UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended January 31, 2011
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 333-164908
KOPR RESOURCES CORP.
(Exact name of registrant as specified in its charter)
Delaware 41-2252162
(State or other jurisdiction of (IRS Identification No.)
incorporation or organization)
670 Kent Avenue
Teaneck, NJ 07666
(Address of principal executive offices)
(201) 410-9400
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).* Yes [ ] No [X]
----------
* The registrant has not yet been phased into the interactive data requirements.
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 definition of "large accelerated filer," "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]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark 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 distributions of securities under a plan
confirmed by a court. Yes [ ] No [ ] N/A [X]
APPLICABLE TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Class - Common Stock, 3,501,500
shares outstanding as of March 8, 2011.
KOPR RESOURCES CORP.
INDEX TO FORM 10-Q
Page No.
--------
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)................................ 3
Balance Sheets............................................. 3
Statements of Operations................................... 4
Statement of Changes in Stockholders' Deficiency........... 5
Statements of Cash Flows................................... 6
Notes to Financial Statements.............................. 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................... 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk...... 13
Item 4. Controls and Procedures......................................... 13
PART II OTHER INFORMATION
Item 1. Legal Proceedings............................................... 14
Item 1A. Risk Factors.................................................... 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..... 14
Item 3. Defaults Upon Senior Securities................................. 14
Item 4. Removed and Reserved............................................ 14
Item 5. Other Information............................................... 14
Item 6. Exhibits........................................................ 14
Signatures...................................................... 15
EX-31 Section 302 Certification of Principal Executive and Principal
Financial Officer
EX-32 Section 906 Certification of Principal Executive and Principal
Financial Officer
2
KOPR RESOURCES CORP.
(An Exploration Stage Company)
Balance Sheets
(Unaudited)
January 31, October 31,
2011 2010
--------- ---------
ASSETS
Current assets
Cash and cash equivalents $ 8,050 $ 9,881
Prepaid expense 475 --
--------- ---------
Total current assets $ 8,525 $ 9,881
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable $ 43,545 $ 76,397
Loan from director 51,500 51,500
--------- ---------
TOTAL CURRENT LIABILITIES 95,045 127,897
--------- ---------
STOCKHOLDERS' DEFICIENCY
Preferred stock $0.001 par value 75,000,000 shares authorized; none issued -- --
Common stock $0.001 par value 150,000,000 shares authorized;
3,501,500 shares issued and outstanding for both periods 3,502 3,502
Additional paid-in-capital 21,498 21,498
Deficit accumulated during exploration stage (111,520) (143,016)
--------- ---------
TOTAL STOCKHOLDERS' DEFICIENCY (86,520) (118,016)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 8,525 $ 9,881
========= =========
See notes to financial statements
3
KOPR RESOURCES CORP.
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
For the Period
July 23, 2007
Three Months Three Months (Inception)
Ended Ended Through
January 31, January 31, January 31,
2011 2010 2011
---------- ---------- ----------
Revenues $ -- $ -- $ --
Cost of sales -- -- --
---------- ---------- ----------
Gross margin -- -- --
---------- ---------- ----------
OPERATING EXPENSES
General & administrative expenses (25,996) 18,864 (117,020)
---------- ---------- ----------
Total Operating Expenses 25,996 (18,864) (117,020)
---------- ---------- ----------
OTHER INCOME
Gain on forgiveness of debt 5,500 -- 5,500
---------- ---------- ----------
INCOME BEFORE INCOME TAX EXPENSE 31,496 (18,864) (111,520)
Income tax expense -- -- --
---------- ---------- ----------
NET INCOME (LOSS) $ 31,496 $ (18,864) $ (111,520)
========== ========== ==========
Income (Loss) per share basic
and diluted $ 0.01 $ (0.01)
========== ==========
Weighted average number of
common shares outstanding
basic and diluted 2,501,500 2,501,500
========== ==========
See notes to financial statements
4
Kopr Resources Corp.
(An Exploration Stage Company)
Statements of Changes in Shareholders' Deficiency
For the Period from July 23, 2007(Inception) through January 31,2011
(Unaudited)
Deficit
Accumulated
Common Stock Additional During Total
--------------------- Paid-in Exploration Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
September 25, 2007 stock issued for cash 1,500 $ 2 $ 9,998 $ -- $ 10,000
Net loss (5,500) (5,500)
----------- -------- -------- --------- ---------
Balance October 31, 2007 1,500 2 9,998 (5,500) 4,500
June 1, 2008 stock issued for cash 2,500,000 2,500 2,500 -- 5,000
Net loss (32,605) (32,605)
----------- -------- -------- --------- ---------
Balance October 31, 2008 2,501,500 2,502 12,498 (38,105) (23,105)
Net loss (43,576) (43,576)
----------- -------- -------- --------- ---------
BALANCE OCTOBER 31, 2009 2,501,500 2,502 12,498 (81,681) (66,681)
June 17, 2010 stock issued for cash 1,000,000 1,000 9,000 -- 10,000
Net loss (61,335) (61,335)
----------- -------- -------- --------- ---------
BALANCE OCTOBER 31,2010 3,501,500 3,502 21,498 (143,016) (118,016)
Net income 31,496 31,496
----------- -------- -------- --------- ---------
BALANCE JANUARY 31, 2011 (UNAUDITED) 3,501,500 $ 3,502 $ 21,498 $(111,520) $ (86,520)
=========== ======== ======== ========= =========
See notes to financial statements
5
KOPR RESOURCES CORP.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
For the Period
July 23, 2007
Three Months ended (Inception)
January 31, Through
------------------------------- January 31,
2011 2010 2011
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 31,496 $ (18,864) $ (111,520)
Adjustments to reconcile net loss to net cash
used in operating activities
Gain on forgiveness of debt (5,500) -- (5,500)
Changes in operating assets and liabilities
Prepaid Expense (475) -- (475)
Accounts payable (27,352) (9,568) 49,045
---------- ---------- ----------
NETCASH USED IN OPERATING ACTIVITIES (1,831) (28,432) (68,450)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan from director -- 25,000 51,500
Proceeds from sale of common stock -- -- 25,000
---------- ---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- 25,000 76,500
---------- ---------- ----------
Net (decrease) increase in cash and cash equivalents (1,831) (3,432) 8,050
Cash and cash equivalents at beginning of period 9,881 12,295 --
---------- ---------- ----------
Cash and cash equivalents at end of period $ 8,050 $ 8,863 $ 8,050
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
See notes to financial statements
6
KOPR RESOURCES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
(Stated in U.S. Dollars)
1. NATURE AND CONTINUANCE OF OPERATIONS
Kopr Resources Corp., ("the Company") was incorporated under the laws of the
State of Delaware on July 23, 2007. The Company is in the exploration stage of
its resource business and it was generally inactive during the period July 23,
2007 (inception) to October 31, 2009. During the year ended October 31, 2008 the
Company commenced its limited activities by issuing shares and acquiring a
mineral property located in the Osoyoos Mining Division of British Columbia,
Canada. In January 2011 the Company allowed the claim on this property to lapse
and is currently investigating other claims to secure for exploration. The
recoverability of costs incurred for acquisition and exploration of any future
property will be dependent upon the discovery of economically recoverable
reserves, confirmation of the Company's interest in the underlying property, the
ability of the Company to obtain necessary financing to satisfy the expenditure
requirements under the property agreement and to complete the development of the
property and upon future profitable production or proceeds for the sale thereof.
The Company's tax reporting year end is October 31.
These financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
during the exploration stage of $111,520 as of January 31, 2011 and further
losses are anticipated in the development of its business raising substantial
doubt about the Company's ability to continue as a going concern. The ability to
continue as a going concern is dependent upon the Company generating profitable
operations in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. Management intends to finance operating costs over the next
twelve months with existing cash on hand and loans from directors and or private
placement of common stock.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America. All
amounts are presented in U.S. dollars.
INTERIM FINANCIAL INFORMATION
The accompanying unaudited interim financial statements have been prepared by
the Company, in accordance with generally accepted accounting principles
pursuant to Regulation S-X of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in audited financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. Accordingly, these interim financial statements
should be read in conjunction with the Company's financial statements and
related notes as contained in Form 10-K for the year ended October 31, 2010. In
the opinion of management, the interim financial statements reflect all
adjustments, including normal recurring adjustments, necessary for fair
presentation of the interim periods presented. The results of the operations for
the three months ended January 31, 2011 are not necessarily indicative of the
results of operations to be expected for the full year.
EXPLORATION STAGE COMPANY
The Company complies with Accounting Standards Codification ("ASC") 915-235-50
and Securities and Exchange Commission Act Guide 7 for it's characterization of
the Company as an exploration stage enterprise.
7
CASH AND CASH EQUIVALENTS
Cash equivalents include all highly liquid debt instruments with original
maturities of three months or less which are not securing any corporate
obligations.
MINERAL INTERESTS
Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified. To date, the
Company has not established any proven or probable reserves on its mineral
properties. The Company has adopted the provisions of SFAS No. 143 "Accounting
for Asset Retirement Obligations" ("ASC 410") which establishes standards for
the initial measurement and subsequent accounting for obligations associated
with the sale, abandonment, or other disposal of long -lived tangible assets
arising from the acquisition, construction or development and for normal
operations of such assets. As at January 31, 2011, any potential costs relating
to the future retirement of the Company's mineral property if any have not yet
been determined.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
FOREIGN CURRENCY TRANSLATION
The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52 "Foreign Currency
Translation," ("ASC 830") foreign denominated monetary assets and liabilities
are translated into their United States dollar equivalents using foreign
exchange rates which prevailed at the balance sheet date. Non monetary assets
and liabilities are translated at the exchange rates prevailing on the
transaction date. Revenue and expenses are translated at average rates of
exchange during the year. Gains or losses resulting from foreign currency
transactions are included in results of operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of cash and accounts payable and accrued liabilities
approximates their fair value because of the short maturity of these
instruments. Unless otherwise noted, it is management's opinion the Company is
not exposed to significant interest currency or credit risks arising from these
financial instruments.
ENVIRONMENT COSTS
Environmental expenditures that relate to current operations are expensed or
capitalized as appropriate. Expenditures that relate to an existing condition
caused by past operations, and which do not contribute to current or future
revenue generation, are expensed. Liabilities are recorded when environmental
assessments and/or remedial efforts are probably, and the cost can be reasonably
estimated. Generally, the timing of these accruals coincides with the earlier of
completion of a feasibility study or the Company's commitments to plan of action
based on the then known facts.
INCOME TAXES
The Company follows the accrual method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences). The effect on the deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
At January 31, 2011, a full deferred tax asset valuation allowance has been
provided and no deferred tax asset has been recorded.
8
BASIC AND DILUTED LOSS PER SHARE
The Company computes loss per share in accordance with ASC 260-10-45 "Earnings
per Share", (SFAS 128) which requires presentation of both basic and diluted
earnings per share on the face of the statement of operations. Basic loss per
share is computed by dividing net loss available to common shareholders by the
weighted average number of outstanding common shares during the period. Diluted
loss per share gives effect to all dilutive potential common shares outstanding
during the period. Dilutive loss per share excludes all potential common shares
if their effect is anti-dilutive.
The Company has no potential dilutive instruments. Basic loss and diluted loss
per share are equal.
STOCK BASED COMPENSATION
In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payments," which
replaced SFAS No. 123, "Accounting for Stock-Based Compensation" and superseded
APB Opinion No. 25, "Accounting for Stock Issued to Employees." In January 2005,
the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin
("SAB") No. 107, "Share-Based Payment," which provides supplemental
implementation guidance for SFAS No. 123R SFAS No. 123R requires all share based
payments to employees , including grants of employee stock options, to be
recognized in the financial statements based on the grant date fair value of the
award. SFAS No. 123R was to be effective for interim or annual reporting periods
beginning on or after June 15, 2005, but in April 2005, the SEC issued a rule
that will permit most registrants to implement SFAS No. 123R at the beginning of
their next fiscal year, instead of the next reporting period as required by SFAS
No. 123R. The pro-forma disclosures previously permitted under SFAS No. 123R no
longer will be an alternative to financial statement recognition. Under SFAS No.
123R, the Company must determine the appropriate fair value model to be used for
valuing share-based payments, the amortization method for compensation costs and
the transition method to be used at date of adoption.
The transition methods include prospective and retroactive adoption options.
Under the retroactive options, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The prospective
method requires that compensation expense be recorded for all unvested stock
options and restricted stock at the beginning of the first quarter of adoption
of SFAS No. 123R, while the retroactive methods would record compensation
expense for all unvested stock options and restricted stock beginning with the
first period restated. The Company adopted the modified prospective approach of
SFAS No 123R for the period ended January 31, 2011. The Company did not record
any compensation expense for the period ended January 31, 2011 because there
were no stock options outstanding prior to, or at January 31, 2011.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2010, the FASB issued ASU 2010-19, Foreign Currency (Topic 830): Foreign
Currency Issues: Multiple Foreign Currency Exchange Rates. The amendments in
this Update are effective as of the announcement date of March 18, 2010. The
Company does not expect the provisions of ASU 2010-19 to have a material effect
on the financial position, results of operations or cash flows of the Company.
In April 2010, the FASB issued ASU 2010-13, Compensation-Stock Compensation
(Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment
Award in the Currency of the Market in Which the Underlying Equity Security
Trades - a consensus of the FASB Emerging Issues Task Force. The amendments in
this Update are effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2010. Earlier application is
permitted. The Company does not expect the provisions of ASU 2010-13 to have a
material effect on the financial position, results of operations or cash flows
of the Company.
In March 2010, the FASB issued Accounting Standards Update ("ASU") No.2010-11,
which is included in the Certification under ASC 815. This update clarifies the
type of embedded credit derivative that is exempt from embedded derivative
bifurcation requirements. Only an embedded credit derivative that is related to
the subordination of one financial instrument to another qualifies for the
exemption. This guidance became effective for the Company's interim and annual
reporting periods beginning January 1, 2010. The adoption of this guidance did
not have a material impact on the Company's financial statements.
9
In February 2010, the FASB issued ASU No. 2010-09, which is included in the
Codification under ASC 855, SUBSEQUENT EVENTS ("ASC 855"). This update removes
the requirement for an SEC filer to disclose the date through which subsequent
events have been evaluated and become effective for interim and annual reporting
periods beginning January 1, 2010. The adoption of this guidance did not have a
material impact on the Company's financial statements.
In January 2010, the FASB issued ASU No. 2010-06, which is included in the
Codification under ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES ("ASC 820").
This update requires the disclosure of transfers between the observable input
categories and activity in the unobservable input category for fair value
measurements. The guidance also requires disclosures about the inputs and
valuation techniques used to measure fair value and become effective for interim
and annual reporting periods beginning January 1, 2010. The adoption of this
guidance did not have a material impact on the Company's financial statements.
The Company does not expect the adoption of recently issued accounting
pronouncements to have any significant impact on the Company's results of
operations, financial position or cash flow.
As new accounting pronouncements are issued, the Company will adopt those that
are applicable under the circumstances.
3. COMMON STOCK TRANSACTIONS
The total number of common shares authorized that may be issued by the Company
is 150,000,000 shares and 75,000,000 preferred shares each with a par value of
$.001 per share. No other class of shares is authorized.
On July 23, 2007, the Company issued 1,500 shares of common stock to the
Director, for total cash proceeds of $10,000.
On June 1, 2008, the Company issued 2,500,000 shares of common stock to the
Director for total proceeds of $5,000.
On June 17, 2010 the Company issued 1,000,000 shares of common stock to 30
subscribers for gross proceeds of $10,000.
At January 31, 2011, there were no shares of preferred stock, stock options or
warrants issued.
4. MINERAL INTERESTS
On November 28, 2007, the Company entered into a purchase and sale agreement to
acquire a 100% interest in one mining claim of approximately 505 hectares
located in the mining division approximately 15 kilometers north of the town of
Keremos, in South Central British Columbia, Canada. In January 2011 the claim
was allowed to lapse and the Company is currently investigating other claims to
secure for exploration.
5. INCOME TAXES
As of January 31, 2011, the Company had a net operating loss carry forwards of
approximately $111,500 that may be available to reduce future years' taxable
income through 2030. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
not recorded a valuation allowance for the deferred tax asset relating to this
tax loss carry forward.
6. RELATED PARTY TRANSACTIONS
On July 31, 2007, in connection with its organization, the Company issued 1,500
shares of common stock to Andrea Schlectman, a director and officer of the
Company, for consideration of $10,000.
On June 1, 2008, the Company issued 2,500,000 shares of common stock at $.002
per share for a total of $5,000 to Andrea Schlectman as reimbursement for Ms.
Schlectman's payment of $5,000 on behalf of the Company for its mining claim.
10
Andrea Schlectman may in the future, become involved in other business
opportunities as they may become available, thus she may face a conflict in
selecting between the Company and her other business opportunities. The Company
has not formulated a policy for the resolution of such a conflict.
While the Company is seeking additional funds, Ms. Schlectman, a director has
loaned monies to pay for certain expenses incurred. These loan(s) are interest
free and there is no specific time for repayment. The balance due the director
as of January 31, 2011 is $51,500.
7. OTHER DEVELOPMENTS
On February 12, 2010, The Company filed with the Securities and Exchange
Commission a withdrawal request for the Form S-1.Registration Statement which
was declared effective March 9, 2009 and under which no sales had been made.
On February 16, 2010, a new Form S-1.Registration Statement was filed with the
Securities and Exchange Commission and was declared effective on February 26,
2010. At July 31, 2010, 1,000,000 shares of common stock at $0.001 par value
were issued to 30 subscribers at $0.01 per share, for total gross proceeds of
$10,000. This initial offering closed on June 9, 2010.
On April 21, 2010, the Company filed a Form 8-K with the Securities and Exchange
Commission regarding the election of a new director, Guo Yuying, effective April
16, 2010.
She is an independent business consultant and her expertise is helping
management of public and privately-held companies maximize productivity as well
as advising on general corporate matters.
During the three-month period ended January 31, 2011, we incurred general and
administrative expenses (income) of $(25,996) and general and administrative
expenses of $18,864 for the three-month period ended January 31, 2010. The
change in general and administrative expenses during the three-month period
ended January 31, 2011 was due primarily to a statement reduction of $31,722
provided by the legal counsel for legal fees previously estimated based on
pre-bills received prior to issuance of final invoices.
During the three months ended January 31, 2011, the Company recorded income from
a forgiveness of debt of $5,500 due to write-off of account payable due to
George Coetzee for consulting services performed during August and September
2007.
8. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to January 31, 2011 to assess the
need for potential recognition or disclosure in this report. Such events were
evaluated through the date these financial statements were issued. Based upon
this evaluation, it was determined that no subsequent events occurred that
require recognition or disclosure in the financial statements.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
The information in this report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
These forward-looking statements involve risks and uncertainties, including
statements regarding the Company's capital needs, business strategy and
expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate," "predict," "potential" or "continue," the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks outlined from time to time, in other reports we file with the Securities
and Exchange Commission (the "SEC"). These factors may cause our actual results
to differ materially from any forward-looking statement. We disclaim any
obligation to publicly update these statements, or disclose any difference
between its actual results and those reflected in these statements. The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.
BUSINESS AND PLAN OF OPERATION
Kopr Resources Corp. was incorporated under the laws of the state of Delaware on
July 23, 2007. The Company's principal offices are located at 670 Kent Avenue,
Teaneck, NJ 07666. Our telephone number there is (201) 410-9400. Our fax number
is (732) 612-1141.
The Company is a mining exploration stage company engaged in the acquisition and
exploration of mineral properties, primarily for copper and other metals. The
Company had staked a claim on certain property located in the Osoyoos Mining
Division of British Columbia, Canada. In January 2011 the claim lapsed and the
Company is currently investigating other potential claims to secure for
exploration. We have not generated revenue from mining operations.
Even if we secure another claim and complete an exploration program and are
successful in identifying a mineral deposit, we will be required to expend
substantial funds to bring any claim to production.
We would need additional financing to cover future exploration costs on any
property we secure; we currently do not have any financing arranged. Future
exploration would be subject to financing.
On February 16, 2010 the Company filed a Registration Statement (the
"Registration Statement") on Form S-1 for the offering of 1,000,000 shares of
common stock with the SEC, which was declared effective by the SEC on February
26, 2010. On June 9, 2010, the Company closed the offering of the sale of shares
under the Registration Statement with the sale of 1,000,000 shares to 30
subscribers for gross proceeds to the Company of $10,000.
On August 13, 2010, the Company's common stock was approved for trading on the
OTCBB under the symbol "KOPR."
LIQUIDITY AND CAPITAL RESOURCES
Our current assets at January 31, 2011 were $8,525 and current liabilities were
$95,045. We received our initial funding of $10,000 through the sale of common
stock to our sole officer, Andrea Schlectman, who purchased 1,500 shares of our
common stock at approximately $6.66 per share on July 23, 2007. Ms. Schlectman,
paid $5,000 on our behalf for the cost of the mining claim on a prior claim
property, and on June 1, 2008, we issued 2,500,000 shares of our common stock to
Ms. Schlectman in exchange for the cash paid out. The Company registered
1,000,000 shares of common stock for public sale pursuant to the Registration
Statement (the "Registration Statement") on Form S-1 which was filed with the
SEC on February 16, 2010, and declared effective by the SEC on February 26,
2010. On June 9, 2010, the Company accepted subscriptions for 1,000,000 shares
from 30 subscribers pursuant to the prospectus which was part of the
Registration Statement for gross proceeds of $10,000.
12
RESULTS OF OPERATIONS
We are still in the development stage and have no revenues to date. During the
three-month period ended January 31, 2011, we incurred general and
administrative expenses (income) of $(25,996) and general and administrative
expenses of $18,864 for the three-month period ended January 31, 2010. The
change in general and administrative expenses during the three-month period
ended January 31, 2011 was due primarily to a statement reduction of $31,722
provided by the legal counsel for legal fees previously estimated based on
pre-bills received prior to issuance of final invoices. Our net loss since
inception through January 31, 2011 is $111,520.
During the three months ended January 31, 2011, the Company recorded income from
a forgiveness of debt of $5,500 due to write-off of account payable due to
George Coetzee for consulting services performed during August and September
2007.
Management believes that the Company's current cash together with subscriptions
for stock in any private placement will be sufficient to cover the expenses we
will incur during the next twelve months. If we experience a shortage of funds
during our exploration stage, our sole officer has agreed to advance funds as
needed. She has also agreed to pay the cost of reclamation of the property
should exploitable minerals not be found and we abandon our exploration program
and there are no remaining funds in the Company. While she has agreed to advance
the funds, the agreement is verbal and is unenforceable as a matter of law. To
date, she has loaned monies to pay for certain expenses incurred. These loan(s)
are interest free and there is no specific time for repayment. The balance due
the director as of January 31, 2011 is $51,500.
Due to the uncertainty of our ability to meet our current operating and capital
expenses, there is substantial doubt about our ability to continue as a going
concern. These financial statements have been prepared on a going concern basis
which assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
during the exploration stage of $111,520 as of January 31, 2011 and further
losses are anticipated in the development of its business raising substantial
doubt about the Company's ability to continue as a going concern. The ability to
continue as a going concern is dependent upon the Company generating profitable
operations in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. Management intends to finance operating costs over the next
twelve months with existing cash on hand and loans from directors and or private
placement of common stock.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any 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 investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our Company is exposed to a variety of market risks, including changes in
interest rates affecting the return on its cash and cash equivalents and
short-term investments and fluctuations in foreign currency exchange rates; but
due to our present financial situation, we are not extensively exposed.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation and the identification of
material weaknesses in our internal control over financial reporting, our sole
officer and board of directors concluded that, as of January 31, 2011, the
Company's disclosure controls and procedures were not effective.
13
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against the Company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.
ITEM 1A. RISKS FACTORS
Not applicable
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. REMOVED AND RESERVED
ITEM 5. OTHER INFORMATION
a) None
b) None
ITEM 6. EXHIBITS
Exhibits required by Item 601 of Regulation S-K:
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation (*)
3.2 Bylaws (*)
31 Certification of Principal Executive and Principal Financial Officer
filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Principal Executive and Principal Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
----------
* Incorporated by reference herein from the Company's Registration Statement
on Form S-1 filed on February 16, 2010 with the SEC.
14
SIGNATURE
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: March 8, 2011 KOPR RESOURCES CORP.
By: /s/ Andrea Schlectman
----------------------------------------
Andrea Schlectman
Principal Executive Officer
Principal Financial Officer and Director
15