UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-Q



(Mark One)



☒
  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



FOR THE QUARTERLY PERIOD ENDED:  December
31, 2007



☐
  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from __________
to __________



Commission File Number: 000-49991



NEXPLORE CORPORATION

(Exact name of registrant as specified in
its charter)



|Nevada                                                          |  | 39-2079723                           
|--------------------------------------------------------------- |  | -------------------------------------
|(State or other jurisdiction of 
incorporation or organization) |  | (I.R.S. Employer 
Identification No.)



3445 Lawrence Ave., Oceanside, NY
11572

(Address of principal executive offices,
Zip Code)



(310) 734-2626

(Registrant’s telephone number, including
area code)



(Former name, former address and former
fiscal year, if changed since last report)



Securities registered pursuant to Section 12(b) of the Act:



|Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which
registered
|------------------- |  | ----------------- |  | -----------------------------------------
|None                |  | N/A               |  | N/A                                      



Indicate by check mark whether the registrant
(1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒      
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 (§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 ☒



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 ☐                                          
|-------------------------- | -------------------------------------------------------------
|Non-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 ☒
    No ☐



As of June 19, 2020, 20,021,806 shares
of the issuer’s common stock were issued and outstanding.


















FORM 10-Q

NEXPLORE CORPORATION



December 31, 2007

TABLE OF CONTENTS



|                                |                                                                                         | Page
    No.
|------------------------------- | --------------------------------------------------------------------------------------- | ------------
|PART I. - FINANCIAL INFORMATION
|                                |                                                                                         |             
|Item 1.                         | Condensed Financial Statements (Unaudited)                                              | 1           
|                                | Unaudited Condensed Statements of Cash Flows for the Six months ended December 31, 2007 | 3           
|                                | Notes to Condensed Financial Statements                                                 | 4           
|Item 2.                         | Management’s Discussion and Analysis of Financial Condition and Results of Operations   | 11          
|Item 3.                         | Quantitative and Qualitative Disclosures About Market Risk                              | 12          
|Item 4.                         | Controls and Procedures                                                                 | 12          
|                                |                                                                                         |             
|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.                         | Mine Safety Disclosures                                                                 | 14          
|Item 5.                         | Other Information                                                                       | 14          
|Item 6.                         | Exhibits                                                                                | 15          
|                                | Signature                                                                               | 16          



i







FORWARD LOOKING STATEMENTS



This report contains forward-looking statements
regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions
or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive
means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are
forward-looking statements.



Although forward-looking statements in
this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently
known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and
outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors
that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed
under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in our report on Form 8-K which was filed with the SEC on January 20, 2017 (the “Super 8-K”),
in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q
and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report.



We file reports with the SEC. The SEC maintains
a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public
Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.



We undertake no obligation to revise or
update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report,
except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety
of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business,
financial condition, results of operations and prospects.



ii







PART I. FINANCIAL INFORMATION



PART I FINANCIAL INFORMATION

ITEM 1. UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NEXPLORE CORPORATION AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                                                                                                                                                   |  | December 31, |            |   | June 30, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | ---------- | - | -------- | -
|                                                                                                                                                                                                                                                                                                                   |  | 2007         |            |   | 2007     |  
|                                                                                                                                                                                                                                                                                                                   |  |              |            |   |          |  
|ASSETS                                                                                                                                                                                                                                                                                                             |  |              |            |   |          |  
|CURRENT ASSETS                                                                                                                                                                                                                                                                                                     |  |              |            |   |          |  
|Cash and cash equivalents                                                                                                                                                                                                                                                                                          |  | $            | -          |   |          | $
|Prepaid expenses and other-                                                                                                                                                                                                                                                                                        |  |              | -          |   |          |  
|                                                                                                                                                                                                                                                                                                                   |  |              |            |   |          |  
|Total current assets                                                                                                                                                                                                                                                                                               |  |              | -          |   |          |  
|                                                                                                                                                                                                                                                                                                                   |  |              |            |   |          |  
|PROPERTY, EQUIPMENT AND SOFTWARE                                                                                                                                                                                                                                                                                   |  |              |            |   |          |  
|Computers and equipment                                                                                                                                                                                                                                                                                            |  |              | -          |   |          |  
|Purchased software                                                                                                                                                                                                                                                                                                 |  |              | -          |   |          |  
|Capitalized software development costs                                                                                                                                                                                                                                                                             |  |              | -          |   |          |  
|Furniture and fixtures                                                                                                                                                                                                                                                                                             |  |              | -          |   |          |  
|                                                                                                                                                                                                                                                                                                                   |  |              | -          |   |          |  
|Less, accumulated depreciation                                                                                                                                                                                                                                                                                     |  |              | -          |   |          |  
|                                                                                                                                                                                                                                                                                                                   |  |              |            |   |          |  
|Property, equipment and software, net                                                                                                                                                                                                                                                                              |  |              | -          |   |          |  
|Intangible assets, net                                                                                                                                                                                                                                                                                             |  |              | -          |   |          |  
|Other assets                                                                                                                                                                                                                                                                                                       |  |              | -          |   |          |  
|TOTAL ASSETS                                                                                                                                                                                                                                                                                                       |  | $            | -          |   |          | $
|                                                                                                                                                                                                                                                                                                                   |  |              |            |   |          |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                                                                                                                                                                     |  |              |            |   |          |  
|                                                                                                                                                                                                                                                                                                                   |  |              |            |   |          |  
|CURRENT LIABILITIES                                                                                                                                                                                                                                                                                                |  |              |            |   |          |  
|Line of credit                                                                                                                                                                                                                                                                                                     |  | $            | 150,000    |   |          | $
|Accounts payable                                                                                                                                                                                                                                                                                                   |  |              | 614,099    |   |          |  
|Accrued liabilities                                                                                                                                                                                                                                                                                                |  |              | 229,355    |   |          |  
|Deferred revenue                                                                                                                                                                                                                                                                                                   |  |              | 83,333     |   |          |  
|Notes payable                                                                                                                                                                                                                                                                                                      |  |              | 25,000     |   |          |  
|Due to affiliate                                                                                                                                                                                                                                                                                                   |  |              | 35,000     |   |          |  
|Preferred stock pending issuance                                                                                                                                                                                                                                                                                   |  |              | -          |   |          |  
|Current portion of deferred rent                                                                                                                                                                                                                                                                                   |  |              | 2,928      |   |          |  
|Total current liabilities                                                                                                                                                                                                                                                                                          |  |              | 1,139,715  |   |          |  
|Deferred rent, less current portion                                                                                                                                                                                                                                                                                |  |              | 1,708      |   |          |  
|Total liabilities                                                                                                                                                                                                                                                                                                  |  |              | 1,141,423  |   |          |  
|                                                                                                                                                                                                                                                                                                                   |  |              |            |   |          |  
|NON-CONTROLLING INTEREST IN CONSOLIDATED SUBSIDIARY                                                                                                                                                                                                                                                                |  |              | -          |   |          |  
|COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                                                                                                      |  |              |            |   |          |  
|STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                                                                                                                                                                                     |  |              |            |   |          |  
|Convertible preferred stock, $.001 par value,
    10,000,000 shares authorized: Series A Convertible preferred stock; stated value $1.00; 1,000,000 shares issued and
    outstanding at December 31, 2007 and June 30, 2007, respectively (liquidation
    preference of $1,006,575 and $1,066,411, respectively) |  |              | 1,000,000  |   |          |  
|Series B Convertible preferred stock; stated value
    $2.50; 868,730 and 759,727 shares issued and outstanding at December 31, 2007 and June 30, 2007,
    respectively (liquidation preference of $2,279,856 $1,962,050,
    respectively)                                                                       |  |              | 2,171,825  |   |          |  
|Series C Convertible preferred stock; stated value $2.65; 99,425 and 18,868 shares issued and outstanding at December 31, 2007 and June 30, 2007, respectively (liquidation preference of $266,581 and $50,099, respectively)                                                                                      |  |              | 263,475    |   |          |  
|Common stock; $.00001 par value; 100,000,000 shares authorized; 54,474,764 and 53,874,381 shares issued and outstanding at December 31, 2007 and June 30, 2007, respectively                                                                                                                                       |  |              | 545        |   |          |  
|Additional paid-in capital                                                                                                                                                                                                                                                                                         |  |              | 2,837,065  |   |          |  
|Deficit accumulated during the development stage                                                                                                                                                                                                                                                                   |  |              | (7,307,140 | ) |          |  
|Due from stockholders                                                                                                                                                                                                                                                                                              |  |              | (107,193   | ) |          |  
|Total stockholders' equity (deficit)                                                                                                                                                                                                                                                                               |  |              | (1,141,423 | ) |          |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                                                                                                                                                               |  | $            | -          |   |          | $



The accompanying notes are an integral
part of these condensed consolidated financial statements.

1







NEXPLORE CORPORATION AND SUBSIDIARY

(A Development Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS



|                                                                                                     |  | Period from          |            |   |                   |  
|---------------------------------------------------------------------------------------------------- |  | -------------------- | ---------- | - | ----------------- | -
|                                                                                                     |  | January 17, 2006     |            |   | Six               |  
|                                                                                                     |  | (Date of inception)  |            |   | Months Ended      |  
|                                                                                                     |  | to December 31, 2007 |            |   | December 31, 2007 |  
|                                                                                                     |  |                      |            |   |                   |  
|Revenue                                                                                              |  | $                    | -          |   |                   | $
|Operating expenses:                                                                                  |  |                      |            |   |                   |  
|General and administrative                                                                           |  |                      | 6,828,220  |   |                   |  
|Related party consulting expense                                                                     |  |                      | 68,900     |   |                   |  
|Research and development                                                                             |  |                      | 142,467    |   |                   |  
|Total operating expenses                                                                             |  |                      | 7,039,587  |   |                   |  
|Operating loss                                                                                       |  |                      | (7,039,587 | ) |                   |  
|Other income (expenses)                                                                              |  |                      |            |   |                   |  
|Interest income                                                                                      |  |                      | 617        |   |                   |  
|Interest expense                                                                                     |  |                      | (19,302    | ) |                   |  
|Total other income (expenses)                                                                        |  |                      | (18,685    | ) |                   |  
|Net loss before non-controlling interest                                                             |  |                      | (7,058,272 | ) |                   |  
|Non-controlling interest expense                                                                     |  |                      | (70,923    | ) |                   |  
|Net loss                                                                                             |  |                      | (7,129,195 | ) |                   |  
|Dividend on Series A convertible preferred stock
    paid by issuance of common stock                |  |                      | (80,000    | ) |                   |  
|Deemed dividend related to beneficial conversion
    feature on Series B convertible preferred stock |  |                      | (40,264    | ) |                   |  
|Deemed dividend related to beneficial conversion
    feature on Series C convertible preferred stock |  |                      | (57,681    | ) |                   |  
|Net loss attributable to common stockholders                                                         |  | $                    | (7,307,140 | ) |                   | $
|Net loss per share attributable to common  stockholders - basic and diluted                          |  | $                    | (0.14      | ) |                   | $
|Weighted average common shares Outstanding - basic and diluted                                       |  |                      | 51,651,669 |   |                   |  



The accompanying notes are an integral part
of these condensed consolidated financial statements.



2







NEXPLORE CORPORATION AND SUBSIDIARY

(A Development Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS



|                                                                             |  | Period from            |            |   |                   |  
|---------------------------------------------------------------------------- |  | ---------------------- | ---------- | - | ----------------- | -
|                                                                             |  | January 17, 2006       |            |   |                   |  
|                                                                             |  | (Date of inception) to |            |   | Six Months Ended  |  
|                                                                             |  | December 31, 2007      |            |   | December 31, 2007 |  
|                                                                             |  |                        |            |   |                   |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                         |  |                        |            |   |                   |  
|Net loss                                                                     |  | $                      | (7,129,195 | ) |                   | $
|Adjustments to reconcile net loss to net cash used in operating activities   |  |                        |            |   |                   |  
|Depreciation and amortization                                                |  |                        | 141,484    |   |                   |  
|Common stock issued for services                                             |  |                        | 1,648,233  |   |                   |  
|Fixed asset disposal                                                         |  |                        | 965,265    |   |                   |  
|Intangible asset disposal                                                    |  |                        | 104,086    |   |                   |  
|Stock-based compensation                                                     |  |                        | 275,004    |   |                   |  
|Non-controlling interest expense                                             |  |                        | 70,923     |   |                   |  
|Changes in operating assets and liabilities                                  |  |                        |            |   |                   |  
|Prepaid expenses and other assets                                            |  |                        | -          |   |                   |  
|Accounts payable                                                             |  |                        | 564,099    |   |                   |  
|Accrued liabilities                                                          |  |                        | 197,162    |   |                   |  
|Deferred revenue                                                             |  |                        | 83,333     |   |                   |  
|Deferred rent                                                                |  |                        | 4,636      |   |                   |  
|                                                                             |  |                        |            |   |                   |  
|NET CASH USED IN OPERATING ACTIVITIES                                        |  |                        | (3,074,970 | ) |                   |  
|                                                                             |  |                        |            |   |                   |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                         |  |                        |            |   |                   |  
|Purchases of property, equipment and software                                |  |                        | (192,278   | ) |                   |  
|Capitalized software development costs                                       |  |                        | (906,250   | ) |                   |  
|Investment in intangible assets                                              |  |                        | (112,307   | ) |                   |  
|                                                                             |  |                        |            |   |                   |  
|NET CASH USED IN INVESTING ACTIVITIES                                        |  |                        | (1,210,835 | ) |                   |  
|                                                                             |  |                        |            |   |                   |  
|                                                                             |  |                        |            |   |                   |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                         |  |                        |            |   |                   |  
|Net advances on line of credit                                               |  |                        | 150,000    |   |                   |  
|Advances from (to) an affiliate, net                                         |  |                        | 35,000     |   |                   |  
|Proceeds from issuance of common stock                                       |  |                        | 1,163,005  |   |                   |  
|Proceeds from issuance of preferred stock                                    |  |                        | 2,186,753  |   |                   |  
|Preferred stock pending issuance                                             |  |                        | 551,500    |   |                   |  
|Proceeds from issuance of preferred stock at subsidiary                      |  |                        | 199,547    |   |                   |  
|                                                                             |  |                        |            |   |                   |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                    |  |                        | 4,285,805  |   |                   |  
|                                                                             |  |                        |            |   |                   |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         |  |                        | -          |   |                   |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                             |  |                        | -          |   |                   |  
|                                                                             |  |                        |            |   |                   |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   |  | $                      | -          |   |                   | $
|                                                                             |  |                        |            |   |                   |  
|SUPPLEMENTAL DISCLOSURE OF NON CASH ITEMS                                    |  |                        |            |   |                   |  
|Conversion of common stock to preferred stock                                |  | $                      | 497,500    |   |                   | $
|                                                                             |  |                        |            |   |                   |  
|Conversion of preferred stock
    pending issuance to preferred stock        |  | $                      | 551,500    |   |                   | $
|                                                                             |  |                        |            |   |                   |  
|Conversion of preferred stock
    in subsidiary to preferred stock in parent |  | $                      | 199,547    |   |                   | $
|                                                                             |  |                        |            |   |                   |  
|Issuance of common stock as dividend on preferred stock                      |  | $                      | 80,000     |   |                   | $



The accompanying notes are an integral part
of these condensed consolidated financial statements.



3







NEXPLORE CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Notes to Unaudited Condensed Consolidated Financial Statements
December 31, 2007



NOTE 1: DESCRIPTION OF THE BUSINESS AND LIQUIDITY



NeXplore Corporation (the "Company"
or "NeXplore") is a Web 2.0 Software Development company dedicated to creating a series of dynamic, user-focused Internet
properties and applications. Current operations involve primarily raising capital, domestic and international planning and development,
developing software, as well as administrative and staffing responsibilities.



Since inception, the Company has been engaged
primarily in raising capital, along with planning and developing its software. The Company has sustained operating losses since
inception and has an accumulated net loss of $7,307,140 at December 31, 2007. The Company has and will continue to use significant
capital to design, develop, and commercialize its products.



During the year ending June 30, 2008 ("fiscal
year 2008"), the Company intends to fund its research and development and marketing efforts and related organization activities
by utilizing the cash that the Company has at December 31, 2007 and cash raised in fiscal year 2008. The Company will need additional
capital to further develop and enhance its current planned product offerings, introduce new products and to address unanticipated
competitive threats, technical problems, economic conditions or other requirements. However, there can be no assurance that the
Company can generate sufficient revenue to sustain its operation or any such additional financing will be available to the Company.
Additional equity financing will likely involve substantial dilution to the Company's then existing stockholders. In the event
the Company is unable to raise additional capital or generate the necessary revenue, the Company may be required to substantially
reduce or curtail its activities. These matters raise substantial doubt about the Company's ability to continue as a going concern.
The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.



NOTE 2: BASIS OF PRESENTATION



The interim condensed consolidated financial
statements and summarized notes included herein were prepared, without audit, in accordance with accounting principles generally
accepted in the United States of America ("U.S. GAAP") for interim financial information, pursuant to rules and regulations
of the Securities and Exchange Commission. Because certain information and notes normally included in complete financial statements
prepared in accordance with U.S. GAAP were condensed or omitted pursuant to such rules and regulations, it is suggested that these
financial statements be read in conjunction with the Financial Statements and the Notes thereto for the preceding fiscal year.
These unaudited interim condensed consolidated financial statements and notes hereto reflect all normal, recurring adjustments
which are, in the opinion of management, necessary for a fair statement of results for the interim periods presented. Such unaudited
condensed consolidated financial results, however, should not be construed as necessarily indicative of future results.



NOTE 3: SIGNIFICANT ACCOUNTING POLICIES



Revenue recognition



The Company's revenue recognition policy
is consistent with the criteria set forth in Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition
("SAB 104") for determining when revenue is realized or realizable and earned. In accordance with the requirements of
SAB 104 the Company recognizes revenue when (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or completion
of services provided; (3) the price is fixed or determinable; and (4) collectability is reasonably assured.



The Company recognizes advertising revenue
in the period in which the advertisement is displayed, provided that evidence of an arrangement exists, the fees are fixed or determinable
and collection of the resulting receivable is reasonably assured. If fixed-fee advertising is displayed over a term greater than
one month, revenue is recognized ratably over the period. The Company recognizes revenue for fixed-fee advertising arrangements
ratably over the term of the insertion order. If, at the end of a quarterly reporting period the term of an insertion order is
not complete, the Company recognizes revenue for the period by pro-rating the total arrangement fee to revenue and deferred revenue
based on a measure of proportionate performance of the obligation under the insertion order. The Company measures proportionate
performance by the number of placements delivered and undelivered as of the reporting date. The Company uses prices stated on its
internal rate card for measuring the value of delivered and undelivered placements. Fees for variable-fee advertising arrangements
are recognized based on the number of impressions displayed or clicks delivered during the period.



4







Capitalized software development
costs



The Company incurs software development
costs that relate primarily to development of internal use software. Costs related to development of internal use software are
comprised primarily of salaries and related benefit expenses and to a lesser extent contract labor. In accordance with SOP 98-1
"Accounting for the Costs of Computer Software Developed or Obtained for Internal Use," costs related to the application
and development stage are capitalized. All other costs are expensed as incurred. Capitalized software development costs are amortized
over their estimated useful lives (three years) when related software is ready for its intended use.



Beneficial conversion feature of
convertible preferred stock



The convertible feature of certain preferred
stock provides for a rate of conversion that was below market value on the date of issuance. Such feature is normally characterized
as a "Beneficial Conversion Feature" ("BCF"). Pursuant to EITF Issue No. 98-5, "Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios," and to EITF No. 00-27, "Application
of EITF Issue No. 98-5 To Certain Convertible Instruments," the estimated fair value of the BCF is deemed to be a preferred
stock dividend and is added to the net loss in order to compute earnings per share available to common stockholders.



Stock-based compensation



On July 1, 2006, the Company adopted the
Financial Accounting Standards Board Statement of Financial Accounting Standard No. 123 (revised 2004), Share-Based Payments
, ("SFAS 123R"), that addresses the accounting for share-based payment transactions.



Stock-based compensation expense recognized
during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. As stock-based
compensation expense recognized in the consolidated statement of operations for the six months ended December 31, 2007 is based
on awards ultimately expected to vest, it has been reduced for estimated forfeitures. SFAS 123R requires forfeitures to be estimated
at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.



The Company accounts for equity instruments
issued to non-employees based upon the fair value of the awards. All transactions in which goods or services are the consideration
received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the
fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the
equity instrument issued is the earlier of the date on which the counterparty's performance is complete or the date on which it
is probable that performance will occur.



NOTE 4: LINE OF CREDIT



NeXplore entered into a loan and security
agreement with a bank on May 3, 2006. Under the loan and security agreement, NeXplore has a revolving line of credit which provides
for maximum borrowings of $150,000 which is unsecured, due on demand and bears interest at 1% above the Wall Street Journal prime
rate. At December 31, 2007, $150,000 was outstanding under the line of credit. Interest on amounts outstanding is payable monthly.
The interest rate on December 31, 2007 was 9.25%. The line of credit is personally guaranteed by a significant stockholder of the
Company. The line of credit is due on demand; but, if no demand is made, it is due in May, 2008.



NOTE 5: LOSS PER SHARE



Basic loss per share is based upon the
weighted average number of shares of common stock outstanding. Diluted loss per share is based upon the weighted average number
of shares of common stock outstanding plus the number of additional common shares that would have been outstanding if dilutive
potential common shares had been issued. In all periods presented, all potential common shares were anti-dilutive.



NOTE 6: LITIGATION



White Nile:



Officers of the Company, Edward Mandel,
Paul Williams, and Skinner Layne, are also officers and directors in a privately held, non-operational company known as White Nile
Software, Inc. ("White Nile"), which filed a lawsuit in April 2006 against defendant Steven Thrasher, alleging defendant's
breach of fiduciary duties as an officer, director and attorney for White Nile, tortious interference with White Nile's business
relationships, conversion and civil theft of White Nile's property, breach of contract with White Nile, and seeking equitable relief
and damages of more than $1 million.



5







In January 2007 the defendant filed a counterclaim
and third party petition against White Nile, Skinner Layne, Edward Mandel, Paul Williams, and others alleging theft of trade secrets,
conversion, breach of contract, fraud, conspiracy, and seeking equitable relief and damages in an unspecified sum. Although NeXplore
Technologies, Inc., the Company's wholly owned subsidiary, is referenced in the counter-claim, neither it nor the Company was originally
named as a party to the action. However, the Company has since intervened in the action and has asserted a declaratory judgment
claim relating to its ownership and use of certain intellectual property.



The action was filed in the 14th
Judicial District Court of Dallas County, Texas, under Cause No. 06-03319, styled White Nile Software, Inc., Plaintiff/Counter-Defendant
vs. Steven Thrasher, Defendant/Counter-Plaintiff vs. Skinner Layne, Edward Mandel, Paul Williams, Eddy Layne, and Ellen Layne,
Third-Party Defendants, and NeXplore Corporation, Intervenor, and Jason Coleman, Intervenor.



On or around October 19, 2007, the Company
entered into negotiations and attempted to enter into a settlement agreement. The negotiations ended in a proposed agreement and
some of its terms were read into the sealed record. Because numerous disputes arose regarding the material terms of the agreement
during the documentation process, the Company withdrew its consent to the proposed agreement. On January 4, 2008, the Court held
that it could not issue an order enforcing the proposed agreement because the Company, Edward Mandel, Paul Williams, and Skinner
Layne withdrew their consent to the proposed agreement. Thereafter, the action was removed to federal court and is currently pending
in U.S. District Court, Northern District of Texas. Currently, management cannot estimate the probable range of loss, if any, and
therefore has not recorded any liability related to this dispute.



The Company paid $139,999 and $31,626 in
legal expenses on behalf of NeXplore, White Nile and its officers related to the ongoing lawsuit for the six months ended December
31, 2007 and the period from January 17, 2006 (inception) to December 31, 2007, respectively.



Arkansas Securities Department:



In November 2006 the Company received a
letter of inquiry from the State of Arkansas Securities Department ("Arkansas"). Related to inquiries and further investigation,
Arkansas issued a Cease and Desist Order against the Company and certain officers and directors. The Order prohibits the sale of
any securities in the state of Arkansas. Additionally, the Order alleges that previous stock issuances were in violation of Arkansas
securities laws. The Company has supplied documents to Arkansas to comply with requests and to attempt to resolve the issue. If
the Company is not successful in having this Order withdrawn or modified, it would prohibit the raising of additional capital in
the state of Arkansas. Additionally, Arkansas could require the Company to offer a rescission to preferred stockholders related
to $1,732,503 in securities that have been sold in the State of Arkansas. At the time of reporting these consolidated financial
statements, the issue is not resolved, and the Company has not concluded that there is a probable or remote likelihood of an unfavorable
outcome related to the alleged violations in the State of Arkansas, thus the Company cannot estimate its exposure, if any at all
related to such matters.



NOTE 7: STOCK OPTIONS



On February 3, 2006, the Board of Directors
issued a resolution regarding issuance of stock options to employees. The resolution authorized NeXplore's Chief Executive Officer
to hire technical employees and to offer options to purchase the Company's common stock as a component of the employees' total
compensation. The Board also authorized the issuance of stock options to certain other employees, advisory board members, and consultants.
A summary of activity related to common stock options for the period from January 17, 2006 (inception) through December 31, 2007
is as follows:



|                                               |  | Number of  |           |  |           |  |      |          | 
|---------------------------------------------- |  | ---------- | --------- |  | --------- |  | ---- | -------- | 
|                                               |  | Common     |           |  |           |  |      | Weighted | 
|                                               |  | Shares     |           |  | Exercise  |  |      | Average  | 
|                                               |  | Underlying |           |  | Price per |  |      | Exercise | 
|                                               |  | Options    |           |  | Share     |  |      | Price    | 
|Outstanding at June 30, 2007                   |  |            | 2,752,787 |  |           |  | 0.01 |          | 
|Granted from June 30 through December 31, 2007 |  |            | 78,744    |  |           |  | 0.01 |          | 
|Outstanding at December 31, 2007               |  |            | 2,831,531 |  |           |  | 0.01 |          | 
|Exercisable at December 31, 2007               |  |            | 2,601,897 |  |           |  | 0.01 |          | 



6







The weighted average remaining contractual
life of stock options outstanding at December 31, 2007 is approximately 4.2 years.



The fair value of each option grant is
estimated on the date of grant using the Black-Scholes Model with the following assumptions used for options granted during the
following periods:



|                        |  | Six Months         |        
|----------------------- |  | ------------------ | -------
|                        |  | Ended              |        
|                        |  | December 31,  2007 |        
|Risk free interest rate |  |                    | 4.5    
|Expected dividend yield |  |                    | Zero   
|Expected life           |  |                    | 3 years
|Expected volatility     |  |                    | 50.0   



The weighted average grant date fair value
of options granted for the six months ended December 31, 2007 and from the date of January 17, 2006 (inception) through December
31, 2007 is approximately $2.39 and $0.14, respectively. The estimated fair value of common stock options granted during the six
months ended December 31, 2007 is approximately $188,000. The estimated fair value of common stock options granted from the date
of inception to December 31, 2007 is approximately $432,000. The estimated fair value of all such common stock options is being
amortized to expense over the respective vesting periods of the options. NeXplore recognized approximately $121,000 and $275,000,
respectively in stock-based compensation expense during the six months ended December 31, 2007 and from January 17, 2006 (inception)
through December 31, 2007. As of December 31, 2007, there was approximately $81,000 of total unrecognized stock-based compensation
expense related to non-vested common stock options, which is expected to be recognized over two years.



The following table summarizes the vesting
schedule for options that are not vested as of December 31, 2007:



|                                |  | Number of Common  |        
|------------------------------- |  | ----------------- | -------
|                                |  | Shares Underlying |        
|                                |  | Options           |        
|Nine months ended June 30, 2008 |  |                   | 135,316
|Year ended June 30, 2009        |  |                   | 89,632 
|Year ended June 30, 2010        |  |                   | 4,686  
|                                |  |                   | 229,634



NOTE 8. CONVERTIBLE PREFERRED STOCK
BENEFICIAL CONVERSION FEATURE



The Company has evaluated the potential
effect of any beneficial conversion terms related to the convertible preferred stock. Portions of the convertible preferred stock
may have a carrying amount that differs significantly from their conversion amount. In such cases, the difference between the carrying
amount and the conversion amount (limited to the actual proceeds received) is recorded as a beneficial conversion feature. The
table below summarizes the beneficial conversion of the convertible preferred shares recorded during the six months ended December
31, 2007:



|                |  |        |        |  |          |   |         | Common Shares |  |  | Beneficial  | 
|--------------- |  | ------ | ------ |  | -------- | - | ------- | ------------- |  |  | ----------- | 
|Shares of       |  |        |        |  |          |   |         | Issuable      |  |  | Conversion  | 
|Convertible     |  | Shares |        |  | Carrying |   |         | Upon          |  |  | Recorded at | 
|Preferred Stock |  | Issued |        |  | Amount   |   |         | Conversion    |  |  | Issuance    | 
|Series B        |  |        | 50,000 |  |          | $ | 125,000 |               |  |  | 60,096      | 
|Series C        |  |        | 95,651 |  |          | $ | 253,475 |               |  |  | 112,655     | 



The beneficial conversion feature for the
preferred stockholders has been recorded as a deemed dividend. As of June 30, 2007, the Company had preferred stock issued at the
subsidiary level in the amount of $147,507. The preferred stock at the subsidiary level was converted to the parent level during
the six months ended December 31, 2007.





7







NOTE 9. RELATED PARTY TRANSACTIONS



For period from January 17, 2006 (inception)
through December 31, 2007, and for the six months ended December 31, 2007 the Company paid consulting fees in the amount of $38,900
and $-0- to an entity affiliated with the Company through common ownership.



For period from January 17, 2006 (inception)
through December 31, 2007, and for the six months ended December, 2007 the Company paid consulting fees in the amount of $30,000
and $5,000, respectively to an entity partially owned by an officer of the Company.



Beginning in April 2007 the Company has
borrowed, on unsecured open credit, various amounts from an entity controlled by certain officers of the Company. At December 31,
2007, the balance of such advances is $35,000 and is recorded as due to affiliate.



NOTE 10: SUBSEQUENT EVENTS



Between October 1, 2007 and February 14,
2008, the Company sold 1,180,578 shares of restricted common stock for $1,012,250.



The Company raised additional capital through
issuance of preferred stock series C between October 1, 2007 and February 14, 2008 totaling $10,000.



Pursuant to agreements with consulting
groups for services, 70,000 shares were issued to the consultants for services rendered.



The Company issued options to purchase
an additional 1,450,271 shares of common stock to employees, consultants and advisory board members between October 1, 2007 and
February 14, 2008 at an exercise price of $.01 per share. These options have five-year terms. During the same period 53,368 previously
issued options were canceled.



Between October 1, 2007 and February 14,
2008, the Company has repaid the $35,000 borrowed from an entity controlled by certain officers of the Company.



Between October 1, 2007 and February 14, 2008, the Company received
$250,000 as a prepayment from a customer for advertising and signed a revenue-sharing agreement with another Web search company.



Between October 1, 2007 and February 14, 2008, the Company's
Board of Directors declared dividends for certain Series B preferred stockholders to be paid by the issuance of 51,108 shares of
common stock.



In February, 2008, pursuant to a purchase agreement with an
internet company, the Company agreed to issue 163,366 shares of common stock for the purchase of certain internet related assets.



After February 2008, the Company began winding down operations
and became dormant until August 2019. Currently the Company has no assets and its only liability is a related party loan of approximately
$30,000 to its court appointed custodian.



On August 28, 2019, the Eight judicial
District Court of Nevada appointed Custodian Ventures, LLC as custodian for NeXplore Corp., proper notice having been given to
the officers and directors of NeXplore Corp. There was no opposition. On August 29, 2019, the Company filed a certificate of revival
with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director.



8







ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



The Company is engaged in the business
of exploration and development of oil and natural gas reserves through the acquisition and development of properties primarily
with proven reserves. The Company's ability to grow shareholder value through growth of assets, earnings and cash flows is dependent
on its ability to acquire and develop commercial quantities of oil and natural gas that can be produced and marketed at a profit.
The Company's ability to accomplish this growth has been adversely affected by a significant reduction in the availability of investment
capital, brought about by the significant declines in the economy. In spite of having significant acquisition opportunities over
the fiscal year, the Company was not able to avail itself of sufficient funds to take advantage of the opportunities. Company management
has continued to pursue the elements of its growth strategies including actively pursuing the acquisition of significant producing
properties with development potential which can be exploited with lower cost and with lower risk than unproven prospects; While
management has worked toward the successful completion of this plan, sufficient funds have not been obtained to complete it, and
there can be no assurance that the intended results will be achieved or that funds will be available to accomplish the plan.



Results of Operations



Six months ended December 31, 2007 compared
to December 31, 2006.



The company recorded a net operating loss
of $0 for the three month period ended December 31, 2007 compared to a loss for the same period in 2003 of $6,000. General and
Administration expenses decreased to $0 from $6,000.



Liquidity



To the extent possbile, the Company expects
to finance its future acquisition, development and exploration activities through various means of corporate and project finance
and through the issuance of additional securities.



During the last fiscal year, the Company
purchased an interest in a geo thermal power firm, North American GeoPower, Inc. in exchange for shares of a subsidiary, Cambridge
Power Corporation. Although there was no material impact on the Company's financial statements, a number of events in the power
industry including the legislative mandate of alternative energy use and a general emphasis on alternative energy production, made
this an opportunity for the Company to increase its shareholders' value. The Company distributed shares of North American GeoPower,
Inc. to its shareholders in a form of a stock dividend on the basis on one shares of North American GeoPower, Inc. for each 15
shares of the Company's stock. In addition, an agreement with North American GeoPower, Inc. provides for the future payments to
the Company in exchange for its participation. The Company has not yet received any funds and there is no assurance that any funds
will be

received from this agreement.



There can be no assurance that sufficient
funds will be available to meet the requirements of the Company's growth strategy or operations.



Material Commitments for Capital Expenditures



The Company has made no additional material
commitments during the quarter ended December 31, 2007.



ITEM 3. CONTROL AND PROCEDURES



Within the 90 days prior to the filing
date of this Quarterly Report, the issuer carried out an evaluation, under the supervision and with the participation of our Principal
Executive Officer and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls
and procedures as defined in Rule 13a-14(a) and Rule 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation,
the Principal Executive Officer and the Principal Accounting Officer concluded that our disclosure controls and procedures are
effective in timely alerting them to material information relating to us (including our consolidated subsidiaries) required to
be included in this Quarterly Report. There have been no significant changes in our internal controls or in other factors, which
could significantly affect such internal controls, subsequent to the date we carried out our evaluation.



ITEM 4 - LEGAL PROCEEDINGS



At December 31, 2007, the Company was a
party to the legal proceedings set out below. To the knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company.



During the fiscal year 2002, Mineral Ventures,
Inc. asserted and perfected a claim in District Court in New Orleans, Louisiana in the amount of $288,400 for future production
payments from property in St. John the Baptist Parish, Louisiana previously sold by Mineral Ventures, Inc. to a subsidiary of the
Company, Cambridge Offshore LLC. The Company has claimed inadequate service with regard to this claim and is asserting claims against
Mineral Ventures Inc. in a separate claim under a separate agreement in the amount of $292,055. These matters remain pending.





9







Dwayne Bergeron has asserted and perfected
a claim against real estate of a subsidiary, Assure Inc. in District Court in Lafayette, Louisiana for obligations against the
property which totaled $329,000. There remains a claim by Mr. Bergeron against the Company, its subsidiary and a principal (on
guarantees) for additional interest, fees and costs. The Company has asserted a claim for $133,000 paid against these obligations
and for losses related to the property in excess of $1 million. These claims remain pending. During the 2003, Larry Hopfinspirger
initiated a claim on an outstanding promissory note in the amount of $300,000 secured by property of a subsidiary and a principal,
against the Company and the principal on a guarantee in the Circuit Court of Brevard County, Florida. The Company has asserted
a defense of usury and liquidation of collateral in a commercially unreasonable manner. This matter remains pending.



During the 2003, Larry Adams initiated
a claim on an outstanding promissory note in the amount of $15,000 secured by shares of the company and a principal, against the
Company and the principal on a guarantee in the Circuit Court of Broward County, Florida. The Company has asserted claims of breach
of contract against Mr. Adams and a partner and further asserted a defense of usury. This matter remains pending.



During the 2003. Mr. Charles Christie perfected
a claim on a promissory note against the Company in the amount of $22,000 plus interest in Lake County Circuit Court. This amount
remains outstanding.



Moncla Drilling, Inc. had previously perfected
a claim against the Company in the approximate amount of $168,000 in the State of Louisiana. In addition claims have been perfected
in the State of Louisiana by Proven Fuels, Inc. and by Hibernia Bank N.A.. The Company did not appear in any of these proceedings.
There may be other claims such as vendor claims which remain pending but which, prior to 2002, the company considered to be non
material amounts, the status of which the company is unaware.



To the knowledge of management, no director,
executive officer or affiliate of the Company, any owner of record or beneficially of more than 5% of the Company's common stock
is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.



ITEM 5 - CHANGES IN SECURITIES



NONE



ITEM 6 - DEFAULTS UPON SENIOR
SECURITIES



NONE



ITEM 7 - SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS



NONE



ITEM 8 - OTHER INFORMATION



NONE



ITEM 9 – SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10
Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2007 to the date these consolidated financial
statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated
financial statements.





10







ITEM 2.   MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Business Development



NeXplore Corporation (the "Company"
or "NeXplore") is a Web 2.0 Software Development company dedicated to creating a series of dynamic, user-focused Internet
properties and applications. Current operations involve primarily raising capital, domestic and international planning and development,
developing software, as well as administrative and staffing responsibilities.



Since inception, the Company was been engaged
primarily in raising capital, along with planning and developing its software. The Company has sustained operating losses since
inception and has an accumulated net loss of $7,307,140 at December 31, 2007. The Company has and will continue to use significant
capital to design, develop, and commercialize its products.



Between October 1, 2007 and February 14,
2008, the Company sold 1,180,578 shares of restricted common stock for $1,012,250.



The Company raised additional capital through
issuance of preferred stock series C between October 1, 2007 and February 14, 2008 totaling $10,000.



Pursuant to agreements with consulting
groups for services, 70,000 shares were issued to the consultants for services rendered.



The Company issued options to purchase
an additional 1,450,271 shares of common stock to employees, consultants and advisory board members between October 1, 2007 and
February 14, 2008 at an exercise price of $.01 per share. These options have five-year terms. During the same period 53,368 previously
issued options were canceled.



Between October 1, 2007 and February 14,
2008, the Company has repaid the $35,000 borrowed from an entity controlled by certain officers of the Company.



Between October 1, 2007 and February 14, 2008, the Company received
$250,000 as a prepayment from a customer for advertising and signed a revenue-sharing agreement with another Web search company.



Between October 1, 2007 and February 14, 2008, the Company's
Board of Directors declared dividends for certain Series B preferred stockholders to be paid by the issuance of 51,108 shares of
common stock.



In February, 2008, pursuant to a purchase agreement with an
internet company, the Company agreed to issue 163,366 shares of common stock for the purchase of certain internet related assets.



After February 2008, the Company began winding down operations
and became dormant until August 2019. Currently the Company has no assets and its only liability is a related party loan of approximately
$30,000 to its court appointed custodian.



On August 28, 2019, the Eight judicial
District Court of Nevada appointed Custodian Ventures, LLC as custodian for NeXplore Corp., proper notice having been given to
the officers and directors of NeXplore Corp. There was no opposition. On August 29, 2019, the Company filed a certificate of revival
with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director.



Critical accounting policies and estimates



Our condensed financial statements are
prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates
and judgments, our commitments to strategic alliance partners and the timing of the achievement of collaboration milestones. We
base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances.
All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as
disclosures of contingent assets and liabilities. These estimates and judgments are also based on historical experience and other
factors that are believed to be reasonable under the circumstances. Materially different results can occur as circumstances change
and additional information becomes known, even for estimates and judgments that are not deemed critical.



Going Concern



The accompanying financial statements have
been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has not completed
its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These
conditions raise substantial doubt as to our ability to continue as a going concern.





11







Results of Operations



Six months ended December 31, 2007 compared
to December 31, 2006.



Revenue



For the six months ending December 31,
2007, the Company generated $0 in revenues. For the six months ended December 31, 2006, the Company generated $0 in revenues.



Expenses



For the six months ended December 31, 2007,
we incurred operating expenses of $2,312,476.



Net Loss



The company recorded a net operating loss
of $2,316,597 for the six-month period ended December 31, 2007. General and Administration expenses were $2,273,227.



Liquidity



To the extent possible, the Company expects
to finance its future acquisition, development and exploration activities through various means of corporate and project finance
and through the issuance of additional securities.



There can be no assurance that sufficient
funds will be available to meet the requirements of the Company's growth strategy or operations.



Material Commitments for Capital Expenditures



The Company has made no additional material
commitments during the quarter ended December 31, 2007.



Off-Balance Sheet Arrangements



As of December 31, 2007 and 2006, we did
not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities
Act of 1934.



Contractual Obligations and Commitments



As of December 31, 2007 and 2006, we did
not have any contractual obligations.



Critical Accounting Policies



Our significant accounting policies are
described in the notes to our financial statements for the Six months ended December 31, 2007 and 2006, and are included elsewhere
in this registration statement.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK



We are an emerging growth company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.



ITEM 4. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



Our management is responsible for establishing
and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed
to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time specified in the Commission’s rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s
management, including its principal executive officer or officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required disclosure.





12







Pursuant to Rule 13a-15(b) under the Exchange
Act, the Company carried out an evaluation with the participation of the Company’s management, including the Company’s
Chief Executive Officer (“CEO”) and the Company’s Chief Financial Officer (“CFO”), of the effectiveness
of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of December
31, 2007. Based upon that evaluation, the Company’s CEO concluded that the Company’s disclosure controls and procedures
were not effective as of December 31, 2007 due to the Company’s limited internal resources and lack of ability to have multiple
levels of transaction review.



Management is in the process of determining
how best to change our current system and implement a more effective system to insure that information required to be disclosed
in the reports that we file or submit under the Exchange Act have been recorded, processed, summarized and reported accurately.
Our management intends to develop procedures to address the current deficiencies to the extent possible given limitations in financial
and manpower resources. While management is working on a plan, no assurance can be made at this point that the implementation of
such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.



Changes in Internal Control over
Financial Reporting



There have been no changes in our internal
controls over financial reporting that occurred during the quarter ended December 31, 2007, that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial reporting.



13







PART II



ITEM 1.  LEGAL PROCEEDINGS



There are no pending legal proceedings
to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially
of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a
material interest adverse to the Company.  The Company’s property is not the subject of any pending legal proceedings.



ITEM 1A. RISK FACTORS



We are a smaller reporting company as defined by Rule 12b-2
of the Securities Exchange Act of 1934 and are not required to provide the information 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



Not applicable.



ITEM 5.  OTHER INFORMATION



None.



14







Item
6. Exhibits



The following exhibits
are included with this report.



|31.1 |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)                     
|---- |  | ------------------------------------------------------------------------------------------------------
|31.2 |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)                     
|32.1 |  | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|32.2 |  | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



15







SIGNATURE



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 thereunto duly authorized.



|                     | NEXPLORE CORPORATION
|-------------------- | --------------------
|                     |                     
|Dated: June 24, 2020 | By:                 
|                     | Name:               
|                     | Title:              



Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and
in the capacities and on the dates indicated.



|Dated: June 24, 2020 | By:    | David Lazar                                                                                                                                                          
|-------------------- | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     | Name:  | David Lazar                                                                                                                                                          
|                     | Title: | President, Chief Executive Officer,
        and Director
        (Principal Executive Officer, Principal
        Financial Officer, and Principal Accounting Officer)





16