UNITED
STATES SECURITIES AND
EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) February 16, 2010
KORE
NUTRITION INCORPORATED
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation)
333-153243
(Commission
File Number)
N/A
(IRS
Employer Identification No.)
Suite
200 – 736 Granville Street, Vancouver, British
Columbia Canada V6Z 1G3
(Address
of principal executive offices and Zip Code)
604-685-6472
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
1.01
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Entry
Into a Material Definitive
Agreement
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On
February 26, 2010, we entered into a share exchange agreement with Go All In,
Inc. (“Go All In”) and the shareholders of Go All In. Pursuant to the
terms of the share exchange agreement, we have agreed to acquire all of the
issued and outstanding common shares of Go All In from the shareholders of Go
All In in exchange for the issuance by our company to the shareholders of Go All
In of 32,500,000 shares of our common stock, on a pro rata basis, subject to the
satisfaction or waiver of certain conditions precedent as set out in the share
exchange agreement. Go All In is a private company incorporated under
the laws of the State of Nevada. It is in the business of developing, producing
and selling non-alcoholic beverages and is currently selling bottled water and
three energy drinks.
Conditions
Precedent to the Closing of the Share Exchange Agreement
The
closing of the share exchange agreement is subject to the satisfaction of
conditions precedent to closing as set forth in the share exchange agreement,
including the following:
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1.
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we
will have cash holdings or confirmed financing of
$1,000,000;
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2.
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the
approval of our board of directors, the board of directors of Go All In
and the shareholders of Go All In will have been
obtained;
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3.
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on
the closing date, Go All In’s liabilities shall not exceed
$750,000;
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4.
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at
closing, we will have no liabilities other than payments contemplated to
be made pursuant to covenants set out in the Agreement and reasonable
accounting and legal fees incurred in connection with the share exchange
transaction;
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5.
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no
material adverse effect will have occurred with the business or assets of
our company or Go All In since the effective date of the share exchange
agreement;
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6.
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we
will have delivered evidence satisfactory to Go All In of the cancellation
at closing of certain restricted shares of our common stock held by our
officers and directors;
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7.
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our
company and Go All In will have received all third-party consents and
approvals contemplated by the share exchange
agreement;
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8.
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no
suit, action or proceeding will be pending or threatened which would
prevent the consummation of any of the transactions contemplated by the
share exchange agreement; and
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9.
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the aggregate number of
shares in respect of which the shareholders of Go All In shall have
exercised, and not withdrawn the exercise of, rights of dissent as
provided for in Section 92A.380 of the Nevada Revised Statute shall not
exceed 1% of the issued and outstanding Go All In common shares on the
closing of the Agreement.
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Due to
conditions precedent to closing, including those set out above, and the risk
that the conditions precedent will not be satisfied, there is no assurance that
our company will complete the acquisition of the shares of Go All In, as
contemplated in the share exchange agreement.
In
connection with the entry into the Agreement, Kore granted Go All In a bridge
loan pursuant to the terms of a promissory note in the principal amount of
US$150,000 which bears interest at the rate of 7.5% per month. The
bridge loan is repayable on the earlier of (i) September 1, 2010; and (ii) the
date on which Kore or Go All In terminates the Agreement in accordance with
Section 12 of the Agreement (the “Maturity Date”). In the event that
Go All in has not repaid the entire principal amount of the note and all accrued
interest thereon by the Maturity Date, we will have the right to convert any
outstanding principal and accrued interest into common shares in the capital of
Go All In at the conversion price of $0.50 per share. In the event
that we terminate the share exchange agreement in accordance with Section 12 of
the share exchange agreement, Go All In will be entitled to convert any
outstanding principal or interest into common shares of our company at the
conversion price of $0.50 per share.
The
securities of our company to be issued to the shareholders of Go All In upon the
closing of the share exchange agreement or that may become issuable upon the
conversion of the principal and interest of the promissory note (if applicable)
will not be registered under the Securities Act of 1933, as
amended, or under the securities laws of any state in the United States, and
will be issued in reliance upon an exemption from registration under the Securities Act of 1933. The
securities may not be offered or sold in the United States absent registration
under the Securities Act of
1933 or an applicable exemption from such registration
requirements.
A copy of
the share exchange agreement is attached hereto as Exhibit 2.1. A
copy of the promissory note and security agreement is attached hereto as Exhibit
2.2.
Item
9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
KORE
NUTRITION INCORPORATED
/s/ Deanna
Embury
Deanna
Embury