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, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 333-164908
KOPR RESOURCES CORP.
(Name of small business issuer 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. [X] Yes 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 [ ]
* 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). [X] Yes 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 [X] N/A
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, 2,501,500
shares outstanding as of March 9, 2010.
KOPR RESOURCES CORP.
INDEX TO FORM 10-Q
Page No.
--------
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets ............................................. 3
Statements of Operations ................................... 4
Statement of Changes in Shareholders' Equity (Deficiency)... 5
Statements of Cash Flows.................................... 6
Note 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..... 14
Item 4. Controls and Procedures........................................ 14
PART II OTHER INFORMATION
Item 1. Legal Proceedings.............................................. 14
Item 1A. Risk Factors................................................... 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.... 15
Item 3. Defaults Upon Senior Securities................................ 15
Item 4. Submission of Matters to a Vote of Security Holders............ 15
Item 5. Other Information.............................................. 15
Item 6. Exhibits....................................................... 15
Signatures..................................................... 16
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
PART I
FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
KOPR RESOURCES CORP.
(An Exploration Stage Company)
Balance Sheets
(Unaudited)
January 31, October 31,
2010 2009
--------- ---------
ASSETS
Current assets
Cash and cash equivalents $ 8,863 $ 12,295
Pre-paid expense 500 500
--------- ---------
Total current assets $ 9,363 $ 12,795
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable $ 53,408 $ 62,976
Loan from director 41,500 16,500
--------- ---------
TOTAL CURRENT LIABILITIES 94,908 79,476
========= =========
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; 2,501,500 shares
issued and outstanding at January 31, 2010 2,502 2,502
Additional paid-in-capital 12,498 12,498
Deficit accumulated during exploration stage (100,545) (81,681)
--------- ---------
TOTAL STOCKHOLDERS' DEFICIENCY (85,545) (66,681)
--------- ---------
$ 9,363 $ 12,795
========= =========
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,
2010 2009 2010
---------- ---------- ----------
Revenues $ -- $ -- $ --
Cost of sales -- -- --
---------- ---------- ----------
Gross margin -- -- --
---------- ---------- ----------
Operating Expense -- -- --
General and administrative expenses 18,864 7,934 100,545
---------- ---------- ----------
LOSS BEFORE INCOME TAX EXPENSE (18,864) (7,934) (100,545)
Income tax expense -- -- --
---------- ---------- ----------
NET LOSS $ (18,864) $ (7,934) $ (100,545)
========== ========== ==========
Loss per share basic and diluted $ (0.01) $ (0.00)
========== ==========
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' Equity
For the Period from July 23, 2007(Inception) through October 31, 2008
(Unaudited)
Deficit
Accumulated Total
Common Stock Additional During Stockholders'
--------------------- Paid-in Exploration Equity
Shares Amount Capital Stage (Deficiency)
------ ------ ------- ----- ------------
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 (32,606) (32,606)
----------- -------- -------- --------- ---------
Balance October 31, 2008 2,501,500 2,502 12,498 (38,106) (23,106)
=========== ======== ======== ========= =========
Net loss (43,575) (43,575)
----------- -------- -------- --------- ---------
BALANCE OCTOBER 31, 2009 2,501,500 2,502 12,498 (81,681) (66,681)
=========== ======== ======== ========= =========
Net loss (18,864) (18,864)
----------- -------- -------- --------- ---------
BALANCE JANUARY 31, 2010 (UNAUDITED) 2,501,500 $ 2,502 $ 12,498 $(100,545) $ (85,545)
=========== ======== ======== ========= =========
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 Three Months (Inception)
Ended Ended Through
January 31, January 31, January 31,
2010 2009 2010
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (18,864) $ (7,934) $(100,545)
Adjustments to reconcile net loss to net
cash used in operating activities
Changes in operating assets and liabilities
Pre-paid expense -- -- (500)
Accounts payable (9,568) 7,934 53,408
--------- --------- ---------
NET CASH USED IN OPERATING ACTIVITIES (28,432) -- (47,637)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan from director 25,000 -- 41,500
Proceeds from sale of common stock -- -- 15,000
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 25,000 -- 56,500
--------- --------- ---------
Net (decrease) increase in cash and cash equivalents (3,432) -- 8,863
Cash and cash equivalents at beginning of period 12,295 4,379 --
--------- --------- ---------
Cash and cash equivalents at end of period $ 8,863 $ 4,379 $ 8,863
========= ========= =========
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. The Company has not yet determined whether this property contains
reserves that are economically recoverable. The recoverability of costs incurred
for acquisition and exploration of the 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 $100,545 as of January 31, 2010 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.
The accompanying financial statements do not include any adjustments that might
result should the Company be unable to continue as a going concern.
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.
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.
EXPLORATION STAGE COMPANY
The Company complies with Accounting Standards Codification ("ASC") 915-235-50
and Securities and Exchange Commission Act Guide 7 for its characterization of
the Company as an exploration stage enterprise.
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" 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
7
acquisition, construction or development and for normal operations of such
assets. As at January 31, 2010, any potential costs relating to the future
retirement of the Company's mineral property 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," 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, 2010, a full deferred tax asset valuation
allowance has been provided and no deferred tax asset has been recorded.
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.
8
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, 2010. The Company did not record
any compensation expense for the period ended January 31, 2010 because there
were no stock options outstanding prior to, or at January 31, 2010.
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2009, we adopted the Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") 105-10, "Generally Accepted Accounting
Principles." ASC 105-10 establishes the FASB Accounting Standards
Codification(TM) ("Codification") as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with GAAP for SEC
registrants. All guidance contained in the Codification carries an equal level
of authority. The Codification supersedes all existing non-SEC accounting and
reporting standards. The FASB will now issue new standards in the form of
Accounting Standards Updates ("ASUs"). The FASB will not consider ASUs as
authoritative in their own right. ASUs will serve only to update the
Codification, provide background information about the guidance and provide the
bases for conclusions on the changes in the Codification. References made to
FASB guidance have been updated for the Codification throughout this document.
In June 2009, we adopted guidance issued by the FASB and included in ASC 855-10,
"Subsequent Events," which establishes general standards of accounting for and
disclosures of events that occur after the balance sheet date but before the
financial statements are issued or are available to be issued. It requires the
disclosure of the date through which an entity has evaluated subsequent events
(see Note 7).
In June 2009, the FASB issued Statement of Financial Accounting Standards No.
165, "Subsequent Events," ("SFAS No. 165"). SFAS 165 establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. SFAS 165 applies to both interim financial statements and annual
financial statements. SFAS 165 is effective for interim or annual financial
periods ending after June 15, 2009. SFAS 165 does not have a material impact on
our financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No.
168, "The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles," ("SFAS 168"). SFAS 168 replaces FASB Statement
No. 162, "The Hierarchy of Generally Accepted Accounting Principles", and
establishes the FASB Accounting Standards Codification ("Codification") as the
source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with generally accepted accounting principles ("GAAP"). SFAS 168
is effective for interim and annual periods ending after September 15, 2009. The
Company will begin to use the new Codification when referring to GAAP in its
annual report on Form 10-K for the fiscal year ending January 3, 2010. This will
not have an impact on the results of the Company.
9
In April 2009, we adopted guidance issued by the FASB that requires disclosure
about the fair value of financial instruments for interim financial statements
of publicly traded companies, which is included in the Codification in ASC
825-10-65, "Financial Instruments." The adoption of ASC 825-10-65 did not have
an impact on our consolidated results of operations or financial condition. Our
adoption of the standard had no impact on our financial results.
In April 2009, the FASB issued FASB Staff Position 107-1 and Accounting
Principles Board 28-1, "Interim Disclosures about Fair Value of Financial
Instruments," ("FSP 107-1"). FSP 107-1 amends SFAS No. 107, "Disclosures About
Fair Value of Financial Instruments," to require disclosures about fair value of
financial instruments for interim reporting periods of publicly traded companies
as well as in annual financial statements. FSP 107-1 also amends APB Opinion No.
28, "Interim Financial Reporting," to require those disclosures in summarized
financial information at interim reporting periods. FSP 107-1 is effective for
interim reporting periods ending after June 15, 2009. FSP107-1 does not require
disclosures for earlier periods presented for comparative purposes at initial
adoption. In periods after initial adoption, this FSP requires comparative
disclosures only for periods ending after initial adoption. The Company adopted
FSP 107-1 in the second quarter of 2009. FSP 107-1 did not have a material
impact on the financial statements.
In April 2009, the FASB issued FASB Staff Positions 115-2 and 124-2,
"Recognition and Presentation of Other-Than-Temporary Impairments" ("FSP 115-2
and 124-2"). FSP 115-2 and 124-2 amends the other-than-temporary impairment
guidance for debt securities to make the guidance more operational and to
improve the presentation and disclosure of other-than-temporary impairments on
debt and equity securities in the financial statements. FSP 115-2 and 124-2 does
not amend existing recognition and measurement guidance related to
other-than-temporary impairments of equity securities. The Company adopted FSP
115-2 and 124-2 in the second quarter of 2009. FSP 115-2 and 124-2 did not have
a material impact on the financial statements.
In April 2009, the FASB issued FASB Staff Position 157-4, "Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly,"
("FSP 157-4"). FSP 157-4 provides additional guidance for estimating fair value
in accordance with SFAS No. 157, "Fair Value Measurements," when the volume and
level of activity for the asset or liability have significantly decreased. FSP
157-4 also includes guidance on identifying circumstances that indicate a
transaction is not orderly. FSP 157-4 is effective for interim and annual
reporting periods ending after June 15, 2009. The Company adopted FSP 157-4 in
the second quarter of 2009. FSP 107-1 did not have a material impact on the
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 of common stock to the Director
for total proceeds of $5,000.
At January 31, 2010, 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.
10
The mineral interest is held in trust for the Company by the vendor of the
property. Upon request from the Company, the title will be changed to the name
of the Company with the appropriate mining recorder. The claim is assigned
Tenure Number 541991 and is recorded in the name of Reza Mohammed. The claim is
in good standing till June of 2011.
5. INCOME TAXES
As of January 31, 2010, the Company had a net operating loss carry forwards of
approximately $100,545 that may be available to reduce future years' taxable
income through 2029. 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, the sole shareholder, 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.
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, the 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 director made an additional loan of $ 25,500
during the period. The balance due the director as of January 31, 2010 is
$41,500.
7. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to January 31, 2010 to assess the
need for potential recognition or disclosure in this report. Such events were
evaluated through March 9, 2010, 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 has staked a claim on certain property located in the Osoyoos Mining
Division of British Columbia, Canada. This property consists of one claim held
by Reza Mohammed under Declaration of Trust dated November 28, 2007 in favor of
the Company and is located about 15 km north of the town of Keremeos in south
central British Columbia. Herein we refer to this claim as the "Property" or the
"Claim." We are presently in the exploration stage at the Property. The Claim is
good to January 26, 2011. We have not generated revenue from mining operations.
We have not yet commenced any exploration activities on the Claim. We plan to
explore for minerals on the Property. The Property may not contain any mineral
reserves and funds that we spend on exploration will be lost. Even if we
complete our current exploration program and are successful in identifying a
mineral deposit, we will be required to expend substantial funds to bring our
claim to production.
The Property covers an area where the location of the Kopr showing has been
documented in MINFILE No. 082ESW050 by the British Columbia Ministry of Energy,
Mines and Petroleum Resources. There has been a limited amount of geological
work conducted over the years on the Property. The only recorded assessment work
was by Apex Exploration and Mining Co. Ltd during 1979 to 1980 in the vicinity
of an old adit which probably dates back to the early 1900s.
The underlying rocks in the Property area consist of a series of Carboniferous
to Triassic volcanic and sedimentary rocks that have been intruded by granitic
Okanagan intrusions. Larger intrusions are composed of granite and grandiorite,
while smaller stocks are composed of diorite and gabbro. Numerous sills, dikes
and apophyses are associated. Carboniferous to Triassic rocks are assigned to
the Shoemaker and Old Tom formations. These rocks form the eastern limb of a
large anticlinal fold with fold axes striking roughly north. The Shoemaker
consists of cherts, greenstone and minor argillite. A showing depicted as a
copper skarn was identified on the Property. A mineralized pyrrhotite copper
skarn zone and a few other small showings have been sampled. Due to dense
forest, the location of the old adit depicted in the MINFILE report remains
unknown.
The Company retained a consultant, George Coetzee, who has worked as an
exploration and mine geologist for 24 years. George Coetzee personally examined
the Property and the immediate surrounding area on August 31 and September 1,
2007. Mr. Coetzee graduated with a BSc (Honors) in Geology from University of
Pretoria in South Africa in 1981 and is a member of the Society of Economic
Geologists. He has worked as an exploration and mine geologist for more than 24
years in South Africa, North America and Mexico. We have a verbal agreement with
Mr. Coetzee to conduct the exploration program. However; there is the
possibility that our Claim does not contain any reserves, resulting in any funds
spent on exploration being lost.
The consultant studied a compilation of published data, maps and reports
available from the British Columbia Governmental geological database and
examined the geology of the Property and its immediate surrounding area in
August and September of 2007 to locate skarn copper occurrence and to determine
the mode of development and assess the mineral potential of the Property. The
consultant located a copper skarm occurrence but was unable to locate the adit
12
identified on the British Columbia Government MINFILE database at the
geographical coordinates provided. The adit may have been mismapped or
inaccurately surveyed. The consultant speculates that detail reconnaissance
would reveal the location of the adit and mineralization in the larely dense
wooded terrain.
Mineral property exploration is typically conducted in phases. We have not yet
commenced the initial phase of exploration on the Property. Our plan of
operation for the next twelve months is to initiate the first of two phases of
the exploration program as recommended by our consultant. After we have
completed each phase of exploration and analyzed the results, we will make a
decision as to whether we will proceed with each successive phase. The decision
will be made based upon the results obtained in the previous phase. Our goal in
exploration of the Property is to ascertain whether it possesses commercially
viable metal or mineral deposits. We cannot assure you that any economical
mineral deposits exist on the Property until appropriate exploration work is
completed. Even if we complete our proposed exploration program on the Property
and we are successful in identifying a mineral deposit, we will have to spend
substantial funds on further drilling and engineering studies before we will
know if we have a commercially viable mineral deposit.
The first phase of exploration would include the following:
* Further reconnaissance prospecting entailing silt sampling of all
creeks draining the Property area;
* Geological mapping and examination of all rock outcrops for potential
sulphide mineralization; and
* Ground geological survey over the magnetic anomalies highlighted by a
previous MAG airborne survey as well as new targets identified by the
mapping program.
The first phase is estimated to cost $28,640 as described below.
BUDGET - FIRST PHASE
Geologist 10 days @$500 per day $ 5,000
Two Assistants @ $400 per day 3,200
Technologist 6 days @ $300 per day 1,800
Vehicle 10 days @ $100 day 1,000
Rock Samples 30 @ $50 each 1,500
Silt Samples 40 @ $40 1,600
Lodging 10 days @$120 per day per person 3,840
Expenses, food, fuel and field supplies 2,200
Magnetometer Survey 6,000
Report 2,500
-------
$28,640
=======
After the completion of the first phase of the exploration program, we will have
review the results and conclusions and evaluate the advisability of additional
exploration work on the Property The second phase of exploration, if warranted,
would include trenching and a localized geochemical soil sampling program over
the magnetic anomalies and showings and proposed budget of $25,480.
BUDGET - SECOND PHASE
Bond $ 5,000
Geologist 7 days @$500 per day 3,500
Assistant 7 days @ $400 per day 1,400
Vehicle 7 days @ $100 day 700
Rock Samples 10 @ $50 each 500
Soil Samples 150 @ $40 6,000
Expenses, food and field supplies 1,200
Report 1,500
Lodging 7 days @$120/day/person 1,680
Trenching 4,000
-------
$25,480
=======
We would need additional financing to cover these exploration costs, although we
currently do not have any financing arranged. Further exploration would be
subject to financing.
13
As of January 31, 2010, there were outstanding accounts payable to George
Coetzee, a consultant, for $5,500, to Synergy Law Group, LLC for $46,668 and
$5,675 to Bernstein & Pinchuk.
LIQUIDITY AND CAPITAL RESOURCES
Our current assets at January 31, 2010 were $9,363 and current liabilities were
$94,908. We received our initial funding of $10,000 through the sale of common
stock to our sole officer and director who purchased 1,500 shares of our common
stock at approximately $6.66 per share on July 23, 2007. Our sole officer and
director, Andrea Schlectman, paid $5,000 on our behalf for the cost of the
mining claim on the 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.
We have 1,000,000 shares of common stock available for public sale pursuant to
the Registration Statement on Form S-1 which the Company filed with the SEC on
February 16, 2010, which was declared effective by the SEC on February 26, 2010.
No shares have been sold pursuant to the Registration Statement.
RESULTS OF OPERATIONS
We are still in the development stage and have no revenues to date. We incurred
general and administrative expenses of $18,864 for the three-month period ended
January 31, 2010 and general and administrative expenses of $7,934 for the
three-month period ended January 31, 2009, an increase of $10,930 due primarily
to expenses associated with preparation and filing of the Company's registration
statement on Form S-1. Our net loss since inception through January 31, 2010 is
$100,545.
Management believes that the Company's current cash together with subscriptions
for stock in any private placement or which may be sold pursuant to the
Company's S-1 Registration Statement 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 and director 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, 2010 is $41,500.
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.
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 director concluded that, as of April 30, 2009, the Company's
disclosure controls and procedures were not effective.
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.
14
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 SUBMISSION OF MATTER TO A VOTE OF SECURITIES HOLDERS
Not applicable
ITEM 5 OTHER INFORMATION
a) None
b) None
On February 13, 2009, the Company filed a Registration Statement on Form S-1 for
the offering of 2,000,000 shares of common stock with the SEC, which was
declared effective by the SEC on March 9, 2009. The Company made no sales of
common stock under the Registration Statement, and the by its terms the offering
period expired on September 9, 2009, 180 days following the date the
registration statement was declared effective. On February 12, 2010, the Company
filed a Withdrawal Request for the registration statement. On February 16, 2010
the Company filed a 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. No shares have been sold pursuant to the
Registration Statement.
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.
15
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 9, 2010 KOPR RESOURCES CORP.
By: /s/ Andrea Schlectman
----------------------------------------
Andrea Schlectman
Principal Executive Officer
Principal Financial Officer and Director
16