative   37,337    29,013    52,780    37,417 
Total Operating Expenses   51,837    29,013    84,280    37,417 
                     
Other Expense                    
Interest expense   (1,894)   -    (1,989)   - 
Total other expense   (1,894)   -    (1,989)   - 
                     
NET LOSS FROM CONTINUING OPERATIONS   (53,731)   (29,013)   (86,269)   (37,417)
NET LOSS FROM DISCONTINUED OPERATIONS   -    (97,421)   -    (160,992)
                     
NET LOSS BEFORE PROVISION FOR TAX   (53,731)   (126,434)   (86,269)   (198,409)
                     
Provision for Income Taxes   -    -    -    - 
                     
NET LOSS  $(53,731)  $(126,434)  $(86,269)  $(198,409)
                     
Net loss per common share - basic and diluted                    
Continuing operations  $(0.00)  $(0.00)  $(0.00)  $(0.00)
Discontinued operations  $(0.00)  $(0.00)  $(0.00)  $(0.00)
Net loss per common share  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Weighted average number of common shares outstanding - basic and diluted   112,750,000    112,750,000    112,750,000    112,750,000 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

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KORE RESOURCES, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   For the Six Months   For the Six Months 
   Ended   Ended 
   December 31, 2015   December 31, 2014 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(86,269)  $(198,409)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   -    2,046 
Changes in operating assets and liabilities:          
Prepaid expenses   3,390    2,192 
Deposits   -    3,900 
Accounts payable and accrued liabilties   38,990    21,088 
Accounts payable to related party   14,000    17,500 
Net Cash Used In Operating Activities   (29,889)   (151,683)
           
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   -    (10,083)
Proceeds from notes payable   30,000    15,000 
Proceeds from sale of common stock   -    130,000 
Net Cash Provided By Financing Activities   30,000    134,917 
           
NET INCREASE / (DECREASE) IN CASH   111    (18,594)
           
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   -    19,784 
           
CASH AND CASH EQUIVALENTS AT END OF PERIOD  $111   $1,190 
           
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 
Common stock issued for subscription receivable   -    100,000 
Common stock issued for advances payable   -    45,000 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

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KORE RESOURCES, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited interim 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 December 31, 2015 are not necessarily indicative of results for the full fiscal year. It is management’s opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. These financial statements and notes should be read in conjunction with the financial statements and notes for the year ended June 30, 2015 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 December 31, 2015, the Company has a working capital deficit of $143,059. 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.

 

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The following table summarizes the loss from discontinued operations:

 

Income and Expenses of Discontinued Operations

 

   Three Months   Three Months 
   Ended   Ended 
   December 31, 2015   December 31, 2014 
         
General and administrative expenses  $   $97,421 
           
Loss from discontinued operations  $   $(97,421)

 

   Six Months   Six Months 
   Ended   Ended 
   December 31, 2015   December 31, 2014 
         
General and administrative expenses  $   $160,992 
           
Loss from discontinued operations  $   $(160,992)

 

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 December 31, 2015 and June 30, 2015, our President and CEO was owed $41,780 and $27,780, respectively, for consulting services provided to the Company.

 

NOTE 5 – NOTES 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 December 31, 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 December 31, 2015, the outstanding principal balance was $15,000.

 

On November 10, 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 December 31, 2015, the outstanding principal balance was $15,000.

 

NOTE 6 – SUBSEQUENT EVENTS.

 

On March 2, 2016, the Company entered into a promissory note in the amount of $30,000. The note is unsecured, due on March 2, 2017 and bears interest at a rate of 8% per annum.

 

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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.

 

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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 December 31, 2015 compared to the Three Months Ended December 31, 2014

 

Revenues

 

We did not have any revenues for the three months ended December 31, 2015 and 2014, respectively.

 

Consulting Expenses

 

We recognized consulting expenses in the amount of $14,500 and $nil for the three months ended December 31, 2015 and 2014, respectively. The increase was a result of amounts owed to our executive officer for services provided to the Company.

 

General and Administrative Expenses

 

We recognized general and administrative expenses in the amount of $37,337 and $29,013 for the three months ended December 31, 2015 and 2014, respectively. The relatively small increase in G &A expenses is a result of having very similar public company expenses during both time periods in question.

 

Net Loss

 

We incurred a net loss of $53,731 for the three months ended December 31, 2015, as compared to $126,434 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.

 

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Six Months Ended December 31, 2015 compared to the Six Months Ended December 31, 2014

 

Revenues

 

We did not have any revenues for the six months ended December 31, 2015 and 2014, respectively.

 

Consulting Expenses

 

We recognized consulting expenses in the amount of $31,500 and $nil for the six months ended December 31, 2015 and 2014, respectively. The increase was a result of amounts owed to our executive officer for services provided to the Company.

 

General and Administrative Expenses

 

We recognized general and administrative expenses in the amount of $52,780 and $37,417 for the six months ended December 31, 2015 and 2014, respectively. The increase year over year was directly a result of increased public company expenses.

 

Net Loss

 

We incurred a net loss of $86,269 for the six months ended December 31, 2015, as compared to $198,409 for the comparable period of 2014. The decrease in the net loss was mainly the result of the operations of WeedWeb, being discontinued.

 

Liquidity and Capital Resources

 

As of December 31, 2015, we had $111 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.

 

On November 10, 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 Six Months
Ended
December 31,
 
   2015   2014 
Net cash used in operating activities  $(29,889)  $(151,683)
Net cash used in investing activities  $-   $(1,828)
Net cash provided by financing activities  $30,000   $134,917 

 

Net cash used in operations was $29,889 for the six months ended December 31, 2015 compared to $151,683 for the six months ended December 31, 2014. This decrease was primarily attributable to operations of WeedWeb being reclassified to discontinued operations.

 

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Net cash used in investing activities was $0 and $1,828 for the six months ended December 31, 2015 and 2014, respectively.

 

New cash flows provided by financing activities for the six months ended December 31, 2015 were $30,000, compared to $134,917 for the six months ended December 31, 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.

 

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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 six months ended December 31, 2015.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the six month period ended December 31, 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
     
10.2  

Promissory Note

     
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

 

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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 4th day of March, 2016.

 

  KORE RESOURCES INC.
     
  BY: /s/ MATTHEW KILLEEN
    MATTHEW KILLEEN
   

Principal Executive Officer

Principal Financial Officer and

Principal Accounting Officer

 

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8% PROMISSORY NOTE

 

$30,000 Date: March 2nd, 2016

 

FOR VALUE RECEIVED, Kore Resources, INC., a Nevada corporation, (“Maker”), promises to pay Murray Capital Corp. (“Holder”), in lawful money of the United States, the principal sum of Thirty Thousand Dollars ($30,000.00), plus interest thereon (the “Promissory Note”) from the date of issuance until paid in full, as set forth below.

 

1. Interest Rate

 

Interest on the principal sum of this Promissory Note shall accrue at the rate of eight percent (8%) per annum, compounded annually, based on a 365-day year and the actual number of days elapsed. Interest shall be payable by Maker on an annual basis and, except as provided in Paragraph 2 below, shall not be forgiven.

 

2. Payments/Forgiveness

 

The entire principal sum and all accrued but unpaid interest and any other sums payable hereunder shall be due and payable in full on the one year anniversary date of the date hereof. All payments hereunder shall be applied first to interest then to principal.

 

3. Prepayment

 

The Maker may prepay all or any portion of the principal of this Promissory Note at any time and from time to time without premium or penalty. Any such prepayment shall be applied against the installments of principal due under this Promissory Note in the inverse order of their maturity and shall be accompanied by payment of accrued interest on the amount prepaid to the date of prepayment.

 

4. Application of Payments

 

All payments received by Holder shall be applied first to accrued interest, then to other charges due with respect to this Promissory Note, and then to then-unpaid principal balance.

 

  
  

 

5. Cancellation of Promissory Note

 

Upon the repayment by the Maker of all of its obligations hereunder to the Holder, including, without limitation, the principal amount of this Promissory Note, plus accrued but unpaid interest, the indebtedness evidenced hereby shall be deemed canceled and paid in full.

 

6. Severability

 

If any provision of this Promissory Note is, for any reason, invalid or unenforceable, the remaining provisions of this Promissory Note will nevertheless be valid and enforceable and will remain in full force and effect. Any provision of this Promissory Note that is held invalid or unenforceable by a court of competent jurisdiction will be deemed modified to the extent necessary to make it valid and enforceable and as so modified will remain in full force and effect.

 

7. Default and Remedies

 

  a. Default

 

Maker will be in default under this Promissory Note if (i) Maker fails to make a payment of principal and/or interest hereunder when due; or (ii) Maker breaches any other covenant or agreement under this Promissory Note; or (iii) Maker defaults under any other provision of this Promissory Note or under any guarantee or other agreement providing security for the payment of this Promissory Note; or (iv) Maker breaches any representation or warranty under this Promissory Note or any such guarantee or other agreement; or (v) there occurs the liquidation, dissolution, death or incompetency of the Maker or any individual, corporation, partnership or other entity guaranteeing or providing security for the payment of this Promissory Note; or (vi) there occurs the sale of a material portion of the business and assets of the Maker or any corporation, partnership or other entity guaranteeing or providing security for the payment of this Promissory Note; or (vii) there occurs the making of any assignment for the benefit of creditors by the Maker or by any individual, corporation, partnership or other entity guaranteeing or providing security for the payment of this Promissory Note; or (viii) Maker is declared to be in default by a court of competent jurisdiction or by an arbitrator for any reason.

 

  b. Remedies

 

Upon Maker’s default, Holder may (i) upon fifteen (15) days’ written notice to Maker, declare the entire principal sum and all accrued and unpaid interest hereunder immediately due and payable and (ii) exercise any and all remedies provided under applicable law. The Holder’s remedies provided in this Promissory Note shall be cumulative and in addition to all other remedies available to the Holder under this Promissory Note, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy of the Holder contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the Holder’s right to pursue actual damages for any failure by the Maker to comply with the terms of this Promissory Note. No remedy conferred under this Promissory Note upon the Holder is intended to be exclusive of any other remedy available to the Holder, pursuant to the terms of this Promissory Note or otherwise. No single or partial exercise by the Holder of any right, power or remedy hereunder shall preclude any other or further exercise thereof. The failure of the Holder to exercise any right or remedy under this Promissory Note or otherwise, or delay in exercising such right or remedy, shall not operate as a waiver thereof. Every right and remedy of the Holder under any document executed in connection with this transaction may be exercised from time to time and as often as may be deemed expedient by the Holder. The Maker acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Maker therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, and specific performance without the necessity of showing economic loss and without any bond or other security being required.

 

  
  

 

8. Waivers

 

  a. Maker, and any endorsers or guarantors hereof, severally waive diligence, presentment, protest and demand and also notice of dishonor of this Promissory Note. No extension of time for the payment of this Promissory Note, or any installment hereof, agreed to by Holder with any person now or hereafter liable for the payment of this Promissory Note, shall affect the original liability of Maker under this Promissory Note, even if Maker is not a party to such agreement. Holder may waive its right to require performance of or compliance with any term, covenant or condition of this Promissory Note only by express written waiver.
     
  b. The failure or delay by Holder in exercising any of its rights hereunder in any instance shall not constitute a waiver thereof in that or any other instance. Holder may not waive any of its rights except by an instrument in writing signed by the holder.

 

9. Miscellaneous

 

  a. Maker shall pay all costs, including, without limitation, reasonable attorneys’ fees and costs incurred by Holder in collecting the sums due hereunder, whether or not any legal action is actually filed, litigated or prosecuted to judgment or award. In the event of any action or legal proceeding concerning this Promissory Note or the enforcement of any rights hereunder, Holder shall be entitled to, in addition to any other relief to which Holder may be entitled, all legal and court costs and expenses, including reasonable attorneys’ fees, incurred by Holder in connection with such action.

 

  
  

 

  b. This Promissory Note may be modified only by a written agreement executed by Maker and Holder.
     
  c. This Promissory Note and the obligations of the undersigned shall be governed in all respects by and construed in accordance with the laws of the State of Nevada. This Promissory Note shall be deemed a contract made under the laws of the State of Nevada and the validity of this Promissory Note and all rights and liabilities hereunder shall be determined under the laws of said State. For purposes of any proceeding involving this Promissory Note or any of the obligations of the undersigned, the undersigned hereby submits to the non-exclusive jurisdiction of the courts of the State of Nevada having jurisdiction in the State of Nevada, and agrees not to raise and waives any objection to or defense based upon the venue of any such court or based upon forum non conveniens. The undersigned agrees not to bring any action or other proceeding with respect to this Promissory Note or with respect to any of its obligations in any other court unless such courts of the State of Nevada determine that they do not have jurisdiction in the matter.
     
  d. The terms of this Promissory Note shall inure to the benefit of and bind Maker and Holder and their respective heirs, legal representatives and successors and assigns.
     
  e. Time is of the essence with respect to all matters set forth in this Promissory Note.
     
  f. If this Promissory Note is destroyed, lost or stolen, Maker will deliver a new Promissory Note to Holder on the same terms and conditions as this Promissory Note, with a notation of the unpaid principal and accrued and unpaid interest in substitution of the prior Promissory Note. Holder shall furnish to Maker reasonable evidence that the Promissory Note was destroyed, lost or stolen and any security or indemnity that may be reasonably required by Maker in connection with the replacement of this Promissory Note.
     
  g. All payments of principal and interest shall be made in lawful currency of the United States of America to the Holder at the address shown above or to a different location upon receipt of written notice from the Holder.
     
  h. The Maker agrees to pay on demand (i) all expenses (including, without limitation, legal fees and disbursements) incurred in connection with the negotiation and preparation of this Promissory Note and any documents in connection with this Promissory Note, and (ii) all expenses of collecting and enforcing this Promissory Note and any guarantee or collateral securing this Promissory Note, including, without limitation, expenses and fees of legal counsel, court costs and the cost of appellate proceedings.
     
  i. The headings of the sections of this Promissory Note are inserted for convenience only and shall not be deemed to constitute a part of this Promissory Note.
     
  j. This Promissory Note may not be amended without the written approval of Holder and Maker.

 

  
  

 

  k. None of the parties hereto will hereafter enter into any agreement, which is inconsistent with the rights granted to the parties in this Promissory Note.
     
  l. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity, other than the parties to this Promissory Note and their respective permitted successor and assigns, any rights or remedies under or by reason of this Promissory Note.
     
  m. As a material inducement for the Holder to loan to the Maker the monies hereunder, the Maker hereby waives any right to trial by jury in any legal proceeding related in any way to this agreement and/or any and all of the other documents associated with this transaction.
     
  n. This Promissory Note (including any recitals hereto) set forth the entire understanding of the parties with respect to the subject matter hereof, and shall not be modified or affected by any offer, proposal, statement or representation, oral or written, made by or for any party in connection with the negotiation of the terms hereof, and may be modified only by instruments signed by all of the parties hereto.

 

[REMAINDER OF PAGE INTENTIONALY LEFT BLANK]

 

  
  

 

IN WITNESS WHEREOF, this Promissory Note is executed by the undersigned as of the date set forth above.

 

  PROMISSORY NOTE MAKER:
   
  KORE RESOURCES, INC.
   
  By: /s/ Matthew Killeen
  Name: Matthew Killeen
  Title: President

 

  
  



 

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.;
   
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;
   
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;
   
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:

 

  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;
     
  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;
     
  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
     
  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):

 

  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
     
  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: March 4, 2016

 

  BY: /s/ MATTHEW KILLEEN
    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: March 4, 2016

 

  BY: /s/ MATTHEW KILLEEN
    MATTHEW KILLEEN
   

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.

 

 
 

 



v3.3.1.900
Document and Entity Information - shares
6 Months Ended
Dec. 31, 2015
Mar. 04, 2016
Document And Entity Information    
Entity Registrant Name Kore Resources Inc.  
Entity Central Index Key 0001572317  
Document Type 10-Q  
Document Period End Date Dec. 31, 2015  
Amendment Flag false  
Current Fiscal Year End Date --06-30  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   112,750,000
Trading Symbol KORX  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2016  


v3.3.1.900
Balance Sheets (Unaudited) - USD ($)
Dec. 31, 2015
Jun. 30, 2015
CURRENT ASSETS    
Cash $ 111
Prepaid expenses $ 3,390
TOTAL CURRENT ASSETS $ 111 3,390
TOTAL ASSETS 111 3,390
CURRENT LIABILITIES    
Accounts payable and accrued liabilties 56,390 17,400
Accounts payable to related party 41,780 27,780
Notes payable 45,000 15,000
TOTAL CURRENT LIABILITIES $ 143,170 $ 60,180
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT    
Common stock, $0.00001 par value, 150,000,000 shares authorized, 112,750,000 and 112,750,000 shares issued and outstanding, respectively $ 11,275 $ 11,275
Additional paid-in capital 247,776 247,776
Subscription receivable (36,807) (36,807)
Accumulated deficit (365,303) (279,034)
TOTAL STOCKHOLDERS' DEFICIT (143,059) (56,790)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 111 $ 3,390


v3.3.1.900
Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Dec. 31, 2015
Jun. 30, 2015
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 150,000,000 150,000,000
Common stock, shares issued 112,750,000 112,750,000
Common stock, shares outstanding 112,750,000 112,750,000


v3.3.1.900
Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
OPERATING EXPENSES        
Consulting $ 14,500 $ 31,500
General and administrative 37,337 $ 29,013 52,780 $ 37,417
Total Operating Expenses 51,837 $ 29,013 84,280 $ 37,417
Other Expense        
Interest expense (1,894) (1,989)
Total other expense (1,894) (1,989)
NET LOSS FROM CONTINUING OPERATIONS $ (53,731) $ (29,013) $ (86,269) $ (37,417)
NET LOSS FROM DISCONTINUED OPERATIONS (97,421) (160,992)
NET LOSS BEFORE PROVISION FOR TAX $ (53,731) $ (126,434) $ (86,269) $ (198,409)
Provision for Income Taxes
NET LOSS $ (53,731) $ (126,434) $ (86,269) $ (198,409)
Net loss per common share - basic and diluted        
Continuing operations $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Discontinued operations (0.00) (0.00) (0.00) (0.00)
Net loss per common share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Weighted average number of common shares outstanding - basic and diluted 112,750,000 112,750,000 112,750,000 112,750,000


v3.3.1.900
Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Dec. 31, 2015
Dec. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (86,269) $ (198,409)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 2,046
Changes in operating assets and liabilities:    
Prepaid expenses $ 3,390 2,192
Deposits 3,900
Accounts payable and accrued liabilties $ 38,990 21,088
Accounts payable to related party 14,000 17,500
Net Cash Used In Operating Activities $ (29,889) (151,683)
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 (10,083)
Proceeds from notes payable $ 30,000 15,000
Proceeds from sale of common stock 130,000
Net Cash Provided By Financing Activities $ 30,000 134,917
NET INCREASE / (DECREASE) IN CASH $ 111 (18,594)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 19,784
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 111 $ 1,190
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
Common stock issued for subscription receivable 100,000
Common stock issued for advances payable $ 45,000


v3.3.1.900
Basis of Presentation
6 Months Ended
Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited interim 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 December 31, 2015 are not necessarily indicative of results for the full fiscal year. It is management’s opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. These financial statements and notes should be read in conjunction with the financial statements and notes for the year ended June 30, 2015 included in the Company’s Annual Report on Form 10-K. Certain prior period amounts have been reclassified to conform to current period presentation.



v3.3.1.900
Going Concern
6 Months Ended
Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Going Concern

NOTE 2 – GOING CONCERN

 

The Company has sustained operating losses and cash used in operating activities since inception, and as of December 31, 2015, the Company has a working capital deficit of $143,059. 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.



v3.3.1.900
Disposal of Weedweb
6 Months Ended
Dec. 31, 2015
Discontinued Operations and Disposal Groups [Abstract]  
Disposal of Weedweb

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  
    December 31, 2015     December 31, 2014  
             
General and administrative expenses   $     $ 97,421  
                 
Loss from discontinued operations   $     $ (97,421 )

 

    Six Months     Six Months  
    Ended     Ended  
    December 31, 2015     December 31, 2014  
             
General and administrative expenses   $     $ 160,992  
                 
Loss from discontinued operations   $     $ (160,992 )

 

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  

 



v3.3.1.900
Related Party Transactions
6 Months Ended
Dec. 31, 2015
Related Party Transactions [Abstract]  
Related Party Transactions

NOTE 4 – RELATED PARTY TRANSACTIONS

 

As of December 31, 2015 and June 30, 2015, our President and CEO was owed $41,780 and $27,780, respectively, for consulting services provided to the Company.



v3.3.1.900
Notes Payable
6 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Notes Payable

NOTE 5 – NOTES 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 December 31, 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 December 31, 2015, the outstanding principal balance was $15,000.

 

On November 10, 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 December 31, 2015, the outstanding principal balance was $15,000.



v3.3.1.900
Subsequent Events
6 Months Ended
Dec. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events

NOTE 6 – SUBSEQUENT EVENTS.

 

On March 2, 2016, the Company entered into a promissory note in the amount of $30,000. The note is unsecured, due on March 2, 2017 and bears interest at a rate of 8% per annum.



v3.3.1.900
Disposal of Weedweb (Tables)
6 Months Ended
Dec. 31, 2015
Schedule of Assets and Liabilities of Discontinued Operations and Loss from Discontinued Operations

The following table summarizes the loss from discontinued operations:

 

Income and Expenses of Discontinued Operations

 

    Three Months     Three Months  
    Ended     Ended  
    December 31, 2015     December 31, 2014  
             
General and administrative expenses   $     $ 97,421  
                 
Loss from discontinued operations   $     $ (97,421 )

 

    Six Months     Six Months  
    Ended     Ended  
    December 31, 2015     December 31, 2014  
             
General and administrative expenses   $     $ 160,992  
                 
Loss from discontinued operations   $     $ (160,992 )

Weed Web Inc [Member]  
Schedule of Assets and Liabilities of Discontinued Operations and Loss from Discontinued Operations

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  



v3.3.1.900
Going Concern (Details Narrative)
Dec. 31, 2015
USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Working capital deficit $ 143,059


v3.3.1.900
Disposal of Weedweb (Details Narrative)
6 Months Ended
Dec. 31, 2015
shares
Weed Web Inc [Member]  
Common shares returned and cancelled for disposal group 15,000,000


v3.3.1.900
Disposal of Weedweb - Schedule of Assets and Liabilities of Discontinued Operations and Loss from Discontinued Operations (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
General and administrative expenses $ 97,421 $ 160,992
Loss from discontinued operations $ (97,421) $ (160,992)
Weed Web Inc [Member]        
Cash $ 2,142   $ 2,142  
Property and equipment 3,185   3,185  
Intangible assets 14,208   14,208  
Accounts payable to related party (3,486)   (3,486)  
Net assets disposed $ 16,049   $ 16,049  


v3.3.1.900
Related Party Transactions (Details Narrative) - USD ($)
Dec. 31, 2015
Jun. 30, 2015
President and CEO [Member]    
Amount owed to consulting services $ 41,780 $ 27,780


v3.3.1.900
Notes Payable (Details Narrative) - USD ($)
Nov. 14, 2014
Dec. 31, 2015
Nov. 10, 2015
Sep. 01, 2015
Debt Disclosure [Abstract]        
Promissory note amount $ 15,000      
Promissory note maturity date May 14, 2015      
Promissory note principal, amount   $ 15,000 $ 15,000 $ 15,000
Percentage of promissory note interest per annum     8.00% 8.00%


v3.3.1.900
Subsequent Events (Details Narrative) - USD ($)
Mar. 02, 2016
Nov. 14, 2014
Nov. 10, 2015
Sep. 01, 2015
Promissory note amount   $ 15,000    
Unsecured due date   May 14, 2015    
Percentage of promissory note interest per annum     8.00% 8.00%
Subsequent Event [Member]        
Promissory note amount $ 30,000      
Unsecured due date Mar. 02, 2017      
Percentage of promissory note interest per annum 8.00%      
Uneeqo (CE) (USOTC:UNEQ)
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