UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the Quarterly Period Ended:
OR
For the Transition Period From ____________ to ____________.
Commission file number
(Exact Name of Registrant as Specified in Its Charter)
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(I.R.S. Employer Identification No.) | |
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| (Address of principal executive offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| None | None | None |
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.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of April 25, 2025, the registrant had shares of common stock, par value $.001 per share, issued and outstanding.
KAT EXPLORATION, INC. FORM 10-Q
Index
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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This quarterly report on Form 10-Q and other publicly available documents, including the documents incorporated herein by reference, contain, and our officers and representatives may from time to time make, “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “expect,” “future,” “likely,” “may,” “plan,” “seek,” “will” and similar references to future periods actions or results. Examples of forward-looking statements include our prospects for one or more future material transactions, potential sources of financing, and expenses for future periods.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Any forward-looking statement made by us in this quarterly report on Form 10-Q is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Factors that could cause or contribute to such differences may include, but are not limited to, those described under the heading “Risk Factors” which may be included in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2024 as filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report, except as required by applicable securities laws. Readers are urged to carefully review and consider the various disclosures made by the Company in this report and in the Company’s other reports filed with the Commission that advise interested parties of the risks and factors that may affect the Company’s business.
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements.
KAT EXPLORATION, INC.
UNAUDITED INTERIM FINANCIAL STATEMENTS
BALANCE SHEETS
| February 28, 2025 (Unaudited) | November 30, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and bank | $ | $ | ||||||
| Prepaid Rent | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Notes Due | $ | $ | ||||||
| Accrued Expense | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit: | ||||||||
| Common stock, $ par value; shares authorized, shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
See accompanying notes to financial statements
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KAT EXPLORATION, INC.
STATEMENT OF OPERATIONS (UNAUDITED)
| For the Three-Month Period Ended | ||||||||
February 28, 2025 | February 29, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Operating Expenses: | ||||||||
| General & administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other Income / (Expense) | ||||||||
| Net Income / (loss) | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per share | $ | ) | $ | ) | ||||
| Basic and diluted weighted average shares | ||||||||
See accompanying notes to financial statements
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KAT EXPLORATION, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
| For the Three-Month Periods Ended (Unaudited) | ||||||||
February 28, 2025 | February 29, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in Accounts Payable and Accrued Expenses | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Cash flows from financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
See accompanying notes to unaudited financial statements
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KAT EXPLORATION INC.
STATEMENT OF STOCKHOLDERS’ DEFICIT (UNAUDITED)
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid in | Accumulated | Shareholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance - November 30, 2021 | ( | ) | ( | ) | ||||||||||||||||
| Common Stock issued for consulting services | ||||||||||||||||||||
| Common Stock issued for employee compensation | ||||||||||||||||||||
| Net loss for the year | – | ( | ) | ( | ) | |||||||||||||||
| Balance - November 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock issued for consulting services | ||||||||||||||||||||
| Additional paid-in capital | – | |||||||||||||||||||
| Net loss for the year | – | ( | ) | ( | ) | |||||||||||||||
| Balance - November 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock issued for consulting services | – | |||||||||||||||||||
| Additional paid-in capital | – | |||||||||||||||||||
| Net loss for the year | – | ( | ) | ( | ) | |||||||||||||||
| Balance - November 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock issued for consulting services | – | |||||||||||||||||||
| Additional paid-in capital | – | |||||||||||||||||||
| Net loss for the Three Month Period Ended February 28, 2025 | – | ( | ) | ( | ) | |||||||||||||||
| Balance February 28, 2025 | $ | $ | ( | ) | ( | ) | ||||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid in | Accumulated | Shareholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance - November 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock issued for consulting services | ||||||||||||||||||||
| Additional paid-in capital | – | |||||||||||||||||||
| Net loss for the year | – | ( | ) | ( | ) | |||||||||||||||
| Balance - November 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Additional paid-in capital | – | |||||||||||||||||||
| Net loss for the period February 29, 2024 | – | ( | ) | ( | ) | |||||||||||||||
| Balance - February 29, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes to financial statements
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KAT EXPLORATION, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
February 28, 2025
NOTE 1 – BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of KAT Exploration, Inc. (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X, promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair representation have been included herein. Operating results are not necessarily indicative of the results which may be expected for the year ending November 30, 2025 or other future periods. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2024.
NOTE 2 – RELATED PARTY TRANSACTIONS
Since the beginning of the fiscal year ended November 30, 2023, the Company has not entered into any material related party transactions.
The Company follows FASB ASC 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding for the period, excluding the effects of any potentially dilutive securities. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.
Basic and diluted loss per common share was calculated using the following number of shares for the three months ended February 28, 2025 and 2024:
| Three Months Ended February 28: | 2025 | 2024 | ||||||
| Weighted average number of common shares outstanding - Basic | ||||||||
| Weighted average number of common shares outstanding - Diluted | ||||||||
NOTE 4 – INDEBTEDNESS
The previous related party expenses have been moved to additional paid in capital. The new related party expenses are that of the current management team.
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Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
FORWARD-LOOKING STATEMENTS
The following discussion may contain forward-looking statements regarding the Company, its business prospects and its results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause the Company’s actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. The risks and uncertainties may be summarized in other documents that the Company may file with the Securities Exchange Commission, such as our Annual Report on Form 10-K for the year ended November 30, 2024. These forward-looking statements reflect our view only as of the date of this report. The Company cannot guarantee future results, levels of activity, performance, or achievement. The Company does not undertake any obligation to update or correct any forward-looking statements.
ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION
The Company has limited operations and is actively seeking a merger, reverse merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during this period the Company does not expect to achieve sufficient income to offset the Company’s operating expenses, resulting in operating losses that may require the Company to use and thereby reduce the Company’s limited cash balance. The Company’s prepaid expenses during the three-months ended February 28, 2025 remained unchanged. Until the Company completes a merger, reverse merger or other financial transaction, and unless interest rates increase dramatically, the Company expects to continue to incur losses between $4,000 to $5,000 per quarter. The Company does not have any arrangements with banks or financial institutions with respect to the availability of financing in the future.
The payment of any cash distributions is subject to the discretion of our board of directors. At this time, the Company has no plans to pay any additional cash distributions in the foreseeable future.
CURRENT BUSINESS
In January 2025 the Company entered into a joint venture with GS Mining Company LLC (“GS Mining”), whereby GS Mining contributed mine leases and other agreements to a newly created limited liability company owned 80% by the Company. The purpose of the joint venture is to develop, market, and operate a gold mining and milling company in the State of Colorado. The Company has committed to providing $3.5 million in funding to upgrade the mines and facilities that are a part of the joint venture. This commitment is subject to the Company’s ability to secure adequate financing.
The Company intends to enter into additional joint ventures related to the mining and processing of gold and other metals.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
During the quarter ended February 28, 2025, the Company had a loss from operations of $80,406. During the quarter ended February 29, 2024, the loss from operations was $6,533. The increase in the Company’s loss was due to expenses related to entering in the GS Mining Joint Venture. No taxes were paid in the quarters ended February 28, 2025 or 2024.
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LIQUIDITY AND CAPITAL RESOURCES
Stockholders’ equity as of February 28, 2025, was $(278,461), compared to $(198,055) at November 30, 2024. The increased net loss was primarily attributable to general and administrative expenses and costs associated with the GS Mining joint venture. The Company will be required to raise additional capital to meet its $3.5 million funding commitment to the GS Mining joint venture.
Net cash used in operating activities was $80,406 during the three months ended February 28, 2025, compared to net cash used in operating activities of $(11,927) in the three months ended February 29, 2024.
Cash on hand at February 28, 2025 was $522, compared to $522 at November 30, 2024.
The Company has no material off-balance sheet arrangements. There has been no material change in any contractual obligation as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2024.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Smaller reporting companies are not required to provide the information required under this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s management has evaluated, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of February 28, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended February 28, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management does not believe that there are significant deficiencies in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Smaller reporting companies are not required to provide the information required under this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None
Item 5. Other Information.
During the quarter ended February 28, 2025,
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Item 6. Exhibits.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KAT EXPLORATION, INC. | |||
| Date: May 13, 2025 | By: | /s/ Gregory Klok | |
| Gregory Klok | |||
| Chief Executive Officer (Principal Executive Officer) | |||
| Chief Financial Officer (Principal Financial Officer) | |||
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