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 April 30, 2009
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 333-1399326
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 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 [ ]
(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 April 30, 2009.
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 Shareholders'Equity................... 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..................................... 11
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. Submission of Matters to a Vote of Security Holders........... 14
Item 5. Other Information............................................. 14
Item 6. Exhibits...................................................... 14
Signatures.............................................................. 15
EX-31 Section 302 Certification of CEO
EX-32 Section 906 Certification of CEO
2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KOPR RESOURCES CORP.
(An Exploration Stage Company)
Balance Sheets
(Unaudited) (Unaudited) (Audited)
April 30, January 31, October 31,
2009 2009 2008
-------- -------- --------
ASSETS
Current assets
Cash and cash equivalents $ 696 $ 4,379 $ 4,379
Prepaid expense 500 -- --
-------- -------- --------
TOTAL CURRENT ASSETS $ 1,196 $ 4,379 $ 4,379
======== ======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable $ 45,830 $ 35,419 $ 27,485
-------- -------- --------
TOTAL CURRENT LIABILITIES 45,830 35,419 27,485
-------- -------- --------
Loan from director 1,500 -- --
-------- -------- --------
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 2,502 2,502 2,502
Additional paid-in-capital 12,498 12,498 12,498
Deficit accumulated during exploration stage (61,134) (46,040) (38,106)
-------- -------- --------
TOTAL STOCKHOLDERS' DEFICIENCY (46,134) (31,040) (23,106)
-------- -------- --------
$ 1,196 $ 4,379 $ 4,379
======== ======== ========
See notes to financial statements
3
KOPR RESOURCES CORP.
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
For the Period
July 23, 2007
Six Months Six Months Three Months Three months Three Months Three months (Inception)
Ended Ended Ended Ended Ended Ended Through
April 30, April 30, April 30, April 30, January 31, January 31, April 30,
2009 2008 2009 2008 2009 2008 2009
---------- ---------- ---------- ---------- ---------- ---------- ----------
Revenues $ -- $ -- $ -- $ -- $ -- $ -- $ --
Cost of sales -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross margin -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Operating Expense -- -- -- -- -- -- --
General and administrative
expenses 23,028 433 15,094 60 7,934 373 61,134
---------- ---------- ---------- ---------- ---------- ---------- ----------
LOSS BEFORE INCOME TAX EXPENSE (23,028) (433) (15,094) (60) (7,934) (373) (61,134)
Income tax expense -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
NET LOSS $ (23,028) $ (433) $ (15,094) $ (60) $ (7,934) $ (373) $ (61,134)
========== ========== ========== ========== ========== ========== ==========
Loss per share basic and
diluted (0.01) (0.29) (0.01) (0.04) (0.00) (0.25)
========== ========== ========== ========== ========== ==========
Weighted average number of
common shares outstanding
basic and diluted 2,501,500 1,500 2,501,500 1,500 2,501,500 1,500
========== ========== ========== ========== ========== ==========
See notes to financial statements
4
KOPR RESOURCES CORP.
(An Exploration Stage Company)
Statements of Changes in Stockholder's Equity (Deficiency)
For the Period from July 23, 2007 (Inception) through April 30, 2009
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 (23,028) (23,028)
----------- -------- -------- --------- ---------
BALANCE APRIL 30, 2009 (UNAUDITED) 2,501,500 $ 2,502 $ 12,498 $ (61,134) $ (46,134)
=========== ======== ======== ========= =========
See notes to financial statements
5
KOPR RESOURCES CORP.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
For the Period
July 23, 2007
Six Months Six Months Three Months Three months (Inception)
Ended Ended Ended Ended Through
April 30, April 30, January 31, January 31, April 30,
2009 2008 2009 2008 2009
-------- -------- -------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(23,028) $ (433) $ (7,934) $ (373) $(61,134)
Adjustments to reconcile net loss to net
cash used in operating activities
Changes in operating assets and liabilities
Pre-paid expense (500) -- -- -- (500)
Accounts payable 18,345 -- 7,934 -- 45,830
-------- -------- -------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES $ (5,183) $ (433) $ -- (373) $(15,804)
-------- -------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan from director 1,500 -- -- -- 1,500
Proceeds from sale of common stock -- -- -- -- 15,000
-------- -------- -------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,500 -- -- -- 16,500
-------- -------- -------- -------- --------
Net (decrease) increase in cash and cash equivalents (3,683) (433) -- (373) 696
Cash and cash equivalents at beginning of period 4,379 10,000 4,379 10,000 --
-------- -------- -------- -------- --------
Cash and cash equivalents at end of period $ 696 $ 9,567 $ 4,379 $ 9,627 $ 696
======== ======== ======== ======== ========
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 has been generally inactive during the period July
23, 2007 (inception) to April 30, 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 $61,134 as of April 30, 2009 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 loans from directors and/or sale of common stock pursuant to
the Company's registration statement which was declared effective by the SEC on
March 9, 2009.
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.
EXPLORATION STAGE COMPANY
The Company complies with the Financial Accounting Standards Board Statement
No.7 and 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
acquisition, construction or development and for normal operations of such
assets. As at April 30, 2009, any potential costs relating to the future
retirement of the Company's mineral property have not yet been determined.
7
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.
ENVIRONMENTAL 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 April 30, 2009 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 SFAS No. 128. "Earnings
per Share", 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 April 30, 2009 The Company did not record any
compensation expense for the period ended April 30, 2009 because there were no
stock options outstanding prior to, or at April 30, 2009.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements NO 133 and 140," to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," to permit fair value re-measurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
Impairment of Disposal of Long-Lived Assets," to allow a qualifying special
purpose entity to hold a derivative financial instrument that pertains to a
beneficial interest other than another than another derivative financial
instrument. SFAS No. 155 applies to all financial instruments acquired or issued
after the beginning of an entity's first fiscal year that begins after September
15, 2006, with earlier application allowed. This standard is not expected to
have a significant effect on the Company's future reported financial position or
results of operations.
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets," and amendment of FASB Statement NO.140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities."
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The Subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006. This adoption of this statement is not
expected to have a significant effect on the Company's future report financial
position or results of operations.
9
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 Andrea
Schlectman, its sole shareholder and Director, for total cash proceeds of
$10,000.
On June 1, 2008, the Company issued 2,500,000 of common stock to Andrea
Schlectman, its sole shareholder and Director for total proceeds of $5,000.
At April 30, 2009, 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.
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.
5. INCOME TAXES
As of April 30, 2009, the Company had a net operating loss carry forward of
approximately $61,134 that may be available to reduce future years' taxable
income through 2028. 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 the organization, the Company issued 1,500
shares of common stock to Andrea Schlectman, the sole shareholder, director and
officer 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, the sole shareholder,
director and officer of the Company, 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 balance due the director as of April 30,
2009 is $1,500.
10
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, 2010. 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.
General and administrative expenses increased by $22,595 to $23,028 in the six
months ended April 30, 2009, from $433 in the same period in 2008. In the three
months ended April 30, 2009 they increased by $15,034 to $15,094 from $60 in the
same period in 2008. In the three months ended January 31, 2009 they increased
by $7,561 to $7,934 from $373 in the same period in 2008.
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.
11
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
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
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.
12
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
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$25,480
We would need additional financing to cover these exploration costs, although we
currently do not have any specific financing arranged. Further exploration would
be subject to financing.
As of April 30, 2009, there are outstanding accounts payable to George Coetzee,
a consultant, for $5,500, Synergy Law Group LLC for $39,330 including $7,000 for
the cost of the registration of its common stock and $1,000 to Empire Stock
Transfer.
LIQUIDITY AND CAPITAL RESOURCES
Our current assets at April 30, 2009 were $1,196 and current liabilities were
$45,830. 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 2,000,000 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 13, 2009, which was declared effective by the SEC on March 9, 2009. No
shares have been sold pursuant to the Registration Statement.
RESULTS OF OPERATIONS
We are still in the exploration stage and have no revenues to date. We incurred
general and administrative expenses of $15,094 and $60 for the three month
periods ended April 30, 2009 and April 30, 2008, respectively. Our net loss
since inception through April 30, 2009 is $61,134.
Management believes that the Company's current cash together with subscriptions
for stock 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.
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.
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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. 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 has made no sales of
common stock under 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 President filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 Certification of President 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 13, 2009 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: June 8, 2009 KOPR RESOURCES CORP.
By: /s/ Andrea Schlectman
----------------------------------------
Andrea Schlectman
Principal Executive Officer
Principal Financial Officer and Director
15