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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 10-K(Mark One) [X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 
For the fiscal year ended December 31, 2010or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 
For the transition period from
________________to________________Commission file number
000-54057KORE NUTRITION
INCORPORATED(Exact name of registrant as specified in its
charter)

|Nevada                                           | N/A                                 
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|2831 St. Rose Parkway, Suite 330,                |                                     
|Henderson, Nevada                                | 89052                               
|(Address of principal executive offices)         | (Zip Code)                          

Registrants telephone number, including area code
702.589.4626

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

|None                | N/A                                      
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered

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

Common Stock, $0.001 par value(Title of class)

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [
]     No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. Yes
[X]     No [ ]

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. Yes [X]     No
[ ]

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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 (§229.405 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 [ ] (Not currently applicable to
the Registrant)

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[X]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

Large accelerated filer
    [ ]
    Accelerated filer
    [ ]Non-accelerated filer
    [ ]
    Smaller reporting company
    [X]


Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [
]     No [X]

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter: $32,418,689 based on a price of $0.51 per
share as of June 30, 2010.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes [ ]     No [
]     N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
67,081,392 shares of common stock as of April 8, 2011

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980). Not Applicable

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PART I

Forward-Looking Statements.

This annual report on Form 10-K contains forward-looking
statements. Forward-looking statements are projections of events, revenues,
income, future economic performance or managements plans and objectives for
future operations. In some cases, you can identify forward-looking statements by
the use of terminology such as may, should, expects, plans,
anticipates, believes, estimates, predicts, potential or continue or
the negative of these terms or other comparable terminology. Examples of
forward-looking statements made in this annual report on Form 10-K include
statements about:

- Our business plans,
- Our ability to raise additional finances,
- Our anticipated future marketplaces,
- Our anticipated sales and marketing strategy,
- Our negotiations with Big Brands Inc. and Fitness Water for the
  manufacturing of our products,
- Our belief that we are not dependent on a single supplier and will have an
  adequate source of raw materials,
- Our belief that we will be in compliance with regulations regarding
  non-alcoholic beverages,
- Our belief that we may become an official sponsor of the world series of
  poker again, and
- Our future investments and allocation of capital resources.

These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, including:

- Our ability to continue as a going concern,
- General economic and business conditions,
- Our lack of operating history,
- Our dependence on manufactures and distributors to produce our products,
- Changes to regulatory requirements relating to non-alcoholic beverages,
- Our ability to comply with existing regulatory requirements relating to
  non-alcoholic beverages,
- A decline in the popularity of energy drinks, bottle water, or poker, and
- The risks in the section of this annual report entitled Risk Factors,

any of which may cause our or our industrys actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

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While these forward-looking statements and any assumptions upon
which they are based are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein. Except as required by applicable
law, including the securities laws of the United States, we do not intend to
update any of the forward-looking statements to conform these statements to
actual results

As used in this annual report, the terms we, us our and
Kore mean Kore Nutrition Incorporated and our wholly-owned subsidiary, Go All
In, LLC. Unless otherwise stated, $ refers to United States dollars.

ITEM 1. BUSINESS

General Development of the Business

We were incorporated under the laws of the State of Nevada on
October 13, 2006, and registered as an extra-provincial corporation in the
province of British Columbia, Canada on January 3, 2007. Our business model was
initially to develop niche snack products to cater to a broad spectrum of health
conscious consumers. However, as we were not successful at developing a product
line prior to the entry into the share exchange agreement and had no source of
revenue from our business plan, we determined to seek out a new business
opportunity to increase value for our shareholders.

On February 16, 2010, we filed a Certificate of Amendment with
the Secretary of State of the State of Nevada, amending our articles of
incorporation by increasing our authorized capital to 200,000,000, of which
150,000,000 shares are common stock with a par value of $0.001 and 50,000,000
shares are preferred stock with a par value of $0.001 per share. The Board of
Directors is authorized to prescribe the series and the number of shares of each
series of preferred stock and the voting powers, designations, preferences,
limitations, restrictions, relative rights or other variations of the shares of
each class or series within each class of the preferred stock.

On February 26, 2010, we entered into a share exchange
agreement with Go All In, LLC (All In). The closing of the agreement occurred
on March 31, 2010. Pursuant to the terms of the agreement, we acquire all of the
issued and outstanding common shares of All In from the shareholders of All In
in exchange for the issuance by us to the shareholders of All In of an aggregate
of 35,425,000 shares of our common stock, on a pro rata basis. As a result of
the closing of the share exchange agreement, All In became a wholly-owned
subsidiary of our company.

Effective March 4, 2010, we declared a 9.2 for 1 forward split,
payable by way of a stock dividend whereby we issued an additional 8.2 shares
for each share outstanding to stockholders of record as of February 25,
2010.

On September 7, 2010, we appointed an advisory board to help
develop and expand our products. Our advisory board consists of the following
members: Phil Atwell, chairman of the advisory board; Wayne Blackburn, Pharm.D.,
M.B.A., a nutrition and health advisor; Mitch Cohen, a business development
advisor; Albert Gaydosh, a product development advisor; Mathew D. Lucas, a
investment banking advisor; Mark Myden, a sports marketing advisor; and Samuel
J. Rowe, a marketing and event advisor. For a brief biography of the individuals
comprising the advisory board, please see our news release dated September 7,
2010. We have not entered into any compensation arrangement with the members of
our advisory board; however, our board of directors anticipates that we will
award share options annually to the members or on an ad hoc basis based on
exception performance.

Description of Business

Overview

As of the closing of the share exchange agreement, we are
engaged in the business of developing, producing, and selling non-alcoholic
beverages. Specifically, we have developed and are currently selling bottled
water and three energy drinks. Production, storage, and shipping of our products
have been contracted out to independent beverage production companies, known as
co-packers, which produce our products to our specifications. We intend to
expand our production, sales and distribution capacity in the next twelve
months.

We associate our products with professional poker, and sports
endurance events overall, by securing the endorsements of professional poker
players, sponsoring poker tournaments, and hosting our own branded poker
tournament. We intend to continue this strategy of brand association with
professional poker.

Principal Products

Our current products include bottled water and three different
flavors of energy drinks: citrus, grape and Acai Berry. Our products are classified as non-alcoholic ready-to-drink
beverages and are classified as New Age or Alternative Beverages. New Age
beverages are distinguishable from mainstream carbonated soft drinks in that
they tend to contain less sugar, less carbonation, and natural ingredients. As a
general rule, three criteria have been established for such a classification:
(1) relatively new introduction to the marketplace; (2) a perception by
consumers that consumption is healthier than mainstream carbonated soft drinks;
and (3) the use of natural ingredients and flavors in the products.

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Energy Drinks

Our energy drinks are labeled ALL IN ENERGY DRINK. They are
specially formulated with adaptogenic herbs, vitamins and amino acids, which we
believe collectively provide sustainable energy, a sharpened sense of focus, and
support for the immune system. Herbs such as astralagus, schidandra, Panax
Ginseng, and Panax Quinquefolium are used in our proprietary blend to support
the immune system. A high-content of vitamins and amino acid ingredients, such
as Vitamin C, Niacin, Vitamin B6, Folic Acid, Vitamin B12 and Pantothenic Acid,
are included. We believe these ingredients assist with sharpening focus and
increasing energy. Our energy drinks are specifically formulated as low calorie,
low sodium beverages that contain zero carbohydrates and zero sugar to deliver a
consistent level of energy. These qualities are intended to attract the
attention of both male and female consumers.

We have sought to differentiate our energy drinks by developing
flavors that appeal to consumers, as well as developing formulas that we believe
are healthier than competing products. We have sought to appeal to the health
conscious consumer by including vitamins and adaptogenic herbs and avoiding the
high sugar levels and high carbohydrate contents of competing products.

Water

Our purified water is labeled as ALL IN PURIFIED WATER. Our
purified water goes through an extensive 12-step purification process. First,
high levels of dissolved solids, present in most waters, are filtered out
through a multi-step process. The water is then re-mineralized with a specific
blend of minerals, which we believe may boost cell regeneration through
heightened hydration.

Lollipops

Similar to our energy drinks, we have introduced a line of
Lollipops that will have zero sugar, zero caffeine, and zero preservatives. We
anticipate that we will initially launch three distinct flavors: Grape, Green
Apple and Watermelon. We believe that our lollipops will provide a health-energy
alternative to current products on the market.

Manufacturing

The manufacture of energy beverages and fortified water is a
science that requires specialized equipment, highly trained personnel and
intensive quality control oversight. We have identified qualified co-packers in
core markets of current (and future) distribution, who, under the scrutiny of
our quality control personnel, manufacture our products to our specifications
and high quality standards. These co-packers will be employed until such time as
volumes justify self-manufacturing. At that time, we intend to build our own
facilities for manufacturing.

We have been working with Beverage Science of Delaware to
manufacture our energy drinks at their Southern California production and
bottling facility. They have significant experience in successfully developing,
manufacturing and bottling energy drinks.

We have similarly been working with Fitness Water, Inc., a
specialty water bottler based in Southern California, to provide high-quality
bottled water, created to our specifications and branded specifically for us.
Both Beverage Science and Fitness Water engage in product runs upon request,
which allows us to meet demand and balance our inventory requirements throughout
the year.

We are currently negotiating with both Beverage Science and
Fitness Water on contract terms that we expect to be completed in the very near
future.

Sales and Marketing

Our goal is for our products to become leading beverages in the
beverage marketplace, initially in the United States, and later in certain
international markets. In order to achieve our goal, we intend to increase
awareness of our products with both retailers, as wholesale customers, and
beverage drinkers, as end-users. We hope to accomplish this by increasing our sponsorships,
capitalizing on our celebrity endorsements, and building our poker tournaments,
and sports endurance presence worldwide.

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Initially, we have pursued a strategy of associating our
products with professional poker. To this end, we have sponsored the World
Series of Poker, obtained endorsements from a number of professional poker
players, and hosted our own poker tournament. We intend to increase and
capitalize on these efforts in the coming year as described below.

We have secured, and will continue to seek, endorsements for
our products from celebrities, particularly those in the world of professional
poker, thereby taking advantage of public relations opportunities often
available to such individuals. By securing, widely publicizing and advertising
celebrity endorsements, we hope to create consumer awareness of, and demand for,
our products. We hope to avoid high endorsement fees by offering a percentage of
sales revenue in return for the celebritys endorsement. We have taken advantage
of the demonstrated ability of celebrities to generate public relations and
promotional brand marketing activity at a low cost. We intend to promote our
products by using public relations activities across numerous media platforms to
generate a high level of brand awareness and consumer interest.

Our marketing and pricing policies have taken into
consideration competitors prices and our perception of what a consumer is
willing to pay for a particular brand and product in the retail environment. Our
goal has been to competitively price our products with the other comparable
premium brands and provide a higher quality product at the selected price
points. We believe our celebrity endorsement strategy supports premium
pricing.

We will build on our identity in the sport of poker, and intend
to secure distribution of our products in gambling establishments throughout the
United States. Distribution will be achieved through wine and spirit
distributors and/or specialty food distributors, or through merchandising at
hotels, including in-room in mini bars, at gift shops, at restaurants and bars,
at swimming pools and work out rooms, and on the gaming floors.

Utilizing the same distribution system, products will be sold
in supermarkets, drug stores, convenience stores and in mass merchandisers.
Retail pricing will be maintained at parity pricing with competition, supporting
the retailers demand for a 40% margin off promotion and a 30% margin on
promotion. We anticipate that our products will be promoted in store for two one
week periods per quarter and we will reduce the cost of goods with a 15%
promotional allowance to drive volume and gain trial and visibility. In years
one and two, we intend to focus our market penetration strategy on the western
United States. For this segment, and then in year three, we anticipate that our
market penetration will expand into the southwest markets of Texas and Louisiana
where gambling is a pastime.

Through food service distributors, we believe products will be
sold into colleges and universities as these consumers have a penchant for
energy drinks to sustain their study and social habits.

We intend to expand the Internet sale of products through
bulletin board advertising links, and the provision of offers for branded
apparel to consumers. We intend to secure advertising space on websites, which
will be tagged with our All In brand.

We do not currently employ any direct sales personnel. In the
short term, we intend to continue to use the talents and services of our
management and contractors to sell our products. Later, we plan to form an
independent network of contract sales associates managed by company regional
managers, a promotional support team, and several market segment specialists who
will be paid on a commission basis. In any event, we currently do not intend to
hire sales personnel for at least the next twelve months, unless our revenues
are enough to absorb the cost of these personnel.

Brand Tie-In with Poker

The majority of poker players in the United States are males
ages 21-35. This overlaps significantly with the demographic profile of energy
drink consumers. It is also estimated that there are 10 million serious internet
poker players (those playing 5+ hrs per week). With the increased accessibility
to poker through websites and increased popularity through media coverage, poker
has grown into a multi-billion dollar industry. Poker events, such as the World
Series of Poker (WSOP), have gained recognition and coverage through major
television networks including ESPN, NBC, and GSN. As a result, poker has become
a form of entertainment as well as a mainstream game for gamblers. We have thus
determined to focus our marketing efforts on poker players.

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Endorsements

In the past, we have received informal endorsements from
popular professional poker players. Currently, ten-time WSOP champion Johnny
Chan, a founding partner of our company, is our main ambassador and has
committed to drink our products at all tournaments and appearances as well as
wear All In Energy logo branded apparel; and make personal appearances for
autographs, signatures, and photographs. We also have relationships with other
well-known poker professionals. Building these relationships sets our products
apart as the drinks of choice for professional poker players. While we do not
have existing written agreements for endorsements, we intend to acquire written
endorsement agreements in the future.

World Series of Poker Sponsorship

The World Series of Poker (WSOP) is the largest set of poker
tournaments in the world. It is held annually in Las Vegas and, since 2007, has
consisted of 55 events. As an official sponsor of the WSOP, in both 2008 and
2009, we enjoyed the following exposure opportunities for our brand and
products:

- All In Energy Drink logo on WSOP table felts;
- All In Energy Drink dealer flags were used during the main event;
- All In Energy Drink products were the only water or energy drinks served on
  the WSOP playing floor and our water and energy drinks were automatically
  stocked on drink trays to ensure availability; and
- All In Energy Drinks and All In Purified Water were pre-set on tables at
  the start of each days play to reinforce our connection to the WSOP.

In 2010, due to the financial condition of our company, we were
not an official sponsor of the WSOP but did provide samples during the
tournament. If the financial condition of our company improves, we anticipate
that we may become an official sponsor again.

Distribution Methods

We currently have two main avenues for the sale and
distribution of our products: our internet website and various retail locations.
Retail customers can navigate to our website, www.allinenergy.com, and purchase
our products directly from us. We charge the customers credit card and the
products are shipped directly to the customer. Alternatively, retail customers
will be able to obtain our products through traditional retail outlets. Our
objective is to sell through retailers such as grocery stores and supermarkets;
convenience stores and gas stations; food service operations, such as
restaurants and night clubs; cruise ship operators; hotels; and other
locations.

All of our products are shipped from Beverage Science and
Fitness Water to the fulfillment house, United Fulfillment Solutions (UFS),
and UFS is responsible for all order fulfillment, distributing our products to
retail locations as well as directly to customers. We intend to continually
review our shipping and distribution needs in light of regulatory compliance and
logistical requirements and may add or change distributors based on those needs.
In the event that our relationship with any of our distributors deteriorates, we
believe we could replace the distributor with another of comparable quality.
However, this would disrupt our business until a replacement distributor is
identified and a contract is signed. Thus, maintaining a positive, cooperative
relationship with our initial distributor is important to our success.

One of our key objectives during the fourth quarter of 2010 was
to establish our brand in Asia. We collaborated with a well recognized business
leader in Hong Kong, Mr. Desmond Liew, and we ultimately partnered with Mr.
Liew, who formed All In Asia, which is a licensee of All In. We are working with
Mr. Liew to introduce our products into Hong Kong, mainland China, and Macau
initially, then develop an expansion plan to enter the rest of Asia over the
next three year period.

In October, 2010, we entered into a distribution agreement with
Stason Texas, who will provide marketing, sales, warehousing and distribution
services for Go All In, Inc. in the Southwestern United States, for its All In
Energy drinks and enhanced bottled water products.

In November 2010, we entered into a distribution partnership
with HG Products Distribution LLC (HG), a subsidiary of Hensley Group LTD. HG
distributes specialty food products and snack foods on and off-premise,
throughout the Las Vegas, Nevada marketplace.

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We entered into a multi-year distribution agreement with
Pacific Asia Profit Inc. (PAPI) in December 2010. PAPI is managed by Mr.
Olivay Sourachet, an experienced marketing and distribution expert in Asia. We
believe that PAPI will be an integral component of the strategic development of
our health energy products.

In December 2010, we appointed Sharpworx Ltd. a Bahamas
corporation, as the exclusive distributor for our energy drinks and water in the
Caribbean Islands, contingent upon sales and distribution objectives being
achieved over three years, based on agreed market development plans between the
parties.

As is customary in the industry, we will be expected to arrange
for our production and shipping needs sufficiently in advance of anticipated
requirements. Accordingly, we will work closely with our distributor to
anticipate demand for our products. We hope to create a sufficient standing
inventory with UFS to eliminate the possibility of unmet demand for our
products. Other than minimum case volume requirements per production run, we do
not anticipate any minimum production requirements.

Materials

Substantially all of the raw materials used in the production,
bottling, and packaging of our products are purchased by Beverage Science and
Fitness Water in accordance with our specifications. The raw materials used in
the preparation and packaging of our products are purchased from suppliers
selected by us or in concert with Beverage Science and Fitness Water. These raw
materials are available through a variety of suppliers. Thus, we believe that we
are not dependent upon a single supplier, but will have adequate sources of raw
materials, which will be available from multiple suppliers.

Competition

The beverage industry is highly competitive. We face
significant competition in the business of developing and producing bottled
water and energy drinks. We compete with a number of established national and
regional beverage producers and private label suppliers. Our non-alcoholic
beverage competitors include companies such as Aquafina; Dasani; Arrowhead
Water; Red Bull; Rockstar; and Hansen. These companies enjoy brand recognition
which exceeds that of our brand name. We compete with several producers who have
significantly greater financial, managerial, distribution, advertising, and
marketing resources than we do. We compete for product ideas, shelf space, and
market share. We believe that our success will depend upon our ability to remain
competitive in this field. The failure to compete successfully for market share
and for resources could have a material adverse effect on our business.

We believe it is both costly and difficult for large companies
to create new brands. As a result, we believe opportunities exist for smaller
companies to develop high-quality, high-margin brands, which can grow to be very
attractive acquisition candidates for larger companies.

We compete primarily on the basis of quality, brand name
recognition, and price. We believe that our success will depend upon our ability
to remain competitive in our product areas. Our failure to compete successfully
in the future could result in a material deterioration of customer loyalty and
our image and could have a material adverse effect on our business.

Intellectual Property

We have filed a trademark application for All In and intend
to file for a number of trademarks in the United States, including All In
Energy Drink. In addition, we will seek to have trademark protection in the
United States for a number of other trademarks for slogans and product designs.

We intend to aggressively assert our rights under trade secret,
unfair competition, trademark and copyright laws to protect our intellectual
property, including product design, product research and concepts and recognized
trademarks. These rights are protected through the acquisition of patents and
trademark registrations, the maintenance of trade secrets, the development of
trade dress, and, where appropriate, litigation against those who are, in our
opinion, infringing these rights.

While there can be no assurance that registered trademarks will
protect our proprietary information, we intend to assert our intellectual
property rights against any infringer. Although any assertion of our rights
could result in a substantial cost to, and diversion of effort by, our company,
management believes that the protection of our intellectual property rights will
be a key component of our operating strategy.

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Governmental Regulations

The production and marketing of our licensed and proprietary
non-alcoholic beverages are subject to the rules and regulations of various
federal, provincial, state and local health agencies, including the United
States Food and Drug Administration (FDA) and the United States Alcohol and
Tobacco Tax and Trade Bureau (TTB). The FDA and TTB also regulate labeling of
our products. From time to time, we may receive notification of various
technical labeling or ingredient reviews with respect to our products. We
believe that we have a compliance program in place to ensure compliance with
production, marketing and labeling regulations on a going-forward basis. We are
also subject to the laws and regulations applicable to business operations, such
as business licensing requirements, income taxes and payroll taxes. There are no
regulatory notifications or actions currently outstanding. We intend to ensure
regulatory compliance and retain a regulatory law firm to oversee our
submissions to various agencies.

Bottled Water

Bottled water is regulated by the FDA, which requires bottled
water to comply with bottled water specific standards and regulations relating
to food products in general. In addition to bottled waters rigorous FDA
regulations, many times, bottled water is subject to further state standards and
other requirements set by trade associations such as the American Beverage
Association or the International Bottled Water Association. In addition, the
FDAs standards apply to both domestic and imported brands, no matter where they
are produced and sold.

In the United States, specific definitions and meanings
(standards of identity) apply to the most common types of bottled water.
Bottled water manufacturers must ensure that their products meet the FDAs
established standard of identity for bottled water products.

Nutritional information required on water bottle labels varies
from region to region and country to country. In the United States, the only
labeling required is the traditional nutrition label, which has almost no
relevant information for water. The FDA requires that suppliers use an approved
source, which the FDA defines as:

a source of water...that has been
inspected and the water sampled, analyzed, and found to be of a safe and
sanitary quality according to applicable laws and regulations of state and local
government agencies having jurisdiction.

In the United States, tap water is regulated by the stringent
United States Environmental Protection Agency, while bottled water is not held
to these requirements.

In addition, bottled water must be sealed in safe, sanitary
containers, which may be made from plastic or glass. Plastics and all other
materials used for contact with foods or beverages must be approved by the FDA
to help ensure their safety.

Compliance with Environmental Laws

We have not incurred and do not anticipate incurring any
expenses associated with environmental laws. We rely on contractors to comply
with applicable environmental laws in the production of our products.

Employees

We have no employees other than our president, chief executive
officer and secretary. Our operations are overseen directly by management that
engages a number of contract employees to carry on our business. Our management
oversees all responsibilities in the areas of corporate administration, business
development, and research. We intend to expand our current management to retain
skilled directors, officers, and employees with experience relevant to our
business focus. Our managements relationships with manufacturers, distillers,
development/research companies, bottling concerns, and certain retail customers
will provide the foundation through which we expect to grow our business in the
future. We believe that the skill-set of our management team will be a primary
asset in the development of our brands and trademarks. We also plan to form an
independent network of contract sales and regional managers, a promotional
support team, and several market segment specialists who will be paid on a
variable basis.

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ITEM 1A. RISK FACTORS

RISK FACTORS

Risks Related To Our Business

We have been the subject of a going concern opinion by
our independent auditors who have expressed substantial doubt as to our ability
to continue as a going concern.

Our Independent Registered Public Accounting Firm has added an
explanatory paragraph to their audit report issued in connection with our
financial statements which states that our recurring losses from operations and
the need to raise additional financing in order to execute our business plan
raise substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustment that might result from the
outcome of this uncertainty. Assurances cannot be given that adequate financing
can be obtained to meet our capital requirements. If we are unable to generate
profits and unable to continue to obtain financing to meet our working capital
requirements, we may have to curtail our business sharply or cease operations
altogether. Our continuation as a going concern is dependent upon our ability to
generate sufficient cash flow to meet our obligations on a timely basis to
retain our current financing, to obtain additional financing, and, ultimately,
to attain profitability. Should any of these events not occur, we will be
adversely affected and we may have to cease operations.

Because we have a limited operating history, our ability
to fully and successfully develop our business is unknown.

We have only recently begun producing and distributing energy
drinks and bottled water, and do not have a significant operating history with
which investors can evaluate our business. Our ability to successfully develop
and market our products and organize poker tournaments, and to realize
consistent, meaningful revenues and profit has not been established and cannot
be assured.

For us to achieve success, our products must receive broad
market acceptance by consumers. Without this market acceptance, we will not be
able to generate sufficient revenue to continue our business operation. In
addition, we believe that the acceptance and success of our product by poker
players and at poker tournaments is integral to the success of our products.
Poker players and poker tournaments are our primary marketing tool for the sale
of our products. If our products are not widely accepted by the market, our
business may fail.

Because we rely heavily on our manufacturers and
distributors, our ability to successfully conduct business operations is
dependent upon their ability to remain operational.

We have arrangements with Beverage Science to develop, produce,
and can our energy drinks, and with Fitness Water to produce and bottle our
water product. We also have an arrangement with United Fulfillment Solutions
whereby it distributes all of our products both nationally and internationally.
However, we have not entered into formal agreements with any of these
third-party contractors, although we rely heavily on these third-party
contractors to supply and distribute our products. Should one or more of them
cease operations, dispute our arrangement with them, file for bankruptcy,
unilaterally change the terms or pricing of our arrangement, or terminate their
relationship with us, we may have significant difficulty replacing them in a
timely manner or at all. Our business operations and name brand would likely
suffer, and our financial condition could be materially adversely affected.

Changes in the non-alcoholic beverages business
environment could impact our financial results.

The non-alcoholic beverages business environment is rapidly
evolving as a result of, among other things, changes in consumer preferences,
including changes based on health and nutrition considerations and obesity
concerns; shifting consumer tastes and needs; changes in consumer lifestyles;
and competitive product and pricing pressures. If we are unable to successfully
adapt to this rapidly changing environment, our business could be negatively
affected.

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If energy drinks, bottled water, or poker experience a
decline in popularity, our financial condition may materially
suffer.

Currently, both energy drinks and poker are enjoying a great
deal of popularity. Our strategy has been to capitalize on the popularity of
these markets by utilizing poker as a marketing vehicle to sell our products.
The bulk of our marketing efforts have focused and will continue to focus on
sponsoring and/or hosting poker tournaments, obtaining poker celebrity
endorsements, and branding our products with poker. If poker should suffer a
decline in popularity, the return on our marketing efforts will be significantly
less than we have anticipated. Similarly, if energy drinks, or bottled water in
general, decline in popularity with consumers, particularly with our target
market, our sales will likely decline. In either event, our financial condition
will be materially adversely affected.

Unfavorable general economic conditions in the United
States or in other major markets could negatively impact our financial
performance.

Unfavorable general economic conditions, such as a recession or
economic slowdown in the United States or in one or more of our other major
markets, could negatively affect the affordability of, and consumer demand for,
some of our beverages. Under difficult economic conditions, consumers may seek
to reduce discretionary spending by forgoing purchases of our products or by
shifting away from our beverages to lower-priced products offered by other
companies. Softer consumer demand for our beverages in the United States or in
other major markets may negatively affect our financial performance.

If we are not able to acquire or develop, and
successfully integrate additional products in the future, our growth strategy
will be negatively impacted.

We intend to grow our business primarily through the
development of our products as well as acquisitions of other brands. If we have
the working capital necessary to do so, we expect to acquire additional brands
in the future. There can be no assurance that we will be able to develop or
acquire additional products or assimilate all of the products we do develop or
acquire into our business or product mix. Acquisitions can be accompanied by
risks such as potential exposure to unknown liabilities relating to the acquired
product or business. We may enter into joint ventures, which may also carry
risks of liability to third parties.

Because we compete in an industry characterized by rapid
changes in consumer preferences, our ability to continue developing new products
to satisfy our consumers changing preferences will determine our long-term
success.

Our short-term market distribution and penetration will be
limited as compared with the potential market and so our initial views as to
customer acceptance of a particular brand can be erroneous, and there can be no
assurance that true market acceptance will ultimately be achieved. In addition,
customer preferences are also affected by factors other than taste. If we do not
adjust to and respond to these and other changes in customer preferences, our
sales may be adversely affected.

If our business is unsuccessful, our shareholders may
lose their entire investment.

Although shareholders will not be bound by or be personally
liable for our expenses, liabilities or obligations beyond their total original
capital contributions, should we suffer a deficiency in funds with which to meet
our obligations, the shareholders as a whole may lose their entire investment in
our company.

Our board of directors may change our operating policies
and strategies without prior notice or shareholder approval and such changes
could harm our business and results of operations and the value of our stock.

Our board of directors has the authority to modify or waive
certain of our current operating policies and strategies without prior notice
and without shareholder approval. We cannot predict the effect any changes to
our current operating policies and strategies would have on our business,
operating results and value of our stock. However, such changes could have a
material adverse effect on our financial position or otherwise.

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Because executive management is free to devote time to
other ventures, shareholders may not agree with their allocation of
time.

Our executive officers and directors will devote only that
portion of their time, which, in their judgment and experience, is reasonably
required for the management and operation of our business. Management may have
conflicts of interest in allocating management time, services and functions
among us and any present and future ventures which are or may be organized by
our officers or directors and/or their affiliates. Management will not be
required to direct us as their sole and exclusive function, and they may have
other business interests and engage in other activities in addition to those
relating to us. This includes rendering advice or services of any kind to other
investors and creating or managing other businesses.

Changes in laws and regulations relating to beverage
containers and packaging could increase our costs and reduce demand for our
products.

We and our bottlers currently offer non-refillable, recyclable
containers in the United States. Legal requirements have been enacted in various
jurisdictions in the United States and overseas requiring that deposits or
certain ecotaxes or fees be charged for the sale, marketing and use of certain
non-refillable beverage containers. Other proposals relating to beverage
container deposits, recycling, ecotax and/or product stewardship have been
introduced in various jurisdictions in the United States and overseas, and we
anticipate that similar legislation or regulations may be proposed in the future
at local, state and federal levels, both in the United States and elsewhere.
Consumers increased concerns and changing attitudes about solid waste streams
and environmental responsibility and related publicity could result in the
adoption of such legislation or regulations. If these types of requirements are
adopted and implemented on a large scale in any of the markets in which we
operate, they could affect our costs or require changes in our distribution
model, which could negatively impact our financial condition. In addition,
container-deposit laws, or regulations that impose additional burdens on
retailers, could cause a shift away from our products to retailer-proprietary
brands, which could impact the demand for our products in the affected markets.

Significant additional labeling or warning requirements
may inhibit sales of affected products.

Various jurisdictions may seek to adopt significant additional
product labeling or warning requirements relating to the content or perceived
adverse health consequences of certain of our products. If these types of
requirements become applicable to one or more of our major products under
current or future environmental or health laws or regulations, they may inhibit
sales of such products. One such law, which is in effect in California, requires
that a specific warning appear on any product that contains a substance listed
by the state as having been found to cause cancer or birth defects. This law
exposes all food and beverage producers to the possibility of having to provide
warnings on their products because it does not recognize any generally
applicable quantitative thresholds below which a warning is not required.
Consequently, the detection of even a trace amount of a listed substance can
subject an affected product to the requirement of a warning label. We are not
currently required to display warnings under this law on any of our beverages
produced for sale in California. In the future, however, caffeine and other
substances detectable in our products may be added to the list pursuant to this
law and the related regulations as they currently exist or as they may be
amended. If a substance found in one of our products is added to the list, or if
the increasing sensitivity of detection methodology results in the detection of
an infinitesimal quantity of a listed substance in one of our beverages produced
for sale in California, the resulting warning requirements or adverse publicity
could negatively affect our sales.

Because our business is subject to many regulations and
noncompliance is costly, any failure on our part to comply may negatively impact
our business.

The production, marketing and sale of our non-alcoholic
beverages, including contents, labels, caps and containers, are subject to the
rules and regulations of various federal, state and local health agencies. If a
regulatory authority finds that a current or future product or production run is
not in compliance with any of these regulations, we may be fined, or production
may be stopped, thus adversely affecting our financial conditions and
operations. Similarly, any adverse publicity associated with any noncompliance
may damage our reputation and our ability to successfully market our products.
Furthermore, rules and regulations are subject to change from time to time and
while we monitor developments in this area, the fact that we have limited staff
makes it difficult for us to keep up to date and we have no way of anticipating
whether changes in these rules and regulations will impact our business
adversely. Additional or revised regulatory requirements, whether regarding
labeling, the environment, taxes or otherwise, could have a material adverse
effect on our financial condition and results of operations.

12

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We depend, to a large degree, upon the third parties with whom
we have contracted to produce our products to maintain compliance. However, any
failure on their part could have a significant impact on our business.

If we are not able to effectively protect our
intellectual property, our business may suffer a material negative impact and
may fail.

We believe that our brand is important to our success and our
competitive position, however we currently have only secured one trademark. If
we are unable to secure trademark protection for our intellectual property in
the future or that protection is inadequate for future products, our business
may be materially adversely affected. Further, we cannot be sure that our
activities do not and will not infringe on the intellectual property rights of
others. If we are compelled to prosecute infringing parties, defend our
intellectual property or defend ourselves from intellectual property claims made
by others, we may face significant expenses and liability as well as the
diversion of managements attention from our business, any of which could
negatively impact our business or financial condition.

Risk Related to our Stock

Because we can issue additional shares of common stock,
purchasers of our common stock may incur immediate dilution and may experience
further dilution.

We are authorized to issue up to 150,000,000 shares of common
stock, of which, as of April 8, 2011, 65,881,393 shares are issued and
outstanding and 50,000,000 shares of preferred stock, of which none are issued
and outstanding. Our board of directors has the authority to cause us to issue
additional shares of common stock, and to determine the rights, preferences and
privileges of such shares, without consent of any of our shareholders.
Consequently, the shareholders may experience more dilution in their ownership
of our stock in the future.

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our shareholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board. Trading
in stock quoted on the OTC Bulletin Board is often thin and characterized by
wide fluctuations in trading prices, due to many factors that may have little to
do with our operations or business prospects. This volatility could depress the
market price of our common stock for reasons unrelated to operating performance.
Moreover, the OTC Bulletin Board is not a stock exchange, and trading of
securities on the OTC Bulletin Board is often more sporadic than the trading of
securities listed on a quotation system like NASDAQ a stock exchange like the
NYSE AMEX. Accordingly, shareholders may have difficulty reselling any of the
shares.

A decline in the price of our common stock could affect
our ability to raise further working capital, it may adversely impact our
ability to continue operations and we may go out of business.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because we may attempt to acquire a significant
portion of the funds we need in order to conduct our planned operations through
the sale of equity securities, a decline in the price of our common stock could
be detrimental to our liquidity and our operations because the decline may cause
investors to not choose to invest in our stock. If we are unable to raise the
funds we require for all our planned operations, we may be forced to reallocate
funds from other planned uses and may suffer a significant negative effect on
our business plan and operations, including our ability to develop new products
and continue our current operations. As a result, our business may suffer, and
not be successful and we may go out of business. We also might not be able to
meet our financial obligations if we cannot raise enough funds through the sale
of our common stock and we may be forced to go out of business.

Because we do not intend to pay any cash dividends on our
shares of common stock in the near future, our shareholders will not be able to
receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the
development and expansion of our business. We do not anticipate paying any cash
dividends on our common stock in the near future. The declaration, payment and amount of any future dividends
will be made at the discretion of the board of directors, and will depend upon,
among other things, the results of operations, cash flows and financial
condition, operating and capital requirements, and other factors as the board of
directors considers relevant. There is no assurance that future dividends will
be paid, and if dividends are paid, there is no assurance with respect to the
amount of any such dividend. Unless we pay dividends, our shareholders will not
be able to receive a return on their shares unless they sell them.

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Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations which may limit a shareholders
ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

FINRA sales practice requirements may also limit a
shareholders ability to buy and sell our stock.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, the Financial Industry Regulatory Authority
(FINRA) has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the FINRA believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The FINRA requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common stock.

ITEM 2. PROPERTIES.

We do not own any real property used in the operation of our
current business. We maintain our corporate office at 2831 St. Rose Parkway,
Suite 330, Henderson, NV 89052. We believe that the condition of our leased
property is satisfactory, suitable and adequate for our current needs.

ITEM 3. LEGAL PROCEEDINGS.

We know of no material pending legal proceedings to which our
company or our subsidiary is a party or of which any of our properties, or the
properties of our subsidiary, is the subject. In addition, we do not know of any
such proceedings contemplated by any governmental authorities.

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We know of no material proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial stockholder
is a party adverse to our company or our subsidiary or has a material interest
adverse to our company or our subsidiary.

ITEM 4. (REMOVED AND RESERVED).

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock is not traded on any exchange. Our common
stock is quoted on the OTC Bulletin Board under the trading symbol KORE.
Quotations of our common stock on the OTC Bulletin Board and on the Pink OTC
Markets Inc. have been sporadic, and trading volume has been low.

Set forth below are the range of high and low bid quotations
for the periods indicated as reported by the OTC Bulletin Board. The market
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commissions and may not necessarily represent actual transactions:

|Quarter
      Ended | High Bid | Low Bid
|------------------- | -------- | -------
|March 31, 2009      | $0.00    | $0.00  
|June 30, 2009       | $0.00    | $0.00  
|September 30, 2009  | $0.00    | $0.00  
|December 31, 2009   | $0.00    | $0.00  
|March 31, 2010      | $0.20    | $0.00  
|June 30, 2010       | $0.70    | $0.01  
|September 30, 2010  | $0.94    | $0.00  
|December 31, 2010   | $0.50    | $0.00  

On April 14, 2011, the closing price for our common stock as
reported by the OTC Bulletin Board was $0.245.

Holders of our Common Stock

As of April 4, 2011, there were 32 holders of record of our
common stock.

Island Stock Transfer is the registrar and transfer agent for
our common shares. Their address is 100 2nd Avenue, South, Suite 705 S, St.
Petersburg, FL 33701 (telephone number: 727.289.0010) .

Dividends

Effective March 4, 2010, we declared a 9.2 for 1 forward split,
payable by way of a stock dividend whereby we issued an additional 8.2 shares
for each share outstanding to stockholders of record as of February 25,
2010.

Other than as described above, we have not declared or paid
dividends on shares of our common stock and we do not expect to declare or pay
dividends on shares of our common stock for the foreseeable future. We intend to
retain earnings, if any, to finance the development and expansion of our
business. Our future dividend policy will be subject to the discretion of our
board of directors and will depend upon our future earnings, if any, our
financial condition, and other factors deemed relevant by the board.

Equity Compensation Plans

Effective July 27, 2010, our board of directors approved of our
2010 Stock Option Plan (the Plan).

The Plan provides for the grant of incentive stock options to
purchase our common shares to our directors, officers, employees and
consultants. The Plan will be administered by our board of directors, except
that they may delegate such responsibility to a committee comprising of at least
two directors. The maximum number of our common shares which may be reserved and
set aside for issuance under the stock option plan is 3,212,000 of the issued
and outstanding common shares of our companys stock on the date of issue. Each
option, upon its exercise, entitles the grantee to one common share.

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The exercise price of common shares subject to an option will
be determined by the board of directors at the time of grant. Stock options may
be granted under our stock option plan for an exercise period of up to ten years
from the date of grant of the option or such lesser periods as may be determined
by our board of directors. Incentive stock options granted to shareholders
holding greater than 10% of our common shares have an exercise period of a
maximum of 5 years.

The following table summarizes certain information regarding
our equity compensation plan as at December 31, 2010:

Plan category
    Number of securities to be
      issued upon exercise of outstanding options,
      warrants and rights
    Weighted-average exercise
      price of outstanding options, warrants and
      rights
    Number of securities remaining
      available for future issuance under equity
      compensation plansEquity compensation plans approved by security
      holders
    2,155,000
    $0.13
    1,057,000Equity compensation plans not approved by security
      holders
    0
    -
    0Total
    2,155,000
    $0.13
    1,057,000


Recent Sales of Unregistered Securities

Other than as disclosed in previous quarterly reports on Form
10-Q or current reports on Form 8-K, we did not issue any equity securities that
were not registered under the Securities Act during the fiscal year ended
December 31, 2010.

On November 7, 2010, we issued 750,000 shares of common stock,
at a conversion price of $0.10 per share, in connection with the settlement of
$75,000 in accounts payable. We issued these shares to one non U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933, as amended)
in an offshore transaction pursuant to Regulation S and/or Section 4(2) of the
Securities Act of 1933, as amended.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended December 31, 2010.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

Overview

We were incorporated under the laws of the State of Nevada on
October 13, 2006, and registered as an extra-provincial corporation in the
province of British Columbia, Canada on January 3, 2007. Our business model was
to develop niche snack products to cater to a broad spectrum of health conscious
consumers. However, as we had not successfully developed a product line at the
time immediately prior to the entry into the share exchange agreement with All
In, and had no source of revenue from our business plan, we determined to seek
out a new business opportunity to increase value for our shareholders. As a
result, on March 31, 2010, we completed the acquisition of All In pursuant to
the terms of the share exchange agreement.

You should read the following discussion of our financial
condition and results of operations together with the audited financial
statements and the notes to the audited financial statements included in this
annual report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed
in the forward looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed below and
elsewhere in this report, particularly in the section entitled Risk Factors.

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Our financial statements are stated in United States Dollars
and are prepared in accordance with United States generally accepted accounting
principles.

Because we are the successor business to All In, and because
the operations and assets of All In represent our entire business and operations
as of the closing date of the share exchange agreement, our managements
discussion and analysis is based on All Ins operations. All In was incorporated
on May 24, 2007.

Plan of Operations

Product Development

We intend to continue the development and refinement of new
products over the coming twelve months. We intend to work closely with Beverage
Science to develop new products in such a way that the final products will
compete effectively in the marketplace due to their appealing flavors and
branding relative to similar products in the marketplace. Our management will
also investigate the possibility of acquiring other companies who have developed
a single product. We will also seek out companies who are willing to license
complementary products, which we could produce and sell.

We intend to develop our products by mixing our base energy
formula with flavor agents procured from a flavor company. Such companies supply
flavors to the food and beverage industries in both large and small quantities.
We will also seek assistance from Beverage Science in evaluating the product
quality of various brands, which we may considered acquiring or licensing.

Growth

We plant to significantly increase the production, sales, and
distribution of our products over the next twelve months. We anticipate we will
develop or acquire new products, increase production with Beverage Science and
Fitness Water, build a standing inventory with UFS, and increase our marketing
efforts, including endorsements, sponsorships, tournaments, and website
development and promotion. We hope that our marketing efforts will result in an
increased demand for our products by consumers. We intend to be able to meet
that increased demand immediately by increasing our production rate ahead of our
anticipated increase in demand. Beverage Science and Fitness Water have
indicated that they have sufficient capacity to increase output of our products
according to current and future demand profiles. By increasing production and
building a standing inventory with UFS, our fulfillment house, we are attempting
to ensure that consumers will not have to wait to obtain our products.

Results of Operations for the Fiscal Years ended December
31, 2010 and December 31, 2009

The following summary should be read in conjunction with our
audited financial statements for the years ended December 31, 2010 and 2009
included herein.

|                             |   |              |   |   |              |  
|---------------------------- | - | ------------ | - | - | ------------ | -
|                             |   | Year Ended   |   |   | Year Ended   |  
|                             |   | December 31, |   |   | December 31, |  
|                             |   | 2010         |   |   | 2009         |  
|Revenue                      | $ | 2,152        |   | $ | nil          |  
|Cost of goods sold           |   | 23,384       |   |   | 11,824       |  
|Gross Profit (Loss)          |   | (21,232      | ) |   | (11,824      | )
|Operating Expenses           |   | 1,497,905    |   |   | 7,131,831    |  
|Total Other Income (Expense) |   | (90,473      | ) |   | (847,841     | )
|                             |   |              |   |   |              |  
|Net Loss                     | $ | (1,609,610   | ) | $ | (7,991,496   | )

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*Revenue*

We generated $2,152 in revenue for the year ended December 31,
2010, compared with no revenue for the year ended December 31, 2009. We have
generated minimal revenue to date because we have been focused primarily on the
production, marketing and development of our products.

Cost of Good Sold

Cost of goods sold is comprised of product purchases and
production costs and shipping and fulfillment costs. Product purchases and
production costs were $23,384 for the year ended December 31, 2010, compared to
$nil for the year ended December 31, 2009. Operating expense of $1,497,905
included costs of $213,877 related to our product purchase and production costs
as a result of product reformulations, thus incurring higher cost of goods,
manufacturing costs, storage costs and transportation costs due to the rise in
oil prices and other factors. Shipping and fulfillment costs were $nil for the
year ended December 31, 2010, compared to $11,824 for the year ended December
31, 2009. This change of $11,824 in our shipping and fulfillment costs was a
result an increase in our website sales.

Operating Expenses

Our operating expenses for the year ended December 31, 2010 and
December 31, 2009 are summarized as follows:

|                                    |   |              |  |   |              | 
|----------------------------------- | - | ------------ |  | - | ------------ | 
|                                    |   | Year Ended   |  |   | Year Ended   | 
|                                    |   | December 31, |  |   | December 31, | 
|                                    |   | 2010         |  |   | 2009         | 
|Business development                | $ | 637,143      |  | $ | 6,640,575    | 
|General and administrative expenses |   | 269,404      |  |   | 18,101       | 
|Marketing and sales expenses        |   | 383,079      |  |   | 52,887       | 
|Outsource personnel                 |   | -            |  |   | 144,867      | 
|Professional fees                   |   | 208,279      |  |   | 275,401      | 

Our business development expenses consist of travel expenses
and consulting fees related to business development. Our business development
expenses decreased by $6,003,432 in the year ended December 31, 2010 compared to
December 31, 2009. During the year ended December 31, 2009, we issued 17,829,821
shares of common stock for services with a fair value of $6,360,789 which were
included in business development expenses. There were no shares issued for
services during the year ended December 31, 2010. Our general and administrative
expenses consist of rent, utilities, office supplies and expenses, transfer
agent and filing fees. Our general and administrative expenses increased by
$251,303 in the year ended December 31, 2010 compared to December 31, 2009. This
increase resulted substantially as a result of an stock-based compensation of
$203,066 from the grant of stock options in the year ended December 31, 2010
versus $nil for the year ended December 31, 2009. Our marketing and sales
expenses consist of promotion and advertising costs. Our marketing and sales
expenses increased by $330,192 in the year ended December 31, 2010 compared to
December 31, 2009 as a result of an increase in website costs from $6,430 during
the year ended December 31, 2009 to $37,985 during the year ended December 31,
2010 and an increase in advertising costs from $2,500 during the year ended
December 31, 2009 to $122,649 during the year ended December 31, 2010. In
addition the marketing costs for 2010 include costs of $213,877 related to our
product purchase and production costs as a result of product reformulations Our
professional fees consist of legal and accounting fees. Our professional fees
decreased by $67,122 in the year ended December 31, 2010 compared to December
31, 2009 as a result of a reduction in legal expenses incurred during the year
ended December 31, 2010 versus the year ended December 31, 2009.

Liquidity and Capital Resources

Our financial position as at December 31, 2010 and December 31,
2009 and the changes for the years then ended are as follows:



|*Working Capital*   |   |                  |   |   |                  |  
|------------------- | - | ---------------- | - | - | ---------------- | -
|                    |   | **As
    at**    |   |   | **As at**        |  
|                    |   | **December** 31, |   |   | **December** 31, |  
|                    |   | 2010             |   |   | 2009             |  
|Current Assets      | $ | 137,942          |   | $ | 1,234            |  
|Current Liabilities |   | 720,083          |   |   | 422,997          |  
|Working Capital     | $ | (582,141         | ) | $ | (421,763         | )

18

---



Our working capital deficiency increased by $160,378 at
December 31, 2010 compared to December 31, 2009 as a result of increases in
accounts payable from $153,232 at December 31, 2009 to $395,431 at December 31,
2010 and accounts payable  related parties from $nil at December 31, 2009 to
$230,658 at December 31, 2010, offset by increases in inventory from $nil at
December 31, 2009 to $127,991 at December 31, 2010 and a reduction in the
current portion of long-term debt from $112,589 at December 31, 2009 to $7,654
at December 31, 2010.

|Cash Flows                                  |   |              |   |   |              |  
|------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                            |   |              |   |   |              |  
|                                            |   | Year Ended   |   |   | Year Ended   |  
|                                            |   | December 31, |   |   | December 31, |  
|                                            |   | 2010         |   |   | 2009         |  
|Net cash used in Operating Activities       | $ | (1,127,888   | ) | $ | (633,790     | )
|Net cash provided by Investing Activities   |   | 511,382      |   |   | -            |  
|Net cash provided in Financing Activities   |   | 626,129      |   |   | 617,000      |  
|Increase (Decrease) in Cash during the Year | $ | 9,623        |   | $ | (16,790      | )
|Cash, Beginning of Year                     |   | 328          |   |   | 17,118       |  
|Cash, End of Year                           | $ | 9,951        |   | $ | 328          |  

Cash Flow Used in Operating Activities

Our cash used in operating activities increased by $494,098  in the year ended December 31, 2010 compared to December 31, 2009 as a result of increased accounts payable related party expenses in connection with our focus on the development and launch of our products.

Cash Flow Provided by Investing Activities

Our cash provided by investing activities increased by $511,382 in the year ended December 31, 2010 compared to December 31, 2009 as a result of share exchange agreement.

Cash Flow Provided by Financing Activities

Our cash provided by financing activities increased by $9,129
in the year ended December 31, 2010 compared to December 31, 2009 as a result of
increased financings during the year ended December 31, 2010. In the year ended
December 31, 2010, we completed the following financings:

On March 31, 2010, we completed a non-brokered private
placement, pursuant to which we issued 1,280,000 units at a price of $0.50 per
unit for gross proceeds of $640,000. Each unit consisted of one share of common
stock and one share purchase warrant, with each warrant entitling the holder to
acquire one share of common stock at the exercise price of $0.60 per share until
March 31, 2012.

On June 7, 2010, we completed a private placement whereby we
issued 520,000 units at a price of $0.50 per unit to two subscribers for total
proceeds of $260,000. Each unit consists of one common share of common stock and
one share purchase warrant, with each warrant entitling the holder to acquire
one share of common stock at the exercise price of $0.60 per share until June 7,
2012.

On June 11, 2010, we issued to Asher Enterprises, Inc.
(Asher) one 8% convertible promissory note, dated effective June 9, 2010, in
the principal amount of $75,000, payable in full on October 11, 2011. The note
bears interest at the rate of 8% and a 22% interest rate upon default. Since
June 11, 2010, we have entered into two amendments, on July 12, 2010 and October
5, 2010, respectively, to the terms of this note, and the subscription agreement
related thereto. These amendments allow our company to pre-pay the principal
amount of the note, and accrued interest thereon, prior to Asher being able to
convert such amounts into our common shares.  Pursuant to the October 5, 2010 amendment, until the date that
is 180 days from June 9, 2010, we have the right to prepay the outstanding
amount, upon compliance with certain notice procedures, by paying to Asher an
amount in cash equal to 175% multiplied by the sum of the outstanding principal
amount plus any accrued interest thereon plus any default interest, if any, plus
any additional amounts that may be payable to Asher in accordance with the terms
of the convertible note, if any. On February 3, 2011 we repaid all amounts
outstanding under the convertible promissory note.

19

---

On July 26, 2010, we completed a private placement whereby we
issued 125,000 shares of common stock at a price of $0.40 per share to three
subscribers for total proceeds of $50,000.

Future Financings

As at December 31, 2010, we had a cumulative deficit of
$13,170,654. We do not anticipate generating positive internal operating cash
flow until we can generate substantial revenues from the commercial sale of our
drink products. We intend to raise the majority of our cash requirements for the
next 12 months through equity financings.

As noted above, the financial requirements of our company for
the next twelve months will depend on our ability to raise the money we require
through debt financing and private placements associated with the issuance of
additional equity securities of our company to our current shareholders and/or
new shareholders. The issuance of additional equity securities by us may result
in a significant dilution in the equity interests of our current shareholders.
There is no assurance that we will be able to obtain further funds required for
our continued operations or that additional financing will be available to us
when needed or, if available, that it can be obtained on commercially reasonable
terms. If we are not able to obtain the additional financing on a timely basis,
we will not be able to meet our other obligations as they become due and we will
be forced to scale down or perhaps even cease our operations.

Going Concern

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended December 31, 2010, our independent auditors
included an explanatory paragraph regarding substantial doubt about our ability
to continue as a going concern.

There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon our company
locating and acquiring a business opportunity, and achieving a profitable level
of operation. The issuance of additional equity securities by us could result in
a significant dilution in the equity interests of our current shareholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.

Summary of Significant Accounting Policies

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
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. Actual results could differ from those estimates.

Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the amount the
Company expects to collect on balances outstanding at year-end. The allowances
for doubtful accounts at December 31, 2010 and 2009 were $4,907 and $6,701,
respectively.

Revenue Recognition

Revenue is recognized when persuasive evidence of an
arrangement exists, delivery of products has occurred, the sales price charged
is fixed or determinable, and collectability is reasonably assured. This
generally means that Company recognizes revenue when title for product is
transferred to the purchaser. In particular, title usually transfers upon
shipment to or receipt at a customers location, as determined by the specific
sales term of the transaction. The Companys policies do not allow for a right
of return except for matters related to any manufacturing defects on the
Companys part or when the wrong product is delivered.

20

---

Inventories

Inventories are valued at the lower of cost or market and
consist solely of finished goods using the first in, first out (FIFO) method.
The requirements for any provisions of estimated losses for obsolete, excess, or
slow-moving inventories are reviewed periodically. Management has determined
that no allowance for obsolete or excess inventory is necessary at December 31,
2010 and 2009.

Accounting for Derivative Instrument

All derivatives have been recorded on the balance sheet at fair value based on the lattice model calculation. These derivatives, including embedded derivatives in the Company’s convertible promissory note with Asher Enterprises, which has a reset provision to the exercise price and conversion price if the Company issues equity or other derivatives at a price less than the exercise price set forth in promissory note, are separately valued and accounted for on the Company’s balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates. The Company valued the conversion features present in their convertible notes using a binomial lattice valuation model, with the assistance of a valuation consultant.

Fair Value of Financial Instruments

On January 1, 2008, the Company adopted ASC No. 820-10, Fair
Value Measurements. ASC 820-10 relates to financial assets and financial
liabilities.

ASC 820-10 defines fair value, establishes a framework for
measuring fair value in accounting principles generally accepted in the United
States of America (GAAP), and expands disclosures about fair value measurements.
The provisions of this standard apply to other accounting pronouncements that
require or permit fair value measurements and are to be applied prospectively
with limited exceptions.

ASC 820-10 defines fair value as the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. This standard
is now the single source in GAAP for the definition of fair value, except for
the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes
a fair value hierarchy that distinguishes between (1) market participant
assumptions developed based on market data obtained from independent sources
(observable inputs) and (2) an entitys own assumptions, about market
participant assumptions, that are developed based on the best information
available in the circumstances (unobservable inputs). The fair value hierarchy
consists of three broad levels, which gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1)
and the lowest priority to unobservable inputs (Level 3). The three levels of
the fair value hierarchy under ASC 820-10 are described below:

The following presents the Companys fair value hierarchy for
those assets and liabilities measured at fair value on a non-recurring basis as
of December 31, 2010 and 2009:

Level 1: None

Level 2: None

Level 3: None

Total Gain (Losses): None

21

---

Share-based Compensation

The Company records share based compensation in accordance with
ASC 718, Compensation-Stock Based Compensation, and ASC 505-50,
Equity-Based Payments to Non-Employeeswhich requires the measurement and
recognition of compensation expense, based on estimated fair values, for all
unit-based awards, made to employees and directors, including unit options. ASC
505-50 requires companies to estimate the fair value of unit-based awards on the
date of grant using an option-pricing model.

The Company uses the Black-Scholes option-pricing model as its
method of determining fair value. This model is affected by the Companys unit
price as well as assumptions regarding a number of subjective variables. These
subjective variables include, but are not limited to the Companys expected unit
price volatility over the term of the awards, and actual and projected employee
stock option exercise behaviors. The value of the portion of the award that is
ultimately expected to vest is recognized as an expense in the Statement of
Operations over the requisite service period. 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.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements
that are in effect and that may impact its financial statements and does not
believe that there are any other new accounting pronouncements that have been
issued that might have a material impact on its financial position or results of
operations

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

22

---

KORE NUTRITION INCORPORATED(A DEVELOPMENT STAGE
COMPANY)

****

CONTENTS



|FINANCIAL STATEMENTS                                          | Page
|------------------------------------------------------------- | ----
|                                                              |     
|Financial Statements                                          |     
|                                                              |     
|Report of
      Independent Registered Public Accounting Firm | F-2 
|                                                              |     
|Consolidated Balance Sheets                                   | F-3 
|                                                              |     
|Consolidated Statements of Operations                         | F-4 
|                                                              |     
|Consolidated Statement
      of Stockholders Deficit         | F-5 
|                                                              |     
|Consolidated Statements of Cash Flows                         | F-6 
|                                                              |     
|Notes to
      Financial Statements                           | F-7 

F-1

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Kore
Nutrition, Inc.

We have audited the accompanying consolidated balance sheets of Kore Nutrition, Inc. (a development stage company) as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for the years then ended and for the period of May 24, 2007 (inception) through December 31, 2010. These consolidated financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Kore Nutrition, Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended and for the period of May 24, 2007 (inception) through December 31, 2010  in conformity with accounting principles generally accepted in the Unites States of America.

The accompanying consolidated financial statements have been
prepared assuming that the company will continue as a going concern. As
discussed in Note 6 to the consolidated financial statements, the company has
suffered recurring losses from operations and requires additional financing to
continue in operation. These conditions raise substantial doubt about its
ability to continue as a going concern. Managements plans in regard to these
matters are also described in Note 6. The consolidated financial statements do
not include any adjustments that might result from the outcome of the
uncertainty.

/s/ M&K CPAs,PLLCHouston,
TexasApril 15, 2011

F-2

---

|KORE NUTRITION INCORPORATED  
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|CONSOLIDATED BALANCE SHEETS  

|                                                                                                                                                                                                                                      |   | December 31, |   |   | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                                                                                                                                                                                                      |   | 2010         |   |   | 2009         |  
|Current Assets                                                                                                                                                                                                                        |   |              |   |   |              |  
|Cash                                                                                                                                                                                                                                  | $ | 9,951        |   | $ | 328          |  
|Trade accounts receivables, net                                                                                                                                                                                                       |   | -            |   |   | 906          |  
|Inventory                                                                                                                                                                                                                             |   | 127,991      |   |   | -            |  
|Total Current Assets                                                                                                                                                                                                                  |   | 137,942      |   |   | 1,234        |  
|                                                                                                                                                                                                                                      |   |              |   |   |              |  
|Total Assets                                                                                                                                                                                                                          | $ | 137,942      |   | $ | 1,234        |  
|                                                                                                                                                                                                                                      |   |              |   |   |              |  
|                                                                                                                                                                                                                                      |   |              |   |   |              |  
|Current Liabilities                                                                                                                                                                                                                   |   |              |   |   |              |  
|Accounts payable                                                                                                                                                                                                                      | $ | 395,431      |   | $ | 153,232      |  
|Accounts payable 
      related party                                                                                                                                                                                                |   | 230,658      |   |   | -            |  
|Interest payable                                                                                                                                                                                                                      |   | 51,319       |   |   | 40,176       |  
|Notes payable -
      related party                                                                                                                                                                                                   |   | 35,021       |   |   | 117,000      |  
|Notes payable, net of unamortized debt discount                                                                                                                                                                                       |   | 7,654        |   |   | 112,589      |  
|Derivative
      Liabilities                                                                                                                                                                                                          |   | 84,911       |   |   | -            |  
|Total Current Liabilities                                                                                                                                                                                                             |   | 804,994      |   |   | 422,997      |  
|                                                                                                                                                                                                                                      |   |              |   |   |              |  
|Long-Term Debt                                                                                                                                                                                                                        |   |              |   |   |              |  
|Note payable, net
      of current portion - related party                                                                                                                                                                            |   | -            |   |   | 387,411      |  
|Total Liabilities                                                                                                                                                                                                                     |   | 804,994      |   |   | 810,408      |  
|                                                                                                                                                                                                                                      |   |              |   |   |              |  
|Stockholders Deficit                                                                                                                                                                                                                 |   |              |   |   |              |  
|Preferred
      stock - $.001 par value, 50,000,000 shares authorized,
      no 
                     shares
      issued and outstanding at December 31, 2010 and
      2009,                respectively                            |   | -            |   |   | -            |  
|Common
      stock - $.001 par value, 150,000,000 shares
      authorized, 
                     65,114,432
      and 30,687,124 shares issued and outstanding at
      December                31,
      2010 and 2009, respectively |   | 65,115       |   |   | 30,687       |  
|Common stock
      payable                                                                                                                                                                                                            |   | 24,521       |   |   | -            |  
|Additional paid-in capital                                                                                                                                                                                                            |   | 12,413,966   |   |   | 10,721,183   |  
|Deficit
      accumulated during the development stage                                                                                                                                                                                |   | (13,170,654  | ) |   | (11,561,044  | )
|Total Stockholders Deficit                                                                                                                                                                                                           |   | (667,052     | ) |   | (809,174     | )
|                                                                                                                                                                                                                                      |   |              |   |   |              |  
|Total Liabilities and Stockholders
      Deficit                                                                                                                                                                                     | $ | 137,942      |   | $ | 1,234        |  

The accompanying notes are an integral part of the financial
statements.F-3

---

|KORE NUTRITION INCORPORATED          
|-------------------------------------
|(A DEVELOPMENT STAGE COMPANY)        
|CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                            |   |              |   |   |              |   |   | May 24, 2007 |  
|----------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | -
|                                                            |   |              |   |   |              |   |   | (inception)  |  
|                                                            |   | Year Ended   |   |   | Year Ended   |   |   | through      |  
|                                                            |   | December 31, |   |   | December 31, |   |   | December 31, |  
|                                                            |   | 2010         |   |   | 2009         |   |   | 2010         |  
|                                                            |   |              |   |   |              |   |   |              |  
|Revenues                                                    |   |              |   |   |              |   |   |              |  
|Revenues, net                                               | $ | 2,152        |   | $ | -            |   | $ | 365,029      |  
|Total Revenues                                              |   | 2,152        |   |   | -            |   |   | 365,029      |  
|                                                            |   |              |   |   |              |   |   |              |  
|Cost of Goods Sold                                          |   |              |   |   |              |   |   |              |  
|Product purchases and
      production costs                |   | 23,384       |   |   | -            |   |   | 139,093      |  
|Shipping
      and fulfillment costs                        |   | -            |   |   | 11,824       |   |   | 186,495      |  
|Total Cost of
      Goods Sold                              |   | 23,384       |   |   | 11,824       |   |   | 325,588      |  
|                                                            |   |              |   |   |              |   |   |              |  
|Gross
      Profit                                          |   | (21,232      | ) |   | (11,824      | ) |   | 39,441       |  
|                                                            |   |              |   |   |              |   |   |              |  
|Operating Expenses                                          |   |              |   |   |              |   |   |              |  
|Business
      development                                  |   | 637,143      |   |   | 6,640,575    |   |   | 7,908,207    |  
|General and
      administrative expenses                   |   | 269,404      |   |   | 18,101       |   |   | 399,573      |  
|Marketing
      and sales expense                           |   | 383,079      |   |   | 52,887       |   |   | 2,678,529    |  
|Outsource personnel                                         |   | -            |   |   | 144,867      |   |   | 219,168      |  
|Professional fees                                           |   | 208,279      |   |   | 275,401      |   |   | 868,884      |  
|Total
      Operating Expenses                              |   | 1,497,905    |   |   | 7,131,831    |   |   | 12,074,361   |  
|                                                            |   |              |   |   |              |   |   |              |  
|Loss Before Other Income (Expense)                          |   | (1,519,137   | ) |   | (7,143,655   | ) |   | (12,034,920  | )
|                                                            |   |              |   |   |              |   |   |              |  
|Other Income (Expense)                                      |   |              |   |   |              |   |   |              |  
|Interest
      income                                       |   | -            |   |   | -            |   |   | 4,857        |  
|Interest expense                                            |   | (71,786      | ) |   | (152,176     | ) |   | (292,137     | )
|Write off
      of inventory                                |   | -            |   |   | -            |   |   | (85,769      | )
|Extinguishments of debt                                     |   | -            |   |   | (695,665     | ) |   | (695,665     | )
|Impairment of trademark                                     |   | -            |   |   | -            |   |   | (48,333      | )
|Loss on fair value of
      derivative liability            |   | (19,911      | ) |   | -            |   |   | (19,911      | )
|Gain on
      foreign exchange                              |   | 5,736        |   |   | -            |   |   | 5,736        |  
|Gain on extinguishment of
      debt                        |   | 17,988       |   |   | -            |   |   | 17,988       |  
|Loss on
      settlement of debt                            |   | (22,500      | ) |   | -            |   |   | (22,500      | )
|Total Other
      Income (Expense)                          |   | (90,473      | ) |   | (847,841     | ) |   | (1,135,734   | )
|                                                            |   |              |   |   |              |   |   |              |  
|Net Loss                                                    | $ | (1,609,610   | ) | $ | (7,991,496   | ) | $ | (13,170,654  | )
|                                                            |   |              |   |   |              |   |   |              |  
|**Basic
      and Diluted Loss** Per Common Share           | $ | (0.03        | ) | $ | (0.21        | ) |   |              |  
|**Weighted
      Average Number Common** Shares Outstanding |   | 55,945,488   |   |   | 37,665,000   |   |   |              |  

The accompanying notes are an integral part of the financial
statements.F-4

---

|KORE NUTRITION INCORPORATED       
|----------------------------------
|(A DEVELOPMENT STAGE COMPANY)     
|STATEMENT OF STOCKHOLDERS' DEFICIT

DeficitCommon Stock
    
    
    
    
    
    
    
    
    AccumulatedCommon
    
    
    
    
    
    During the
    
    
    TotalStock
    
    
    
    
    
    Development
    
    
    StockholdersUnits
    
    
    Dollars
    
    
    Payable
    
    
    APIC
    
    
    Stage
    
    
    Equity (Deficit)Balance at December 31, 2008
    
    9,712,686
    
    $
    9,712
    
    $
    -
    
    $
    3,464,694
    
    $
    (3,569,548
    )
    $
    (95,142
    )Stock issued for debt conversion
    
    3,144,617
    
    
    3,145
    
    
    -
    
    
    801,530
    
    
    -
    
    
    804,675Stock issued for services
    
    17,829,821
    
    
    17,830
    
    
    -
    
    
    6,342,959
    
    
    -
    
    
    6,360,789Discount on note payable
    
    -
    
    
    -
    
    
    -
    
    
    112,000
    
    
    -
    
    
    112,000Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (7,991,496
    )
    
    (7,991,496
    )Balance at December 31, 2009
    
    30,687,124
    
    $
    30,687
    
    $
    -
    
    $
    10,721,183
    
    $
    (11,561,044
    )
    $
    (809,174
    )Stock issued for cash
    
    645,000
    
    
    645
    
    
    -
    
    
    309,355
    
    
    -
    
    
    310,000Stock issued for services
    
    750,000
    
    
    750
    
    
    -
    
    
    96,750
    
    
    -
    
    
    97,500Stock issued for debt conversion
    
    123,000
    
    
    123
    
    
    -
    
    
    9,877
    
    
    -
    
    
    10,000Effect of reverse merger
    
    32,909,308
    
    
    32,910
    
    
    4,738
    
    
    1,073,735
    
    
    -
    
    
    1,111,383Common stock subscription
    
    -
    
    
    -
    
    
    19,783
    
    
    -
    
    
    -
    
    
    19,783Stock based compensation
    
    -
    
    
    -
    
    
    -
    
    
    203,066
    
    
    -
    
    
    203,066Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (1,609,610
    )
    
    (1,609,610
    )Balance at December 31, 2010
    
    65,114,432
    
    $
    65,115
    
    $
    24,521
    
    $
    12,413,966
    
    $
    (13,170,654
    )
    $
    (667,052
    )


The accompanying notes are an integral part of the financial
statements..F-5

---

|KORE NUTRITION INCORPORATED          
|-------------------------------------
|(A DEVELOPMENT STAGE COMPANY)        
|CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                                                    |   |              |   |   |              |   |   | May 24, 2007 |  
|------------------------------------------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | -
|                                                                                                                    |   |              |   |   |              |   |   | (inception)  |  
|                                                                                                                    |   | Year Ended   |   |   | Year Ended   |   |   | through      |  
|                                                                                                                    |   | December 31, |   |   | December 31, |   |   | December 31, |  
|                                                                                                                    |   | 2010         |   |   | 2009         |   |   | 2010         |  
|                                                                                                                    |   |              |   |   |              |   |   |              |  
|Operating Activities                                                                                                |   |              |   |   |              |   |   |              |  
|Net loss                                                                                                            | $ | (1,609,610   | ) | $ | (7,991,496   | ) | $ | (13,170,654  | )
|Adjustments
      to reconcile net loss to cash flows 
              provided (used) by operating
      activities: |   |              |   |   |              |   |   |              |  
|Amortization                                                                                                        |   | -            |   |   | -            |   |   | 50,000       |  
|Accretion of debt discount                                                                                          |   | 7,654        |   |   | -            |   |   | 7,654        |  
|Bad debt
      expense                                                                                              |   | 906          |   |   | -            |   |   | 906          |  
|Forgiveness of Debt                                                                                                 |   | (203,326     | ) |   |              |   |   | (203,326     | )
|Discount on note payable                                                                                            |   | -            |   |   | 112,000      |   |   | 112,000      |  
|Loss on
      change in fair value of derivatives                                                                   |   | 19,911       |   |   | -            |   |   | 19,911       |  
|Gain on extinguishment of debt                                                                                      |   | (17,988      | ) |   | -            |   |   | (17,988      | )
|Write down
      of inventory                                                                                       |   | -            |   |   | -            |   |   | 11,549       |  
|Stock issued for services                                                                                           |   | -            |   |   | 7,131,203    |   |   | 6,949,779    |  
|Stock based
      compensation                                                                                      |   | 203,066      |   |   | -            |   |   | 203,066      |  
|Loss on conversion of payables                                                                                      |   | 97,500       |   |   | -            |   |   | 793,165      |  
|Imputed
      interest on notes payable                                                                             |   | -            |   |   | -            |   |   | 68,175       |  
|Change in assets and
      liabilities:                                                                             |   |              |   |   |              |   |   |              |  
|Accounts
      receivable                                                                                           |   | -            |   |   | 43           |   |   | (907         | )
|Inventory                                                                                                           |   | (127,991     | ) |   | 14,951       |   |   | (139,540     | )
|Accounts
      payable                                                                                              |   | 241,539      |   |   | 59,333       |   |   | 1,040,008    |  
|Accounts payable  related parties                                                                                  |   | 230,658      |   |   | -            |   |   | 230,658      |  
|Interest
      payable                                                                                              |   | 29,793       |   |   | 40,176       |   |   | 445,517      |  
|Cash Flows Used in
      Operating Activities                                                                       |   | (1,127,888   | ) |   | (633,790     | ) |   | (3,600,027   | )
|Investing Activities                                                                                                |   |              |   |   |              |   |   |              |  
|Cash received from reverse merger                                                                                   |   | 511,382      |   |   | -            |   |   | 511,382      |  
|Cash paid for purchase
      of trademark                                                                           |   | -            |   |   | -            |   |   | (50,000      | )
|Cash Flows Provided by Investing Activities                                                                         |   | 511,382      |   |   | -            |   |   | (461,382     | )
|                                                                                                                    |   |              |   |   |              |   |   |              |  
|Financing Activities                                                                                                |   |              |   |   |              |   |   |              |  
|Proceeds from sale of
      common stock                                                                            |   | 329,783      |   |   | -            |   |   | 1,379,783    |  
|Proceeds from debt issuances                                                                                        |   | 473,346      |   |   | -            |   |   | 2,139,517    |  
|Principal payments on
      debt                                                                                    |   | (177,000     | ) |   | 617,000      |   |   | (370,704     | )
|Cash Flows Provided by Financing
      Activities                                                                   |   | 626,129      |   |   | 617,000      |   |   | 3,148,596    |  
|                                                                                                                    |   |              |   |   |              |   |   |              |  
|Net Increase in Cash and Cash Equivalents                                                                           |   | 9,623        |   |   | (16,790      | ) |   | 9,951        |  
|Cash at Beginning of Period                                                                                         |   | 328          |   |   | 17,118       |   |   | -            |  
|                                                                                                                    |   |              |   |   |              |   |   |              |  
|Cash at End of Period                                                                                               | $ | 9,951        |   | $ | 328          |   | $ | 9,951        |  
|                                                                                                                    |   |              |   |   |              |   |   |              |  
|Cash Paid for Interest                                                                                              | $ | 35,000       |   | $ | -            |   | $ | 35,000       |  
|Cash Paid for Income Taxes                                                                                          | $ | -            |   | $ | -            |   | $ | -            |  
|Non Cash Transactions                                                                                               |   |              |   |   |              |   |   |              |  
|Notes Converted                                                                                                     | $ | 610,000      |   | $ | -            |   | $ | 1,690,487    |  
|Debt Discount on conversion of NP                                                                                   | $ | 10,000       |   | $ | -            |   | $ | 10,000       |  
|Accounts Payable
      Converted                                                                                    | $ | 75,000       |   | $ | 34,260       |   | $ | 7,118,275    |  
|Accrued Liabilities Converted                                                                                       | $ | -            |   | $ | -            |   | $ | 375,548      |  

The accompanying notes are an integral part of the financial
statements.F-6

---

|KORE NUTRITION INCORPORATED  
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS

|1. | Summary of Significant Accounting
  Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Kore Nutrition Incorporated (Kore) was incorporated
      under the laws of the State of Nevada on October 13, 2006, and registered
      as an extra-provincial corporation in the province of British Columbia,
      Canada on January 3, 2007. The business model was initially to develop
      niche snack products to cater to a broad spectrum of health conscious
      consumers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On February 16, 2010, Kore filed a Certificate of
      Amendment with the Secretary of State of the State of Nevada, amending the
      articles of incorporation by increasing its authorized capital to
      200,000,000, of which 150,000,000 shares are common stock with a par value
      of $0.001 and 50,000,000 shares are preferred stock with a par value of
      $0.001 per share. The Board of Directors is authorized to prescribe the
      series and the number of shares of each series of preferred stock and the
      voting powers, designations, preferences, limitations, restrictions,
      relative rights or other variations of the shares of each class or series
      within each class of the preferred stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Effective March 4, 2010, Kore declared a 9.2 for 1
      forward split, payable by way of a stock dividend whereby Kore issued an
      additional 8.2 shares for each share outstanding to stockholders of record
      as of February 25, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Go All In, LLC was organized under the laws of the state
      of Delaware on May 24, 2007 as a Limited Liability Company. As such, the
      members were personally responsible for liabilities arising in the normal
      course of business only to the extent that they had investments in Go All
      In, LLC. That is, to the extent that Go All In, LLC had liabilities
      arising in the ordinary course of business that exceeded Go All In, LLCs
      assets, the members were not personally liable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On December 18, 2008, Go All In, LLC converted to a C
      corporation and registered with the Secretary of State in Nevada as Go All
      In, Inc (Go All In). At the time of conversion, there were 63,888 Class
      A Common units issued and all Class A common units were converted, in
      their respective ownership percentages, to 24,750,001 shares of common
      stock in Go All In.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Effective March 31, 2010, Kore closed a share exchange
      agreement with Go All In and the shareholders of Go All In whereby Kore
      acquired all of the issued and outstanding shares of Go All In. For
      financial statement reporting purposes, the share exchange was treated as
      a reverse acquisition, with Go All In deemed the accounting acquirer and
      Kore deemed the accounting acquiree under the purchase method of
      accounting in accordance with Accounting Standards Codification (ASC)
      805-10-40, Business Combinations  Reverse Acquisitions. The reverse
      merger is deemed a recapitalization and the consolidated financial
      statements represent the continuation of the financial statements of Go
      All In (the accounting acquirer/legal subsidiary) except for its capital
      structure, and the consolidated financial statements reflect the assets
      and liabilities of Go All In recognized and measured at their carrying
      value before the combination and the assets and liabilities of Kore (the
      legal acquiree/legal parent). The equity structure reflects the equity
      structure of Kore, the legal parent, and the equity structure of Go All
      In, the accounting acquirer, as restated using the exchange ratios
      established in the share exchange agreement to reflect the number of
      shares of the legal parent. References to the Company in these notes
      refer to Kore and its wholly-owned subsidiary, Go All In. See Note 7 
      Bridge Loan and Share Exchange Agreement.

F-7

---

|KORE NUTRITION INCORPORATED  
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS

The Company was organized to distribute
and market an energy drink and bottled water via the Internet and other retail
channels. The Company is a development stage company, as defined by Financial
Accounting Standards Board (FASB) guidelines, in the business of developing
and providing energy drinks and bottled water.

Accounting Method

The Company maintains its financial
statements on the accrual basis of accounting and conforms to generally accepted
accounting principles in the United States.

Cash and Cash Equivalents

Cash includes currency on hand and
demand deposits with banks and other financial institutions. Cash equivalents
are comprised of certain highly liquid investments with original maturities of
less than three months. No such cash equivalents existed at December 31, 2010
and 2009.

Allowance for Doubtful
Accounts

Trade accounts receivable are recorded
at the amount the Company expects to collect on balances outstanding at
year-end. The allowances for doubtful accounts at December 31, 2010 and 2009
were $4,907 and $6,701, respectively.

Development Stage

The Company complies with ASC 915-10
for its characterization of the Company as development stage.

Income Taxes

The Company accounts for income taxes
using the asset and liability method in accordance with ASC 740, Income Taxes.
The asset and liability method provides that deferred tax assets and liabilities
are recognized for the expected future tax consequences of temporary differences
between the financial reporting and tax bases of assets and liabilities, and for
operating loss and tax credit carryforwards. Deferred tax assets and liabilities
are measured using the currently enacted tax rates and laws that will be in
effect when the differences are expected to reverse. The Company records a
valuation allowance to reduce deferred tax assets to the amount that is believed
more likely than not to be realized.

Use of Estimates

The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities, 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. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized when persuasive
evidence of an arrangement exists, delivery of products has occurred, the sales
price charged is fixed or determinable, and collectability is reasonably
assured. This generally means that Company recognizes revenue when title for
product is transferred to the purchaser. In particular, title usually transfers
upon shipment to or receipt at a customers location, as determined by the
specific sales term of the transaction. The Companys policies do not allow for
a right of return except for matters related to any manufacturing defects on the
Companys part or when the wrong product is delivered.

F-8

---

Inventories

Inventories are valued at the lower of
cost or market and consist solely of finished goods using the first in, first
out (FIFO) method. The requirements for any provisions of estimated losses for
obsolete, excess, or slow-moving inventories are reviewed periodically.
Management has determined that no allowance for obsolete or excess inventory is
necessary at December 31, 2010 and 2009.

Accounting for Derivative
Instrument

All derivatives have been recorded on
the balance sheet at fair value based on the lattice model calculation. These
derivatives, including embedded derivatives in the Companys convertible
promissory note with Asher Enterprises, which has a reset provision to the
exercise price and conversion price if the Company issues equity or other
derivatives at a price less than the exercise price set forth in promissory
note, are separately valued and accounted for on the Companys balance sheet.
Fair values for exchange traded securities and derivatives are based on quoted
market prices. Where market prices are not readily available, fair values are
determined using market based pricing models incorporating readily observable
market data and requiring judgment and estimates. The Company valued the
conversion features present in their convertible notes using a binomial lattice
valuation model, with the assistance of a valuation consultant.

Fair Value of Financial
Instruments

On January 1, 2008, the Company adopted
ASC No. 820-10, Fair Value Measurements. ASC 820-10 relates to financial
assets and financial liabilities.

ASC 820-10 defines fair value,
establishes a framework for measuring fair value in accounting principles
generally accepted in the United States of America (GAAP), and expands
disclosures about fair value measurements. The provisions of this standard apply
to other accounting pronouncements that require or permit fair value
measurements and are to be applied prospectively with limited exceptions.

ASC 820-10 defines fair value as the
price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. This
standard is now the single source in GAAP for the definition of fair value,
except for the fair value of leased property as defined in SFAS 13. ASC 820-10
establishes a fair value hierarchy that distinguishes between (1) market
participant assumptions developed based on market data obtained from independent
sources (observable inputs) and (2) an entitys own assumptions, about market
participant assumptions, that are developed based on the best information
available in the circumstances (unobservable inputs). The fair value hierarchy
consists of three broad levels, which gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1)
and the lowest priority to unobservable inputs (Level 3). The three levels of
the fair value hierarchy under ASC 820-10 are described below:

- Level 1 Unadjusted quoted prices in
active markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities.
- Level 2 Inputs other than quoted
prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly, including quoted prices for similar assets or
liabilities in active markets; quoted prices for identical or similar assets or
liabilities in markets that are not active; inputs other than quoted prices that
are observable for the asset or liability (e.g., interest rates); and inputs
that are derived principally from or corroborated by observable market data by
correlation or other means.
- Level 3 Inputs that are both
significant to the fair value measurement and unobservable. These inputs rely on
managements own assumptions about the assumptions that market participants
would use in pricing the asset or liability. (The unobservable inputs are
developed based on the best information available in the circumstances and may
include the Companys own data.)

The following presents the Companys
fair value hierarchy for those assets and liabilities measured at fair value on
a non-recurring basis as of December 31, 2010 and 2009:

F-9

---

|KORE NUTRITION INCORPORATED  
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS

Level 1: None Level 2: None
Level 3: NoneTotal Gain (Losses): None

Share-based Compensation

The Company records share based
compensation in accordance with ASC 718, Compensation-Stock Based
Compensation,and ASC 505-50, Equity-Based Payments to Non-Employeeswhich requires the measurement and recognition of compensation expense,
based on estimated fair values, for all unit-based awards, made to employees and
directors, including unit options. ASC 505-50 requires companies to estimate the
fair value of unit-based awards on the date of grant using an option-pricing
model.

The Company uses the Black-Scholes
option-pricing model as its method of determining fair value. This model is
affected by the Companys unit price as well as assumptions regarding a number
of subjective variables. These subjective variables include, but are not limited
to the Companys expected unit price volatility over the term of the awards, and
actual and projected employee stock option exercise behaviors. The value of the
portion of the award that is ultimately expected to vest is recognized as an
expense in the Statement of Operations over the requisite service period. 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.

Reclassifications

Certain accounts in the prior-year
(audited) financial statements have been reclassified for comparative purposes
to conform with the presentation in the current-year (audited) financial
statements.

Recently Adopted Accounting
Pronouncements

In October 2009, the Financial
Accounting Standards Board (FASB) issued new revenue recognition standards for
arrangements with multiple deliverables, where certain of those deliverables are
non-software related. The new standards permit entities to initially use
managements best estimate of selling price to value individual deliverables
when those deliverables do not have Vendor Specific Objective Evidence (VSOE)
of fair value or when third-party evidence is not available. Additionally, these
new standards modify the manner in which the transaction consideration is
allocated across the separately identified deliverables by no longer permitting
the residual method of allocating arrangement consideration. These new standards
are effective for annual periods ending after June 15, 2010 and early adoption
is permitted. The Company is currently evaluating the impact of adopting this
standard on the Companys consolidated financial position, results of operations
and cash flows.

In June 2009, the FASB issued guidance
establishing the Codification as the source of authoritative U.S. Generally
Accepted Accounting Principles (U. S. GAAP) recognized by the FASB to be
applied by nongovernmental entities. Rules and interpretive releases of the
Securities and Exchange Commission (SEC) under authority of federal securities
laws are also sources of authoritative U.S. GAAP for SEC registrants. The
Codification supersedes all existing non-SEC accounting and reporting standards.
All other non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. The FASB will no longer issue new
standards in the form of Statements, FASB Staff Positions, or Emerging Issues
Task Force Abstracts. Instead, the FASB will issue Accounting Standards Updates,
which will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on changes in the
Codification. All content in the Codification carries the same level of
authority, and the U.S. GAAP hierarchy was modified to include only two levels
of U.S. GAAP: authoritative and non-authoritative.

F-10

---

|KORE NUTRITION INCORPORATED  
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS

The Codification is effective for the
Companys interim and annual periods beginning with the Companys year ending
December 31, 2009. Adoption of the Codification affected disclosures in
theConsolidated Financial Statements by eliminating references to previously
issued accounting literature, such as SFASs, EITFs and FSPs.

In June 2009, the FASB issued amended
standards for determining whether to consolidate a variable interest entity.

These new standards amend the
evaluation criteria to identify the primary beneficiary of a variable interest
entity and require ongoing reassessment of whether an enterprise is the primary
beneficiary of the variable interest entity. The provisions of the new standards
are effective for annual reporting periods beginning after November 15, 2009 and
interim periods within those fiscal years. The adoption of the new standards
will not have an impact on the Companys consolidated financial position,
results of operations and cash flows.

In May 2009, the FASB issued guidance
establishing general standards for accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued and shall be applied to subsequent events not
addressed in other applicable generally accepted accounting principles. This
guidance, among other things, sets forth the period after the balance sheet date
during which management should evaluate events or transactions that may occur
for potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements and the
disclosures an entity should make about events or transactions that occurred
after the balance sheet date. The adoption of this guidance had no impact on the
Companys consolidated financial position, results of operations and cash
flows.

The Emerging Issue Task Force released
a pronouncement related to determining whether an instrument (or imbedded
Feature) is indexed to an entitys own stock. This became effective for the
Company on March 31, 2009. The Companys warrants and its Convertible 8% Senior
Secured Notes issued in 2008 have reset provisions to the exercise price and
conversion price if the Company issues equity or other derivatives at a price
less than the exercise price set forth in such warrants and notes. The adoption
of the pronouncement on January 1, 2009, the company recorded a cumulative
effect of a change in accounting principle resulting in a reclassification of
the Companys outstanding warrants from stockholders equity to liabilities,
which required the warrants to be fair valued at each reporting period, with the
changes in fair value recognized in the Companys consolidated statement of
operations. At December 31, 2010, the Company recorded a derivative liability of
$84,911 and a change in the fair value  derivative liability for the year ended
December 31, 2010 of $19,911. No derivative liability existed as of December 31,
2009.

The Company has implemented all new
accounting pronouncements that are in effect and that may impact its financial
statements and does not believe that there are any other new accounting
pronouncements that have been issued that might have a material impact on its
financial position or results of operations.

|2. | Stockholders Equity                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                            
|   | Effective February 16, 2010, the Company amended its
      articles of incorporation by increasing the authorized capital to
      200,000,000 of which 150,000,000 shares are common stock with a par value
      of $0.001 and 50,000,000 shares are preferred stock with a par value of
      $0.001 per share.                                         
|   |                                                                                                                                                                                                                                                                                                                                                            
|   | Effective March 4, 2010, the Company declared a 9.2 for 1
      forward split, payable by way of a stock dividend whereby the Company
      issued an additional 8.2 shares for each share outstanding to stockholders
      of record as of February 25, 2010. This stock split is presented
      retroactively in the accompanying financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                            
|   | In connection with the closing of the share exchange
      agreement, on March 31, 2010, the Company completed a non-brokered private
      placement, pursuant to which the Company issued 1,280,000 units at a price
      of $0.50 per unit for gross proceeds of $640,000.                                                                             

F-11

---



|KORE NUTRITION INCORPORATED  
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS

Each unit consisted of one share of the
Companys common stock and one share purchase warrant, with each warrant
entitling the holder thereof to purchase one share of theCompanys common stock
at the exercise price of $0.60 per share until March 31, 2012. The relative fair
market value of the warrants is $278,978.

On March 31, 2010, the Company issued
1,000,000 shares of common stock, at the conversion price of $0.50 per share, in
connection with the settlement of $500,000 in debt owing to Venturex Global
Investment Corp (Note 3).

On March 31, 2010, the Company paid
$40,000 to two former directors and officers of the Company in connection with
the cancellation of 101,080,000 restricted shares of the Companys common stock
(Note 3 and Note 7).

On March 31, 2010, the Company issued
200,000 shares of common stock, at the conversion price of $0.50 per share, in
connection with the settlement of a $100,000 convertible promissory note (Note
7).

On June 7, 2010, the Company issued
520,000 units at a price of $0.50 per unit for gross proceeds of $260,000. Each
unit consisted of one share of the Companys common stock and one share purchase
warrant, with each warrant entitling the holder thereof to purchase one share of
the Companys common stock at the exercise price of $0.60 per share until June
7, 2012. The relative fair market value of the warrants is $116,016. On July 26,
2010, the Company issued 125,000 shares of common stock at a price of $0.40 per
share for gross proceeds of $50,000.

On November 7, 2010, the Company issued
750,000 shares of common stock, at the conversion price of $0.10 per share, in
connection with the settlement of $75,000 in accounts payable. The fair value of
the Companys common stock on the conversion date was $97,500, resulting in a
loss on settlement of debt of $22,500.

On November 12, 2010, the Company
received funds of $19,783 as part of a subscription agreement to purchase
1,350,000 units at $0.10 per unit. As of December 31, 2010, the Company recorded
the funds in common stock payable. Subsequent to the year ended December 31,
2010, the Company issued 1,350,000 units at $0.10 per unit. Each unit consists
of one share and one warrant, exercisable at $0.15 per share for a period of 2
years.

On December 20, 2010, the Company
issued 123,001 shares of common stock, at the conversion price of $0.08 per
share, in connection with the conversion of $10,000 in convertible promissory
notes (Note 4).

|3. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | During 2009, Jon Chan advanced $102,000 to the Company
      and a former director of Go All In advanced $10,000 to the Company. These
      two notes are interest bearing at 20% per 90 days and are payable on
      demand. During the year ended December 31, 2010, the Company repaid Jon
      Chan $102,000 in principal repayments and $35,000 in accrued interest.
      During the year ended December 31, 2010, the Company recognized a gain on
      extinguishment of debt of $17,988.                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | During 2009, a former director of Go All In advanced the
      Company $5,000 and there is no stated interest rate on the note and is
      payable on demand. The imputed interest amount is immaterial.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | During 2009, Venturex Global Investment Corp. advanced
      $500,000 to the Company. The Venturex Global Investment Corp. note had a
      stated interest rate of 12% and was to start to accrue on June 30, 2010
      with payments on the note to commence with the quarter ended September 30,
      2010 and to continue every quarter thereafter with payments for accrued
      interest at the note rate paid on the last day of each quarter. The
      maturity date of the note was June 21, 2014. Effective March 31, 2010, the
      entire principal amount of the note was converted into 1,000,000 shares of
      common stock of the Company, at a conversion rate of $0.50 per share, in
      connection with the closing of the share exchange agreement with Go All
      In. Accrued interest totalled $40,272 as of December 31, 2010 and is
      included in interest payable.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In connection with the closing of the share exchange
      agreement, on March 31, 2010, the Company paid a former director and
      officer of the Company $22,500 in complete satisfaction of all debt owed
      by the Company to that former director and officer, including shareholder
      loans and accrued salaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-12

---

|KORE NUTRITION INCORPORATED  
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS

Further, in connection with the closing
of the share exchange agreement, effective March 31, 2010, two former directors
and officers of the Company agreed to return an aggregate of 101,080,000
restricted shares of the Companys common stock to treasury for cancellation in
exchange for the aggregate payment by the Company to the former directors and
officers of $40,000.

During 2010, Complete Advantage, a
private company owned by the Chief Executive Officer and an employee of the
Company, paid business expenses on behalf of Company in the amount of $230,658.
No interest is imputed as this amount relates to operating activity. As of
December 31, 2010, this amount is recorded in Accounts Payable- Related Party.

|4. | Debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | In 2010, the Chief Executive Officer of the Company
      advanced the Company $20,020 and there is no stated interest rate, which
      is payable on demand. Imputed interest is immaterial.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | In 2010, the shareholders of the Company advanced the
      Company $51,805 and there is no stated interest rate, which is payable on
      demand. The full amount was repaid during the year ended December 31,
      2010. Imputed interest is immaterial.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | During 2009, Jon Chan advanced $102,000 to the Company
      and a former director of Go All In advanced $10,000 to the Company. These
      two notes are interest bearing at 20% per 90 days and are payable on
      demand. During the year ended December 31, 2010, the Company repaid Jon
      Chan $102,000 in principal repayments and $35,000 in accrued interest.
      During the year ended December 31, 2010, the Company recognized a gain on
      extinguishment of debt of $17,988.                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company evaluated the terms of the notes in
      accordance with the new standard issued by the FASB related to the
      disclosure of derivative instruments and hedging activities. The Company
      determined that the conversion feature did not meet the definition of a
      liability and therefore did not bifurcate the conversion feature and
      account for it as a separate derivative liability. The Company evaluated
      the conversion feature for a beneficial conversion feature. The effective
      conversion price was compared to the market price on the date of the notes
      and was deemed to be less than the market value of the common stock at the
      inception of the note. A beneficial conversion feature was recognized and
      gave rise to a debt discount of $112,000, which is amortized immediately
      due to the note being due on demand.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | During 2009, a former director of Go All In advanced the
      Company $5,000 and there is no stated interest rate on the note and it is
      payable on demand. The imputed interest amount is immaterial.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | During 2009, Venturex Global Investment Corp. advanced
      $500,000 to the Company. The Venturex Global Investment Corp. note had a
      stated interest rate of 12% and was to start to accrue on June 30, 2010
      with payments on the note to commence with the quarter ended September 30,
      2010 and to continue every quarter thereafter with payments for accrued
      interest at the note rate paid on the last day of each quarter. The
      maturity date of the note was June 21, 2014. During the year ended
      December 31, 2010, the note was converted into 1,000,000 common shares of
      the Company.                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On February 22, 2010, the Company issued a demand
      promissory note in the principal amount of $50,000, which is unsecured,
      bears interest at the rate of 5% per annum, and is repayable in full on
      demand. During the year ended December 31, 2010, the Company repaid
      $50,000 in principal repayments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company evaluated the terms of the note in accordance
      with the new standard issued by the FASB related to the disclosure of
      derivative instruments and hedging activities. The Company determined that
      the conversion feature did not meet the definition of a liability and
      therefore did not bifurcate the conversion feature and account for it as a
      separate derivative liability. The Company evaluated the conversion
      feature for a beneficial conversion feature. The effective conversion
      price was compared to the market price on the date of the notes and was
      deemed to be more than the market value of our common stock at the
      inception of the note and therefore no beneficial conversion feature
      exists.                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Effective March 31, 2010, the entire principal amount of
      the note was converted into 1,000,000 shares of common stock of the
      Company, at a conversion rate of $0.50 per share, in connection with the
      closing of the share exchange agreement with Go All In. No interest had
      accrued on the note as of that date and, as such, there was no interest
      payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-13

---

|KORE NUTRITION INCORPORATED  
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS

On June 11, 2010, the Company issued a
callable secured convertible promissory note of $75,000 (the Note). The Note
is due on October 11, 2011, bears interest at 8% per annum and is convertible
into shares of common stock at 61% of the average of the lowest three market
prices of the Companys shares of common stock for the ten trading days ending
one trading day prior to the date of the notice of conversion. In addition, the
Note contains a reset provision to the conversion price if the Company issues
equity or other derivatives at a price less than the exercise price set forth in
promissory note. The Company is also required at all times to have authorized
and reserved five times the number of shares that is actually issuable upon full
conversion of the Note. The conversion right originally began 120 days following
the issue date of the Note.

The Company entered into two amendments
to the terms of the note, on July 12, 2010 and October 5, 2010. These amendments
allow the Company to pre-pay the principal amount of the note, and accrued
interest thereon, prior to the note-holder converting such amounts into shares
of the Companys common stock. Pursuant to the October 5, 2010 amendment, until
180 days from June 9, 2010, the Company has the right to prepay the outstanding
amount, upon compliance with certain notice procedures, by paying an amount in
cash equal to 175% multiplied by the sum of the outstanding principal amount
plus any accrued interest thereon plus any default interest, if any, plus any
additional amounts that may be payable to accordance with the terms of the
convertible note. In addition, the conversion right was amended to begin 180
days following the issue date of the note. As a result, the Note holder had the
option to convert the note into shares commencing December 6, 2010.

Pursuant to ASC 815-15, Embedded
Derivatives, the Company determined that the conversion option should be
separated from the host contract and accounted for as derivatives under ASC 815.
The conversion feature was classified as liability and measured at their fair
value with changes in fair value recorded in the statement of operations.

On December 6, 2010 (conversion period
commencement date), the Company recorded a derivative liability of $108,200, and
a discount on the note which was capped at the proceeds received of $75,000 on
the date of issuance. During the year ended December 31, 2010, the lender
elected to convert $10,000 of the note into 123,000 common shares of the
Company, at which time the fair value of the derivative liability on the amount
was $13,060. During the year ended December 31, 2010, the Company recorded
accretion of the discount of $7,654. The Company also recorded a loss on change
in fair value of the derivative of $19,911.

As at December 31, 2010, the carrying
values of the convertible note and accrued interest payable thereon were $7,654
and $4,660, respectively.

| |                                                                                                                                                                                                                                                 |   | December 31, |   |   | December 31, |  
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | -
| | Debt consists of the following:                                                                                                                                                                                                                 |   | 2010         |   |   | 2009         |  
| |                                                                                                                                                                                                                                                 |   |              |   |   |              |  
| | Callable secured convertible note in the
      principal amount of $65,000 with 8% interest rate, 22% interest rate upon
      default and a maturity date of October 11, 2011.                                                                 | $ | 65,000       |   | $ | -            |  
| | Related party demand notes, various terms                                                                                                                                                                                                       |   | 35,021       |   |   | 117,000      |  
| | Related party note payable, bearing
      interest at 12% payable in quarterly installments including interest
      beginning September 30, 2010. Interest on the note begins accruing on June
      30, 2010. The note matures June 21, 2014. |   | -            |   |   | 500,000      |  
| |                                                                                                                                                                                                                                                 |   |              |   |   |              |  
| | Total                                                                                                                                                                                                                                           |   | 100,020      |   |   | 617,000      |  
| | Less amount due within one year                                                                                                                                                                                                                 |   | (100,020     | ) |   | (229,589     | )
| | Long-term debt                                                                                                                                                                                                                                  | $ | -            |   | $ | 387,411      |  

| | Maturities of long-term debt for the twelve
      months ending December 31, |   |         |  |   |         | 
| | ---------------------------------------------------------------------------- | - | ------- |  | - | ------- | 
| | 2010                                                                         |   | -       |  |   | 229,589 | 
| | 2011                                                                         |   | 100,020 |  |   | 78,966  | 
| | 2012                                                                         |   | -       |  |   | 88,877  | 
| | 2013                                                                         |   | -       |  |   | 100,031 | 
| | 2014                                                                         |   | -       |  |   | 119,537 | 
| | **Total**                                                                    | $ | 100,020 |  | $ | 617,000 | 

F-14

---



|KORE NUTRITION INCORPORATED  
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS

|5. | Derivatives                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company evaluated the application of ASC 815 for the
      $65,000 convertible note issued as outlined in Note 4. Based on the
      guidance in ASC 815, the Company concluded the instrument was required to
      be accounted for as a derivative. ASC 815 requires the Company to
      bifurcate and separately account for the conversion feature of the note as
      an embedded derivative.                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In addition, the number of shares issuable pursuant to
      the conversion feature was variable and the Company determined that the
      conversion feature met the attributes of a liability and therefore
      recorded the fair value of the conversion feature as a current liability.
      The Company is required to record the derivatives on its balance sheet at
      fair value with changes in the values of these derivatives reflected in
      the statement of operations. The impact of the application of ASC 815 on
      the balance sheet is as follows:

| |                                |   | December 31, 2010 |  |   | December 31, 2009 | 
| | ------------------------------ | - | ----------------- |  | - | ----------------- | 
| | Beginning Balance              | $ | -                 |  | $ | -                 | 
| | Bifurcated Amount              |   | 75,000            |  |   | -                 | 
| | Change in Derivative Liability |   | 19,911            |  |   | -                 | 
| | Total                          | $ | 84,911            |  | $ | -                 | 

Because the Note contains an EITF 00-19
derivative due to the indeterminate number of shares as well as a EITF 07-5
derivative due to the reset of the conversion price, the calculation of the
value of the derivative is calculated using the Binomial Lattice Model. The
Company uses volatility rates based upon the closing stock price of its common
stock. The Company uses a risk free interest rate which is the U.S. Treasury
bill rate for securities with a maturity that approximates the estimated
expected life of the derivative. The Company uses the closing market price of
the common stock on the date of issuance of a derivative or at the end the year
when a derivative is valued at fair value.

During the year ended December 31,
2010, the Company recorded a loss on derivatives of $19,911.

|6. | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | For the year ended December 31, 2010, the Company
      incurred net losses of $1,609,610 and has incurred cumulative losses of
      $13,170,654 since inception. This raises substantial doubt about its
      ability to continue as a going concern. The ability of the Company to
      continue as a going concern is dependent on the Companys ability to raise
      additional capital and implement its business plan. The financial
      statements do not include any adjustments that might be necessary if the
      Company is unable to continue as a going concern. Management believes that
      actions presently being taken to obtain additional funding and implement
      its strategic plans provide the opportunity for the Company to continue as
      a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7. | Bridge Loan and Share Exchange Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On February 26, 2010, the Company entered into a share
      exchange agreement with Go All In. The closing of the agreement occurred
      on March 31, 2010. Pursuant to the terms of the agreement, the Company
      agreed to acquire all of the issued and outstanding common shares of Go
      All In from the shareholders of Go All In, Inc. in exchange for the
      issuance by the Company to the shareholders of Go All In of an aggregate
      of 35,425,000 shares of the common stock, on a pro rata basis, of which
      30,687,124 shares of common stock were issued effective March 31,
    2010.                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | After the issuance of 35,425,000 shares to the
      shareholders of Go All In and 1,000,000 shares to Venturex Global
      Investment Corp, the former shareholders of Go All In own approximately
      53.0% of the Companys issued and outstanding common shares. As a result
      of the closing of the share exchange agreement, Go All In became a
      wholly-owned subsidiary of the Company.                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On February 22, 2010, the Company borrowed (i) $50,000 by
      way of the issuance of a demand promissory note, and (ii) $100,000 by way
      of the issuance of a convertible promissory note, which note was
      convertible into shares of the Companys common stock at the conversion
      price of $0.50 per share. The convertible promissory note was
converted into 200,000 shares of the Companys common stock at the conversion
price of $0.50 per share effective March 31, 2010.                                                                                                                                                                                                                                                                                                   

F-15

---

|KORE NUTRITION INCORPORATED  
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS

In connection with the entry into the
share exchange agreement with Go All In, on February 26, 2010, the Company
loaned to Go All In $150,000 by way of a bridge loan pursuant to the terms of a
promissory note which bore interest at the rate of 7.5% per month and was to be
repayable on September 1, 2010. The Company derived the funds to provide this
loan from the issuance of the promissory note and convertible promissory note
described in the preceding paragraph. The Company determined that Go All Ins
obligation to repay the bridge loan was satisfied by the settlement of the
promissory note and the convertible promissory note in connection with the
closing of the share exchange agreement.

As stated above, the share exchange
agreement closed on March 31, 2010 whereby Go All In became a wholly-owned
subsidiary of the Company.

Upon the closing of the share exchange
agreement, the Companys board of directors appointed Messrs. Jason Chan,
Jeffrey Todd, Larry Lucas, and Paul Taylor as directors of the Company.
Effective as of the closing of the share exchange agreement, Katherine Rodgers
resigned as an officer and director of the Company and the Companys board of
directors appointed Jason Chan as the secretary of the Company.

Further, in connection with the closing
of the share exchange agreement, Deanna Embury and Katherine Rodgers agreed to
return an aggregate of 101,080,000 restricted shares of the Companys common
stock to treasury for cancellation in exchange for the aggregate payment by the
Company to Deanna Embury and Katherine Rodgers of $40,000.

Further, in connection with the closing
of the share exchange agreement, on March 31, 2010, the Company completed a
non-brokered private placement, pursuant to which the Company issued 1,280,000
units at a price of $0.50 per unit for gross proceeds of $640,000. Each unit
consisted of one share of the Companys common stock and one share purchase
warrant, with each warrant entitling the holder thereof to purchase one share of
the Companys common stock at the exercise price of $0.60 per share until March
31, 2012.

Pursuant to the terms of the share
exchange agreement, on March 31, 2010, the Company issued 1,000,000 shares of
the Companys common stock to Venturex Global Investment Corp., at a deemed
price of $0.50 per share, in full and final settlement of a promissory note in
the principal amount of $500,000 issued by Go All In to Venturex, which was
assigned to the Company in connection with the closing of the share exchange
agreement.

In connection with the closing of the
share exchange agreement, on March 31, 2010, the Company paid Deanna Embury
$22,500 in complete satisfaction of all debt owed by the Company to Deanna
Embury, including shareholder loans and accrued salaries.

|8. | Inventory                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On April 15, 2010, the Company entered into a consulting
      agreement with a vendor to create and package drinks in several flavours
      in consideration for a fixed fee of $5,000 for the first three formulas
      and a negotiated price for each additional formulation. During the year
      ended December 31, 2010, the Company purchased additional product and
      packaging from the vendor in consideration for $127,991.                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On June 29, 2010, the Company adopted the 2010 Stock
      Option Plan. The purpose of the plan is to retain the services of valued
      directors, officers, key employees and consultants of the Company,
      subsidiaries of the Company, and such other persons and to encourage such
      persons to acquire a greater proprietary interest in the Company, thereby
      strengthening their incentive to achieve the objectives of the
      shareholders of the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On November 9, 2010, the Company issued 2,155,000 options
      to directors, officers, consultants and employees to acquire 2,155,000
      common shares at $0.13 per share exercisable until November 9, 2015. The
      options vested immediately upon the grant date. During the year ended
      December 31, 2010, the Company recorded stock-based compensation of
      $203,066 as general and administrative expenses.                                                  

F-16

---

|KORE NUTRITION INCORPORATED  
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS

The fair value for stock options during
the year ended December 31, 2010 was estimated at the grant date using the
Black-Scholes option-pricing model and the weighted average fair value of stock
options vested was $0.09 per share.

The weighted average assumptions used are as follows:Year EndedDecember 31,2010Expected dividend yield
    
    0%Risk-free interest
      rate
    
    1.10%Expected volatility
    
    112%Expected option
      life (in years)
    
    4.39


The following table summarizes the
continuity of the Companys stock options:

| |                                      |  |           |  |   |                |  |  | Weighted-Average |  |  |                 | 
| | ------------------------------------ |  | --------- |  | - | -------------- |  |  | ---------------- |  |  | --------------- | 
| |                                      |  | Number    |  |   | Weighted       |  |  | Remaining        |  |  |                 | 
| |                                      |  | of        |  |   | Average        |  |  | Contractual      |  |  |                 | 
| |                                      |  | Options   |  |   | Exercise Price |  |  | Term (years)     |  |  | Intrinsic Value | 
| | Outstanding: December 31, 2009       |  |          |  |   |               |  |  |                  |  |  |                 | 
| | Granted                              |  | 2,155,000 |  | $ | 0.13           |  |  |                  |  |  |                 | 
| | Expired                              |  |          |  |   |               |  |  |                  |  |  |                 | 
| | Outstanding:
      December 31, 2010 |  | 2,155,000 |  | $ | 0.13           |  |  | 4.86             |  |  |                | 
| | Exercisable: December 31, 2010       |  | 2,155,000 |  | $ | 0.13           |  |  | 4.86             |  |  |                | 

F-17

---

|KORE NUTRITION INCORPORATED  
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS

|10. | Share Purchase Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | In connection with the closing of the share exchange
      agreement, on March 31, 2010, the Company completed a non-brokered private
      placement, pursuant to which the Company issued 1,280,000 units at a price
      of $0.50 per unit for gross proceeds of $640,000. Each unit consisted of
      one share of the Companys common stock and one share purchase warrant,
      with each warrant entitling the holder thereof to purchase one share of
      the Companys common stock at the exercise price of $0.60 per share until
      March 31, 2012. The relative fair market value of the warrants is
      $278,987.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | On June 7, 2010, the Company issued 520,000 units at a
      price of $0.50 per unit for gross proceeds of $260,000. Each unit
      consisted of one share of the Companys common stock and one share
      purchase warrant, with each warrant entitling the holder thereof to
      purchase one share of the Companys common stock at the exercise price of
      $0.60 per share until June 7, 2012. The relative fair market value of the
      warrants is $116,016.                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | A summary of the changes in the Companys common share
      purchase warrants is presented below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                                 |  |           |  | Weighted Average | 
| | ------------------------------- |  | --------- |  | ---------------- | 
| |                                 |  | Number    |  | Exercise Price   | 
| | Balance December 31, 2009       |  | -         |  | -                | 
| | Issued                          |  | 1,800,000 |  | $ 0.60           | 
| | Expired                         |  | -         |  | -                | 
| | Balance December
      31, 2010 |  | 1,800,000 |  | $ 0.60           | 

Additional information regarding
warrants as at December 31, 2010, is as follows:

Number of
      Warrants
    Exercise Price
    Expiry Date1,280,000
    $ 0.60
    March 12, 2012520,000
    $ 0.60
    June
      7, 20121,800,000


|11. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | On June 1, 2007, the Company entered into an agreement to
      acquire the All N Trademark, as registered for use in conjunction with
      clothing and energy drinks, in consideration for $50,000 upon execution of
      the agreement. The Company also agreed to pay a royalty of 1% on all gross
      sales of the trademarked energy drinks, clothing and related products sold
      by the Company until a total amount of $175,000 has been reached. During
      the period from June 1, 2007 to December 31, 2010, the Company has paid
      royalties of $3,372. As at December 31, 2010, the Company owes $676 which
      is included in accounts payable.                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Company accounts for income taxes under ASC 740,
      Income Taxes. Deferred income tax assets and liabilities are determined
      based upon differences between financial reporting and tax bases of assets
      and liabilities and are measured using the enacted tax rates and laws that
      will be in effect when the differences are expected to reverse. Income tax
      expense differs from the amount that would result from applying the U.S
      federal and state income tax rates to earnings before income taxes. The
      Company has a net operating loss carryforward of approximately $9,366,000
      available to offset taxable income in future years which expire through
      fiscal 2029. Pursuant to ASC 740, the potential benefit of the net
      operating loss carryforward has not been recognized in the financial
      statements since the Company cannot be assured that it is more likely than
      not that such benefit will be utilized in future
years.

F-18

---

|KORE NUTRITION INCORPORATED  
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS

|12. | Income Taxes (continued)                                                                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                     
|    | The Company is subject to United States federal and state
      income taxes at an approximate rate of 35%. The reconciliation of the
      provision for income taxes at the United States federal statutory rate
      compared to the Companys income tax expense as reported is as
    follows:

| |                                       |   | December 31, |   |   | December 31, |  
| | ------------------------------------- | - | ------------ | - | - | ------------ | -
| |                                       |   | 2010         |   |   | 2009         |  
| |                                       |   | $            |   |   | $            |  
| | Income tax recovery at statutory rate | $ | 563,400      |   | $ | 2,797,000    |  
| | Permanent differences                 |   | (82,400      | ) |   |             |  
| | Valuation allowance change            |   | (481,000     | ) |   | (2,797,000   | )
| | Provision for income taxes            | $ |             |   | $ |             |  

Deferred income taxes reflect the net
tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. Deferred income taxes arise from temporary differences in the
recognition of income and expenses for financial reporting and tax purposes. The
significant components of deferred income tax assets and liabilities at December
31, 2010 and 2009 are as follows:

| |                                 |   | December 31, |   |   | December 31, |  
| | ------------------------------- | - | ------------ | - | - | ------------ | -
| |                                 |   | 2010         |   |   | 2009         |  
| |                                 |   | $            |   |   | $            |  
| | Net operating loss carryforward | $ | 3,278,100    |   | $ | 2,797,000    |  
| | Valuation
      allowance       |   | (3,278,100   | ) |   | (2,797,000   | )
| | Net deferred income tax asset   | $ |             |   | $ |             |  

The Company has recognized a valuation
allowance for the deferred income tax asset since the Company cannot be assured
that it is more likely than not that such benefit will be utilized in future
years. The valuation allowance is reviewed annually. When circumstances change
and which cause a change in management's judgment about the realizability of
deferred income tax assets, the impact of the change on the valuation allowance
is generally reflected in current income.

|13. | Subsequent Event                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Subsequent to the year ended December 31, 2010, the
      Company issued 1,350,000 units at $0.10 per unit. Each unit consists of
      one share and one warrant, exercisable at $0.15 per share for a period of
      2 years.                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | On January 3, 2011, the lender of the $65,000 convertible
      note elected to convert $20,000 of the note into 371,058 common shares of
      the Company. On January 24, 2011, the lender of the $65,000 convertible
      note elected to convert $15,000 of the note into 245,902 common shares of
      the Company. On February 3, 2011, the Company repaid the remaining balance
      of the note of $30,000 plus an early repayment penalty of
  $22,500.

F-19

---

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

On May 3, 2010, our board of directors approved the dismissal,
to be effective as of April 30, 2010, of LBB & Associates Ltd., LLP (LBB)
as our independent principal accountant and we engaged the accounting firm of
M&K CPAS PLLC (M&K), as our new independent principal accountant. The
decision to dismiss LBB and to appoint M&K was approved by our board of
directors on May 3, 2010.

LBBs report on our financial statements for the period from
incorporation on October 13, 2006 to December 31, 2009 did not contain an
adverse opinion or disclaimer of opinion, or qualification or modification as to
uncertainty, audit scope or accounting principles, except that our audited
financial statements contained in our annual report on Form 10-K for year ended
December 31, 2009 contained an explanatory paragraph expressing substantial
doubt as to our ability to continue as a going concern.

During the two most recent fiscal years and the subsequent
interim periods thereto, there were no disagreements with LBB, whether or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
LBBs satisfaction, would have caused it to make reference to the subject matter
of the disagreement in connection with its report on our financial statements.
During the two most recent fiscal years, and in the subsequent interim periods
through the date of dismissal of LBB, there were no reportable events (as
described in Item 304(a)(1)(v) of Regulation S-K) with LBB.

We provided LBB with a copy of this disclosure prior to its
filing with the Securities and Exchange Commission, and requested that they
furnish us with a letter addressed to the Securities and Exchange Commission
stating whether they agree with the statements made in this report, and if not,
stating the aspects with which they do not agree. The letter from LLB dated May
7, 2010 is filed as an exhibit to this Annual Report on Form 10-K.

Effective April 30, 2010, we engaged M&K as our independent
accountant. During the two most recent fiscal years and the subsequent interim
periods through the date of appointment, we have not consulted with M&K
regarding either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on our financial statements, nor has M&K provided to us a
written report or oral advice that M&K concluded was an important factor
considered by us in reaching a decision as to the accounting, auditing or
financial reporting issue. In addition, during such periods, we have not
consulted with M&K regarding any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) and the related instructions) or
a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

We have provided a copy of the disclosures in this report to
M&K and offered them the opportunity to furnish a letter to the Commission
contemplated by Item 304(a)(2)(ii)(D) of Regulation S-K. M&K has advised
that it does not intend to furnish such a letter to the Commission.

ITEM 9A CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under
the Exchange Act, our principal executive officer and principal financial
officer evaluated our companys disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the
period covered by this annual report on Form 10-K. Based on this evaluation,
these officers concluded that as of the end of the period covered by this annual
report on Form 10-K, these disclosure controls and procedures were not effective
to ensure that the information required to be disclosed by our company in
reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission and include controls and procedures
designed to ensure that such information is accumulated and communicated to our
companys management, including our companys principal executive officer and
principal financial officer, to allow timely decisions regarding required
disclosure.

23

---

The conclusion that our disclosure controls and procedures were
not effective was due to the presence of material weaknesses in internal control
over financial reporting as identified below under the heading Managements
Report on Internal Control Over Financial Reporting. Management anticipates
that such disclosure controls and procedures will not be effective until the
material weaknesses are remediated. Our company intends to remediate the
material weaknesses as set out below.

Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues,
if any, within our company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake.

Managements Report on Internal Control Over Financial
Reporting

Management is responsible for establishing and maintaining
adequate internal control over our financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act). Our companys internal control
over financial reporting is designed to provide reasonable assurance, not
absolute assurance, regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles in the United States of America.
Internal control over financial reporting includes those policies and procedures
that: (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our companys
assets; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles in the United States of America, and
that our companys receipts and expenditures are being made only in accordance
with authorizations of our management and directors; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. In addition,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions
and that the degree of compliance with the policies or procedures may
deteriorate.

Our Management, including our principal executive officer and
principal financial officer, conducted an evaluation of the design and operation
of our internal control over financial reporting as of December 31, 2010 based
on the criteria set forth in the SECs Release No. 33-8810: Commission Guidance
Regarding Managements Report on Internal Control Over Financial Reporting Under
Section 13(a) or 15(d) of the Securities Exchange Act of 1934. This evaluation
included review of the documentation of controls, evaluation of the design
effectiveness of controls, testing of the operating effectiveness of controls
and a conclusion on this evaluation. Based on this evaluation, our management
concluded our internal control over financial reporting was not effective as at
December 31, 2010 due to the following material weaknesses which are indicative
of many small companies with small staff: (i) inadequate segregation of duties
and effective risk assessment; (ii) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and
application of both US GAAP and SEC guidelines; (iii) inadequate security and
restricted access to computer systems including insufficient disaster recovery
plans; and (iv) no written whistle-blower policy.

Our company plans to take steps to enhance and improve the
design of our internal controls over financial reporting. Our management is
currently evaluating remediation plans for the above deficiencies. During the
period covered by this annual report on Form 10-K, we have not been able to
remediate the weaknesses described above. However, we plan to take steps to
enhance and improve the design of our internal control over financial
reporting.

Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues,
if any, within our company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake.

24

---

Changes in Internal Control Over Financial
Reporting.

There were no changes in our companys internal control over
financial reporting during the quarter ended December 31, 2010 that have
materially affected, or are reasonably likely to materially affect, our
companys internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

25

---

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers

As of April 8, 2011, the following individuals serve as the
directors and executive officers of our company. All directors of our company
hold office until the next annual meeting of our shareholders or until their
successors have been elected and qualified. The executive officers of our
company are appointed by our board of directors and hold office until their
death, resignation or removal from office.

Name
    Position
    Age
    Date First Elected or
      AppointedJeffrey Todd
    President and Director
    45
    March 31, 2010Jason Chan
    Secretary and Director
    29
    March 31, 2010Larry Lucas
    Director
    59
    March 31, 2010Paul Taylor
    Director
    56
    March 31, 2010


Significant Employees

We have no significant employees aside from our officers and
directors.

Family Relationships

There are no family relationships between or among our
directors, executive officers or persons nominated or chosen by our company to
become directors or executive officers.

Business Experience

Jeffrey Todd, President and Director

Jeff Todd has been the managing partner and president of
SourcePro Corporation, a company that specializes in executive search and
placement of professionals in the manufacturing world, since January, 2000.
SourcePros clients include companies involved in the food and beverage,
technology, and entertainment industries. Mr. Todd obtained a bachelors degree
from the University of Redlands in June, 1988.

We believe Mr. Todd is qualified to serve on our board of
directors because of his knowledge of our companys history and current
operations, which he gained from working for our company as described above, in
addition to his education and business experiences as described above.

Jason Chan, Secretary and Director

Jason Chan has been a realtor and consultant for Jason Chi
Chan, LLC since May, 2006. From May, 2005 to May, 2006, he was the manager of
Chan Poker, LLC. Mr. Chan obtained a Bachelor of Arts degree from the University
of Nevada, Las Vegas, in May, 2005.

26

---

We believe Mr. Chan is qualified to serve on our board of
directors because of his knowledge of our companys history and current
operations, which he gained from working for our company as described above, in
addition to his education and business experiences as described above.

Larry Lucas, Director

Mr. Lucas has over 35 years of executive sales/marketing
experience in the United States and internationally. Since April, 2005, he has
been a senior vice-president of SSC Marketing Inc. From May, 1994 until April,
2005, Mr. Lucas was the national sales manager of California Scents, a leading
air freshener company. Mr. Lucas serves on the board of several consumer
products companies, and is a member of several national management and business
associations. He has also held senior executive positions with companies such as
Bausch & Lomb, Vivitar Corporation and Pentel of America. Mr. Lucas received
a Bachelor of Science in Business Administration from the Kansas State Teachers
College in May, 1974.

We believe Mr. Lucas is qualified to serve on our board of
directors because of his knowledge of our companys history and current
operations, which he gained from working for our company as described above, in
addition to his education and business experiences as described above.

Paul Taylor, Director

Mr. Taylor has been the president of Taylor Consulting since
2008. From 2004 until 2008, he was the east coast manager for Tasker Products
Corp., a company engaged in the manufacture, distribution and marketing of
products that use a process that enables copper sulfate, a compound with
bacteriostatic properties, to remain active throughout certain interactions with
hydrogen. From 2000 to 2004, Mr. Taylor was the northeast sales manager for
Vasomedical Inc., a company that develops and markets non-invasive
counterpulsation devices for the treatment of cardiac patients. Mr. Taylor
obtained a Bachelor of Science in Business Administration from the University of
Delaware in June, 1978.

We believe Mr. Taylor is qualified to serve on our board of
directors because of his knowledge of our companys history and current
operations, which he gained from working for our company as described above, in
addition to his education and business experiences as described above.

Involvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in
any of the following events during the past ten years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities;                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 5. | being the subject of, or a party to, any federal or state
      judicial or administrative order, judgment, decree, or finding, not
      subsequently reversed, suspended or vacated, relating to an alleged
      violation of: (i) any federal or state securities or commodities law or
      regulation; or (ii) any law or regulation respecting financial
      institutions or insurance companies including, but not limited to, a
      temporary or permanent injunction, order of disgorgement or restitution,
      civil money penalty or temporary or permanent cease-and-desist order, or
      removal or prohibition order; or (iii) any law or regulation prohibiting
      mail or wire fraud or fraud in connection with any business entity;
    or

27

---

| | 6. | being the subject of, or a party to, any sanction or
      order, not subsequently reversed, suspended or vacated, of any
      self-regulatory organization (as defined in Section 3(a)(26) of the
      Securities Exchange Act of 1934), any registered entity (as defined in
      Section 1(a)(29) of the Commodity Exchange Act), or any equivalent
      exchange, association, entity or organization that has disciplinary
      authority over its members or persons associated with a
  member.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Director Independence

We are not subject to listing requirements of any national
securities exchange or national securities association and, as a result, we are
not at this time required to have our board comprised of a majority of
independent directors. Our determination of independence of directors is made
using the definition of independent director contained in Rule 4200(a)(15) of
the Marketplace Rules of the NASDAQ Stock Market (NASDAQ), even though such
definitions do not currently apply to us because we are not listed on NASDAQ. We
have determined that Jeffrey Todd and Jason Chan do not meet the definition of
independent as a result of their position as executive officers. We have
determined that Paul Taylor and Larry Lucas meet the definition of independent
and have no material relationship with our company that would reasonably be
expected to affect their independent judgment.

Audit Committee

Our companys audit committee is composed of Jeffrey Todd and
Jason Chan, who we have determined are not independent. The audit committee is
directed to: review the scope, cost and results of the independent audit of our
books and records; review the results of the annual audit with management;
review the adequacy of our accounting, financial and operating controls;
recommend annually to the board of directors the selection of the independent
registered accountants; consider proposals made by the independent accountants
for consulting work; and report to the board of directors, when so requested, on
any accounting or financial matters. The board of directors adopted its charter
for the audit committee on March 29, 2010.

Audit Committee Financial Expert

Our board of directors has determined that it does not have an
audit committee member that qualifies as an audit committee financial expert
as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the audit
committee members are collectively capable of analyzing and evaluating our
financial statements and understanding internal controls and procedures for
financial reporting. In addition, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development and the fact that we have generated nominal
revenues to date.

Nomination Procedures For Appointment of Directors

As of April 8, 2011, we had not effected any material changes
to the procedures by which our shareholders may recommend nominees to our board
of directors. Our board of directors does not have a policy with regards to the
consideration of any director candidates recommended by our shareholders. Our
board of directors has determined that it is in the best position to evaluate
our companys requirements as well as the qualifications of each candidate when
the board considers a nominee for a position on our board of directors. If
shareholders wish to recommend candidates directly to our board, they may do so
by sending communications to the president of our company at the address on the
cover of this annual report.

28

---



Code of Ethics

As of April 8, 2011, we have not yet adopted a code of ethics
that applies to our companys president (being our principal executive officer)
and our companys secretary and treasurer (being our principal financial officer
and principal accounting officer), as well as persons performing similar
functions. We believe that due to the size of our company and limited financial
resources, we do not require a code of ethics.

Section 16(a) Beneficial Ownership Reporting
Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during the fiscal year ended December 31, 2010, all filing
requirements applicable to our officers, directors and greater than 10% percent
beneficial owners were complied with.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth all compensation received during
the two years ended December 31, 2010 and December 31, 2009 by our principal
executive officer and principal financial officer and each of the other most
highly compensated executive officers whose total compensation exceeded $100,000
in such fiscal year. These officers are referred to as the Named Executive
Officers in this report.

Summary Compensation

The following table provides a summary of the compensation
received by the persons set out therein for each of our last two fiscal years:

SUMMARY COMPENSATION
      TABLEName and
      Principal Position
    Year
    Salary($)
    **Bonus**($)
    Stock **Awards**($)
    **Awards**
      ($)
    Non-
      Equity IncentivePlan **Option**tion ($)
    **Nonqualified**
      Deferred **Compensa-**Earnings
      ($)
    All
      Other **Compensation**-tion
      ($)
    **Compensa**
      Total ($)Jeffrey Todd President and
      Director(1)
    2010 2009
    Nil N/A
    Nil N/A
    Nil N/A
    19,092 (4)N/A
    Nil N/A
    Nil N/A
    Nil N/A
    19,092 N/AJason Chan Secretary and
      Director(2)
    2010 2009
    Nil N/A
    Nil N/A
    Nil N/A
    10,910 (5)N/A
    Nil N/A
    Nil N/A
    Nil N/A
    10,910 N/ADavid Powley President and Chief
      Executive Officer of Go All In, Inc.(3)
    2010 2009
    Nil N/A
    Nil N/A
    Nil N/A
    19,092 (6)N/A
    Nil N/A
    Nil N/A
    Nil N/A
    19,092 N/A


|(1) | Jeffrey Todd was appointed as our president and director
      on March 31, 2010
|--- | --------------------------------------------------------------------------------
|    |                                                                                 
|(2) | Jason Chan was appointed as our secretary and director on
      March 31, 2010. 

29

---

|(3) | David Powley was appointed President and Chief Executive
      Officer of Go All In, Inc. on August 24, 2010.                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                              
|(4) | On November 9, 2010, we granted Jeffrey Todd 175,000
      stock options at an exercise price of $0.13 per share. These options are
      exercisable until November 9, 2015.
|    |                                                                                                                                                                              
|(5) | On November 9, 2010, we granted Jason Chan 100,000 stock
      options at an exercise price of $0.13 per share. These options are
      exercisable until November 9, 2015.  
|    |                                                                                                                                                                              
|(6) | On November 9, 2010, we granted David Powley 175,000
      stock options at an exercise price of $0.13 per share. These options are
      exercisable until November 9, 2015.

Compensation Discussion and Analysis

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive stock options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of our board of directors from time to time. We have
no plans or arrangements in respect of remuneration received or that may be
received by our executive officers to compensate such officers in the event of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control.

Employment Agreements

As of April 8, 2011, we do not have any employment agreements
with our executive officers.

Outstanding Equity Awards at Fiscal Year-End

On July 24, 2010, our board of directors approved of our 2010
Stock Option Plan (the Plan). The Plan is described in summarized under the
heading Item 5  Equity Compensation Plans.

The following table sets forth for each named executive officer
certain information concerning the outstanding equity awards as of December 31,
2010.

Option awards
    Stock awardsName
      and Principal Position
    Number of
      Securities Underlying UnexercisedOptions Exercisable
    Number of
      Securities Underlying
      **Unexercised** Options
      **Unexercisable**
    Option
      ExercisePrice
    Option
      **Expiration**Date
    Number of
      Sharesor Unitsof Stock that
      **Have Not** Vested
    Market Value
      of **Shares or** **Units of**Stock that **Have Not**
      Vested
    Equity IncentivePlan
      Awards : Numberof UnearnedShares,Units or **Other**
      Rights that **Have Not**
      Vested
    Equity
      Incentive Plan **Awards:**
      Market or **Payout** Value
      of **Unearned** **Shares,**
      Units or Other Rights that
      **Have Not** Vested


Jeffrey Todd President and Director
    175,000
    0
    $0.13
    November 
      9, 2015
    0
    0
    0
    0Jason Chan Secretary and Director
    100,000
    0
    $0.13
    November 
      9, 2015
    0
    0
    0
    0David Powley President and Chief Executive Officer
      of Go All In, Inc.
    175,000
    0
    $0.13
    November 
      9, 2015
    0
    0
    0
    0


30

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Aggregated Option Exercises

There were no exercised by any officer or director of our
company during the twelve month period ended December 31, 2010.

Long-Term Incentive Plan

Our company does not have a long-term incentive plan in favor
of any director, officer, consultant or employee of our company.

Directors Compensation

The following table sets forth for each director certain
information concerning his compensation for the year ended December 31,
2010.

Name and
      Principal Position
    Fees Earned or
      Paid in Cash ($)
    Stock Awards
      ($)
    Option Awards
      ($)
    Non-Equity Incentive PlanCompensatio n ($)
    Change in Pension Value and
      Nonqualified Deferred
      **Compensatio** n Earnings
      ($)
    All Other
      Compensatio n ($)
    Total ($)Paul Taylor
    Nil
    Nil
    3,273 (1)
    Nil
    Nil
    Nil
    3,273Larry Lucas
    Nil
    Nil
    5,455 (2)
    Nil
    Nil
    Nil
    5,455


|(1) | On November 9, 2010, we granted Paul Taylor 30,000 stock
      options at an exercise price of $0.13 per share. These options are
      exercisable until November 9, 2015.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                            
|(2) | On November 9, 2010, we granted Larry Lucas 50,000 stock
      options at an exercise price of $0.13 per share. These options are
      exercisable until November 9, 2015.

Pension and Retirement Plans

Currently, we do not offer any annuity, pension or retirement
benefits to be paid to any of our officers, directors or employees in the event
of retirement.

31

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Principal Stockholders

The following table sets forth, as of April 8, 2011, certain
information with respect to the beneficial ownership of our common stock by of
our current directors and executive officers as a group. Each person has sole
voting and investment power with respect to the shares of common stock they
hold, except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated. As of
April 8, 2011, there was one shareholder known by us to be the beneficial owner
of more than 5% of our common stock.

Name and Address of Beneficial Owner
    Title of Class
    Amount and Nature of Beneficial
      Ownership(1)
    Percentage of
      Class(2)Jeffrey Todd Director c/o 2505 Anthem Village,
      Suite E- 460, Henderson, NV 89052
    Options
    175,000
    0.3%Jason Chan Secretary and Director
      c/o 2505 Anthem Village, Suite E- 460, Henderson, NV 89052
    Common Options
    450,374 100,000
    0.7% 0.2%Larry Lucas Director c/o 2505
      Anthem Village, Suite E- 460, Henderson, NV 89052
    Options
    50,000
    0.1%Paul Taylor Director c/o 2505
      Anthem Village, Suite E- 460, Henderson, NV 89052
    Common
    30,000
    0.0%David Powley c/o 2505 Anthem Village,
      Suite E- 460, Henderson, NV 89052
    Common
    175,000
    0.3%All officers and directors as a
      group (5 persons)
    Common
    655,374
    1.0%Maxcorp Company Asia Ltd Temple
      Financial Centre,       PO Box 228
      Leeward Highway
      Prvidenciales
    Common
    3,351,863
    5.1 %


|(1) | Except as otherwise indicated, we believe that the
      beneficial owners of the common stock listed above, based on information
      furnished by such owners, have sole investment and voting power with
      respect to such shares, subject to community property laws where
      applicable. Beneficial ownership is determined in accordance with the
      rules of the Securities and Exchange Commission and generally includes
      voting or investment power with respect to securities. Shares of common
      stock subject to options or warrants currently exercisable, or exercisable
      within 60 days, are deemed outstanding for purposes of computing the
      percentage ownership of the person holding such option or warrants, but
      are not deemed outstanding for purposes of computing the percentage
      ownership of any other person.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

32

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|(2) | Based on 65,881,393 shares of common stock as of April 8,
      2011.
|--- | ---------------------------------------------------------------------

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change in control of our
company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

Other than as listed below, no director, officer, principal
shareholder holding at least 5% of our common shares, or any family member
thereof, had any material interest, direct or indirect, in any transaction, or
proposed transaction, since the beginning of our last fiscal year ended December
31, 2010, in which the amount involved in the transaction exceeded or exceeds
the lesser of $120,000 or one percent of the average of our total assets at
year-end for the last three completed fiscal years.

During 2009, Jon Chan advanced $102,000 to All In and Mr.
Martinez advanced $10,000 to our company. These two notes are interest bearing
at 20% and are payable on demand. During the year ended December 31, 2010, we
repaid Jon Chan $102,000 in principal repayments and $35,000 in accrued
interest. As of April 8, 2011, we do not owe Jon Chan any funds and owe Mr.
Martinez $10,000.

During 2009, Mr. Duncan advanced us $5,000. There is no stated
interest rate on the note and it is payable on demand. As of April 8, 2011, we
owe Mr. Duncan $5,000.

During 2009, Venturex Global Investment Corp. advanced $500,000
to All In. The Venturex Global Investment Corp. note had a stated interest rate
of 12% and was to start to accrue on June 30, 2010 with payments on the note to
commence with the quarter ended September 30, 2010 and to continue every quarter
thereafter with payments for accrued interest at the note rate paid on the last
day of each quarter. The maturity date of the note was June 21, 2014. Effective
March 31, 2010, the entire principal amount of the note was converted into
1,000,000 of our common shares at a conversion rate of $0.50 per share in
connection with the closing of the share exchange agreement with All In. No
interest had accrued on the note as of that date and, as such, there was no
interest payable.

In connection with the closing of the share exchange agreement,
on March 31, 2010, we paid Deanna Embury $22,500 in complete satisfaction of all
debt owed by us to Ms. Embury, including shareholder loans and accrued
salaries.

Further, in connection with the closing of the share exchange
agreement, effective March 31, 2010, Deanna Embury and Katie agreed to return an
aggregate of 101,080,000 restricted shares of our common stock to treasury for
cancellation in exchange for the aggregate payment by us to the them of
$40,000.

During 2010, Complete Advantage, a private company owned by the
Jeffrey Todd advanced the Company $5,455. There is no stated interest rate and
the loan is payable on demand.

In 2010, Jeffrey Todd advanced us $53,993. There is no stated
interest rate and the loan is payable on demand.

In 2010, Mr. Jao advanced us $41,039 and another shareholder
advanced us $766. There is no stated interest rate and the loans are payable on
demand.

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Corporate Governance

Director Independence

Paul Taylor and Larry Lucas are independent directors, as that
term is used in Rule 4200(a)(15) of the Nasdaq Marketplace Rules and National
Instrument 52-110. Jeffrey Todd and Jason Chan are not independent directors due
to the position as our executive officers.

Audit Committee

The Companys audit committee is composed of Jeffrey Todd and
Jason Chan, who are not independent as defined by Nasdaq Marketplace Rule
4200(a)(15) or National Instrument 52-110 as adopted by the British Columbia
Securities Commission. The audit committee is directed to: review the scope,
cost and results of the independent audit of our books and records; review the
results of the annual audit with management; review the adequacy of our
accounting, financial and operating controls; recommend annually to the board of
directors the selection of the independent registered accountants; consider
proposals made by the independent accountants for consulting work; and report to
the board of directors, when so requested, on any accounting or financial
matters. The board of directors adopted its charter for the audit committee on
March 29, 2010.

Audit Committee Financial Expert

Our board of directors has determined that it does not have an
audit committee member that qualifies as an audit committee financial expert
as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the audit
committee members are collectively capable of analyzing and evaluating our
financial statements and understanding internal controls and procedures for
financial reporting. In addition, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development and the fact that we have not generated revenues
to date.

Compensation Committee  Compensation Committee Interlocks
and Insider Participation

Our board of directors acts as our compensation committee. We
believe that striking a compensation committee and appointing additional
independent directors to such committee would be overly costly and burdensome
and is not warranted in our circumstances given the early stages of our
development and the fact that we have not generated revenues to date. Our board
of directors responsibilities in acting as our compensation committee is to
oversee our companys compensation and benefit plans, including our compensation
plan. Our board of directors also monitors and evaluates matters relating to the
compensation and benefits structure of our company. Our company has not adopted
a Compensation Committee Charter.

Transactions with Independent Directors

None of our independent directors entered into any transaction,
relationship or arrangement during the year ended December 31, 2010 that was
considered by our board of directors in determining whether the director
maintained his or her independence in accordance with Nasdaq Marketplace Rule
4200(a)(15).

National Instrument 52-110

We are a reporting issuer in the Province of British Columbia.
National Instrument 52-110 of the Canadian Securities Administrators requires
our company, as a venture issuer, to disclose annually in our annual report
certain information concerning the constitution of our audit committee and our
relationship with our independent auditor. As defined in National Instrument
52-110, we have two independent directors. For a description of the education
and experience of our audit committee members that is relevant to the
performance of their respective responsibilities as audit committee members,
please see the disclosure under the heading Item 10. Directors, Executive
Officers and Corporate Governance  Business Experience.

34

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Our board of directors has determined that it does not have an audit committee member that qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Our audit committee is composed of our
directors and officers. We believe that the audit committee members are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining
an independent director who would qualify as an audit committee financial expert would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not
generated revenues to date.

The audit committee is responsible for review of both interim and annual financial statements for our company. For the purposes of performing their duties, the members of the audit committee have the right at all times, to inspect all the books and
financial records of our company and any subsidiaries and to discuss with management and the external auditors of our company any accounts, records and matters relating to the financial statements of our company. The audit committee meets
periodically with management and annually with the external auditors.

Since the commencement of our companys most recently completed financial year, our companys board of directors has not failed to adopt a recommendation of the audit committee to nominate or compensate an external auditor.

Since the commencement of our companys most recently completed financial year, our company has not relied on the exemptions contained in sections 2.4 or 8 of National Instrument 52-110. Section 2.4 (De Minimis Non-audit Services) provides an
exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable
to the auditor in the fiscal year in which the non-audit services were provided. Section 8 (Exemptions) permits a company to apply to a securities regulatory authority for an exemption from the requirements of National Instrument 52-110 in whole or
in part.

The audit committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the Audit Committee Charter of our company. A copy of our companys Audit Committee Charter is filed as an exhibit to this
annual report.

National Instrument 58-110

We are a reporting issuer in the Province of British Columbia. National Instrument 58-110 of the Canadian Securities Administrators requires our company, as a venture issuer, to disclose annually in our annual report certain information concerning
corporate governance disclosure.

Board of Directors

Our board of directors currently acts with four members consisting of Jeffrey Todd, Jason Chan, Larry Lucas, and Paul Taylor. We have determined that Jason Chan and Jeffrey Todd, are not independent as that term is defined in National Instrument
52-110 due to the fact that they are officers of our company. Hence, the majority of our board of directors is not independent.

Our board of directors facilitates its exercise of independent supervision over management by endorsing the guidelines for responsibilities of the board as set out by regulatory authorities on corporate governance in Canada and the United States.
Our boards primary responsibilities are to supervise the management of our company, to establish an appropriate corporate governance system, and to set a tone of high professional and ethical standards.

The board is also responsible for:

- selecting and assessing members of the board;

---

- choosing, assessing and compensating the president, secretary and
  treasurer of our company, approving the compensation of all executive officers
  and ensuring that an orderly management succession plan exists;
- reviewing and approving our companys strategic plan, operating plan,
  capital budget and financial goals, and reviewing its performance against
  those plans;
- adopting a code of conduct and a disclosure policy for our company, and
  monitoring performance against those policies;
- ensuring the integrity of our companys internal control and management
  information systems;
- approving any major changes to our companys capital structure, including
  significant investments or financing arrangements; and
- reviewing and approving any other issues which, in the view of the board
  or management, may require board scrutiny.

Directorships

Our directors are not currently directors of any other
reporting issuers or the equivalent in a foreign jurisdiction.

Ethical Business Conduct

We do not currently have a written Code of Ethical Business
Conduct for our directors, officers and employees, but we view good corporate
governance as an integral component to our success. Our Board of Directors has
found that the fiduciary duties placed on individual directors by our governing
corporate legislation and the common law and the restrictions placed by
applicable corporate legislation on an individual directors participation in
decisions of the Board of Directors in which the director has an interest have
been sufficient to ensure that the Board of Directors operates independently of
management and in the best interests of our company.

Orientation and Continuing Education

We have an informal process to orient and educate new recruits
to the board regarding their role on the board, our committees and our
directors, as well as the nature and operations of our business. This process
provides for an orientation with key members of the management staff, and
further provides access to materials necessary to inform them of the information
required to carry out their responsibilities as a board member. This information
includes the most recent board approved budget, the most recent annual report,
the audited financial statements and copies of the interim quarterly financial
statements.

The board does not provide continuing education for its
directors. Each director is responsible to maintain the skills and knowledge
necessary to meet his obligations as director.

Nomination of Directors

The board is responsible for identifying new director nominees.
In identifying candidates for membership on the board, the board takes into
account all factors it considers appropriate, which may include strength of
character, mature judgment, career specialization, relevant technical skills,
diversity and the extent to which the candidate would fill a present need on the
board. As part of the process, the board, together with management, is
responsible for conducting background searches, and is empowered to retain
search firms to assist in the nominations process. Once candidates have gone
through a screening process and met with a number of the existing directors,
they are formally put forward as nominees for approval by the board.

36

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Assessments

The board intends that individual director assessments be
conducted by other directors, taking into account each directors contributions
at board meetings, service on committees, experience base, and their general
ability to contribute to one or more of our companys major needs. However, due
to our stage of development and our need to deal with other urgent priorities,
the board has not yet implemented such a process of assessment.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit fees

The aggregate fees billed by M&K CPAS PLLC and LBB &
Associates Ltd., LLP for the completed fiscal periods ended December 31, 2010
and December 31, 2009 for professional services rendered for the audit of our
annual financial statements, quarterly reviews of our interim financial
statements and services normally provided by the independent accountant in
connection with statutory and regulatory filings or engagements for these fiscal
periods were as follows:

Year Ended December 31,
      2010
    Year Ended December 31,
      2009Audit Fees
    $18,000
    $18,420Audit Related Fees
    -
    -Tax Fees
    -
    -All Other Fees
    -
    -Total
    $18,000
    $18,420


In the above tables, audit fees are fees billed by our
companys external auditor for services provided in auditing our companys
annual financial statements for the subject year. Audit-related fees are fees
not included in audit fees that are billed by the auditor for assurance and
related services that are reasonably related to the performance of the audit
review of our companys financial statements. Tax fees are fees billed by the
auditor for professional services rendered for tax compliance, tax advice and
tax planning. All other fees are fees billed by the auditor for products and
services not included in the foregoing categories.

Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

The board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

The board of directors has considered the nature and amount of
fees billed by M&K CPAS PLLC and believes that the provision of services for
activities unrelated to the audit is compatible with M&K CPAS PLLC.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit Number
    Description of Exhibit3.1
    Articles of Incorporation (incorporated by
      reference from our Form S-1 Registration Statement, filed on August 29,
      2008)3.2
    Bylaws
      (incorporated by reference from our Form S-1 Registration Statement, filed
      on August 29, 2008)3.3
    Certificate of Amendment to Articles of
      Incorporation filed with the Secretary of State of the State of Nevada on
      February 16, 2010 (incorporated by reference from our Current Report on
      Form 8-K, filed on February 23, 2010)


---

3.4
    Amended Bylaws (incorporated by reference from
      our Quarterly Report on Form 10-Q, filed on August 16, 2010)10.1
    Convertible Promissory Note with Asher
      Enterprises Inc. dated June 9, 2010 (incorporated by reference from our
      Quarterly Report on Form 10-Q, filed on August 16, 2010)10.2
    Amendment No. 1 to Convertible Promissory Note
      with Asher Enterprises Inc. dated July 12, 2010  (incorporated
      by reference from our Quarterly Report on Form 10-Q, filed on August 16,
      2010)10.3
    Amendment No. 2 to Convertible Promissory Note
      with Asher Enterprises Inc. dated October 5, 2010 (incorporated by
      reference from our Quarterly Report on Form 10-Q, filed on November 15,
      2010)10.4
    Subscription Agreement with Asher Enterprises
      Inc. dated July 12, 2010 (incorporated by reference from our Quarterly
      Report on Form 10-Q, filed on August 16, 2010)10.5
    Amendment No. 1 to Subscription Agreement with
      Asher Enterprises Inc. dated July 12, 2010  (incorporated by
      reference from our Quarterly Report on Form 10-Q, filed on August 16,
      2010)10.6
    2010 Stock Option Plan (incorporated by
      reference from our Quarterly Report on Form 10-Q, filed on November 15,
      2010)10.7
    Form of U.S. Stock Option Agreement
      (incorporated by reference from our Quarterly Report on Form 10-Q, filed
      on November 15, 2010)10.8
    Form of Non-U.S. Stock Option Agreement
      (incorporated by reference from our Quarterly Report on Form 10-Q, filed
      on November 15, 2010)31.1*
    Certification of Principal Executive Officer,
      Principal Financial Officer and Principal Accounting Officer filed
      pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*
    Certification of Principal Executive Officer,
      Principal Financial Officer and Principal Accounting Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200299.1
    Audit Committee Charter (incorporated by
  reference from our Annual Report on Form 10-K, filed on April 15, 2010)


* Filed herewith.

37

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

|/s/Jeffrey Todd                                                                                    | 
|-------------------------------------------------------------------------------------------------- | 
|By: Jeffrey Todd,
      President and Director                                                     | 
|(Principal Executive Officer, Principal Financial Officer,
      and Principal Accounting Officer) | 
|Dated: April 15, 2011                                                                              | 

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 registrant and in the capacities and on the dates indicated.

|/s/Jason Chan                                | 
|-------------------------------------------- | 
|By: Jason Chan,
      Secretary and Director | 
|Dated: April 15, 2011                        | 
|                                             | 
|/s/ Paul Taylor                              | 
|By: Paul Taylor, Director                    | 
|Dated: April 15, 2011                        | 
|                                             | 
|/s/ Larry Lucas                              | 
|By: Larry Lucas, Director                    | 
|Dated: April 15, 2011                        | 
|                                             | 
|/s/  Jeffrey Todd                            | 
|By: Jeffrey Todd, Director                   | 
|Dated: April 15, 2011                        | 

38

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