---

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, 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, 2009

or

[   ] 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 333-153243

KORE NUTRITION INCORPORATED(Exact name of registrant as specified in its charter)

|Nevada                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|2505 Anthem Village, Suite E-460,                                    |                                     
|Henderson, Nevada                                                    | 89052                               
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number, including area code
702.505.9797

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 [   ]    No [X]

- 1 -

---

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: $1,515,465.40 based on a price of
$0.05 per share multiplied by 30,309,308 shares held by non-affiliates as of
March 30, 2010. There were no trades of the common shares
of the issuer on
the OTC Bulletin Board until March 22, 2010. As a result, aggregate market value
has been determined by the issue price per share of the last private
placement of the issuer completed prior to June 30, 2009, being the last
business day of the registrants most recently completed second fiscal
quarter, whereby common shares were issued at $0.05 per share in June,
2007.

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.
63,596,432(1)shares of common stock as of
April 6, 2010.

(1)This number assumes the issuance of
32,167,124 shares to the shareholders of Go All In, Inc. and 1,000,000 shares to
Venturex Global Investment Corp. We are obligated to issue 2,000,000 shares
pursuant to a private placement that we completed on March 31, 2010; 200,000
shares pursuant to the conversion of a convertible note on March 31, 2010; and
3,257,876 shares to the shareholders of Go All In, Inc. as the balance of
the shares exchanged under the share exchange agreement. Assuming the issuance
of those shares, we would have 69,054,308 shares of our common stock issued
and outstanding. (see Item 201  Completion of Acquisition of Assets on our
Form 8-K filed on April 6, 2010)

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

- 2 -

---

EXPLANATORY NOTE

As previously reported in our Current Report on Form 8-K filed
on April 6, 2010, we completed a share exchange transaction with Go All In, Inc.
(All In), a private corporation, and the shareholders of All In that resulted
in All In becoming a wholly-owned subsidiary of our company and our companys
primary operating business as of March 31, 2010. The closing of the share
exchange transaction resulted in a change of control of our company. The share
exchange transaction was accounted for as a reverse acquisition and, as a
result, our companys (the legal acquirer) consolidated financial statements
will, in substance, be those of All In (the accounting acquirer), with the
assets and liabilities, and revenues and expenses, of our company being included
effective from the date of the closing of the share exchange transaction.
However, the share exchange transaction was not completed until March 31, 2010,
after the end of our companys most recent fiscal year on December 31, 2009.
Thus, we were required to file this Annual Report on Form 10-K for our business
activities prior to the closing of the share exchange transaction and as of
December 31, 2009. Although this Annual Report on Form 10-K includes
descriptions of the share exchange transaction and the business of the combined
entity after the closing of the share exchange agreement, the financial
statements and information included in connection therewith are only those of
our company, the legal acquirer, prior to the closing of the share exchange
transaction and as of December 31, 2009.

PART I

Forward-Looking Statements.

This annual report contains forward-looking statements.
Forward-looking statements are projections in respect of future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as may, should, intend, expect, plan,
anticipate, believe, estimate, predict, potential, or continue or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, including the risks in
the section entitled Risk Factors commencing on page 9, uncertainties and
other factors, which may cause our or our industrys actual results, levels of
activity or performance to be materially different from any future results,
levels of activity or performance expressed or implied by these forward-looking
statements. These risks and uncertainties include: a continued downturn in
international economic conditions; any adverse occurrence with respect to the
development or marketing of our drink products; any adverse occurrence with
respect to any of our licensing agreements; our ability to successfully bring
products to market; product development or other initiatives by our competitors;
fluctuations in the availability and cost of materials required to produce our
products; any adverse occurrence with respect to distribution of our products;
potential negative financial impact from claims, lawsuits and other legal
proceedings or challenges; and other factors beyond our control.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or performance. 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, All In.
Unless otherwise stated, $ refers to United States dollars.

ITEM 1. BUSINESS

General Development of the Business

Our principal executive offices are located at 2505 Anthem
Village, Suite E-460, Henderson, NV 89052, and our telephone number is
702.505.9797. Our common stock is quoted on the OTC Bulletin Board under the
symbol KORE.

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.

- 3 -

---

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.

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 February 26, 2010, we entered into a share exchange
agreement with All In. The closing of the agreement occurred on March 31, 2010.
Pursuant to the terms of the agreement, we agreed to 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, of which 30,687,124
shares of common stock were issued effective March 31, 2010. Assuming the
issuance of 35,425,000 shares to the shareholders of Go All In, Inc. and
1,000,000 shares to Venturex Global Investment Corp, the former shareholders of
All In own approximately 53.0% of our issued and outstanding common shares. As a
result of the closing of the share exchange agreement, All In became a
wholly-owned subsidiary of our company.

In connection with the closing of the agreement, Deanna Embury
and Katherine Rodgers 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 our company to Deanna Embury and Katherine Rodgers of
$40,000.

Description of Business Subsequent to the Acquisition of All
In

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 root beer. 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.

Energy Drinks

Our energy drinks are labeled ALL IN ENERGY DRINK. They are
specially formulated with adaptogenic herbs, vitamins and amino acids, which we
purport 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.

- 4 -

---

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.

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.

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.

- 5 -

---

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.

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 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;

- 6 -

---

- 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.

All In Energy Invitational Poker Tournament

In July 2008, we held the first All In Energy Invitational
Poker Tournament (AIPT). We did not hold a tournament in 2009 and have no
plans to hold one in 2010. The AIPT was designed as an incentive for poker
players and energy drink consumers to purchase our products as well as an
opportunity to increase exposure of our brand. In 2008, we conducted a customer
appreciation contest that awarded free entry to the AIPT to the top 1,000
purchasers of our products through our website. A separate sweepstakes contest
randomly selected 200 winners from customers and mail-in entrants. The 1,200
winners competed against each other for a cash prize. We may decide to host
similar tournament in the future.

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.

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.

- 7 -

---

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.

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.

- 8 -

---

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.

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.

- 9 -

---

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.

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 successfully and profitably
organize and host a poker tournament, our business may fail.

Although we are not intending to host a poker tournament this
  year, we have previously generated product sales through the bidding process
  as poker players purchase products through our website, hoping to win a seat
  in our tournament. If we decide to host another porker tournament, we may not
  generate enough revenue in sales to cover the prize money and other costs of
  the tournament and, as a result, our financial condition would be significantly
  negatively impacted. Further, we may announce that we are hosting a poker tournament
  but be unable to host the tournament for various reasons, including not being
  able to find a suitable venue or not having the resources required to host such
  a tournament. If we are unable to host an announced tournament, we may have
  to refund our customers for any products they have purchased and we may be sued
  for failing to host the tournament. The net effect of such events would likely
  be the loss of value of our brand name and the failure of our business.

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.

- 10 -

---

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 stockholder 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.

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.

- 11 -

---

Standards for compliance with Section 404 of the
Sarbanes-Oxley Act are complex, and if we fail to comply in a timely manner, our
business could be harmed and our stock price could decline.

Rules adopted by the SEC pursuant to Section 404 of the
Sarbanes-Oxley Act require an annual assessment of a public companys internal
control over financial reporting. While smaller reporting companies, such as our
company, are currently exempt from the requirement to have such assessment
attested by our independent registered public accountant, we believe that the
attestation requirement may begin to apply for our annual report for the 2010
fiscal year. The standards that must be met for management to assess the
internal control over financial reporting are complex, and require significant
documentation, testing and possible remediation to meet the detailed standards.
We may encounter problems or delays in completing activities necessary to make
an assessment of our internal control over financial reporting. In addition, we
may encounter problems or delays in completing the implementation of any
requested improvements and receiving an attestation of our assessment by our
independent registered public accountants. If we cannot assess our internal
control over financial reporting as effective, or our independent registered
public accountants are unable to provide an unqualified attestation report on
such assessment if required in the future, investor confidence and our share
value may be negatively impacted.

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. 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.

- 12 -

---

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 63,596,432 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.

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.

- 13 -

---

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 2505 Anthem Village, Suite
E-460, 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, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

ITEM 4. (REMOVED AND RESERVED).

- 14 -

---

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.OB.
Trading in stocks quoted on the OTC Bulletin Board is often thin and is
characterized by wide fluctuations in trading prices due to many factors that
may have little to do with a companys operations or business prospects. We
cannot assure you that there will be a market for our common stock in the
future.

OTC Bulletin Board securities are not listed or traded on the
floor of an organized national or regional stock exchange. Instead, OTC Bulletin
Board securities transactions are conducted through a telephone and computer
network connecting dealers in stocks. OTC Bulletin Board issuers are
traditionally smaller companies that do not meet the financial and other listing
requirements of a regional or national stock exchange.

Our common stock became eligible for quotation on the OTC
Bulletin Board on January 20, 2009. There were no trades of our common stock
until March 22, 2010. The closing price of our common stock on April 1, 2010 was
$0.45 per share.

Holders of our Common Stock

As of April 6, 2010, there were 53 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

As of April 14, 2010, we have not adopted any equity
compensation plans.

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, 2009.

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, 2009.

- 15 -

---

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.

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

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.

- 16 -

---

Liquidity and Capital Resources

Our financial position as at December 31, 2009 and December 31,
2008 and the changes for the years then ended are as follows:

Working Capital

|                    |   | As
      at  |   |   | As
      at  |  
|------------------- | - | ------------ | - | - | ------------ | -
|                    |   | December 31, |   |   | December 31, |  
|                    |   | 2009         |   |   | 2008         |  
|Current Assets      | $ | 126          |   | $ | 3,631        |  
|Current Liabilities |   | (182,005     | ) |   | (109,293     | )
|Working Capital     | $ | (181,879     | ) | $ | (105,662     | )

Our working capital deficiency increased from $105,662 at
December 31, 2008 to $181,879 at December 31, 2009 as a result of incurring
operational expenses during the period. We require additional significant funds
in order to eliminate our working capital deficiency and fund our plan of
operations.

Cash Flows

|                                            |   | Year Ended   |   |   | Year Ended   |  
|------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                            |   | December 31, |   |   | December 31, |  
|                                            |   | 2009         |   |   | 2008         |  
|Net cash used in Operating Activities       | $ | (40,491      | ) | $ | (60,048      | )
|Net cash provided in Financing Activities   |   | 39,099       |   |   | 38,829       |  
|Increase (Decrease) in Cash during the Year | $ | (1,392       | ) | $ | (21,219      | )
|Cash, Beginning of Year                     |   | 1,518        |   |   | 22,737       |  
|Cash, End of Year                           | $ | 126          |   | $ | 1,518        |  

During the year ended December 31, 2009, our net cash used in
operating activities decreased due to a decreased net loss for the year as
compared to the year ended December 31, 2008. During the year ended December 31,
2009, our net cash from financing activities increased over the prior period
ended December 31, 2008 due to loans from shareholders.

We will require additional funds to implement our growth
strategy and develop our business. The funds may be raised through equity
financing, debt financing, or other sources, which may result in further
dilution in the equity ownership of our shares. There is no assurance that we
will be able to maintain our operations at a level sufficient for an investor to
obtain a return on his or her investment in our common stock. Further, we may be
unprofitable.

There are no assurances that we will be able to obtain further
funds required for our continued operations. We intend to pursue various
financing alternatives to meet our immediate and long-term financial
requirements. There can be no assurance 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 additional financing
on a timely basis, we will be unable to conduct our operations as planned, and
we will not be able to meet our other obligations as they become due. In such
event, we will be forced to scale down or perhaps even cease our operations.

Results of Operations for the Fiscal Years ended December
31, 2009 and December 31, 2008

The following summary should be read in conjunction with our
audited financial statements for the years ended December 31, 2009 and 2008
included herein.

|                                   |   | Year Ended   |  |   | Year Ended   | 
|---------------------------------- | - | ------------ |  | - | ------------ | 
|                                   |   | December 31, |  |   | December 31, | 
|                                   |   | 2009         |  |   | 2008         | 
|Expenses                           | $ |              |  | $ |              | 
|General and administrative expense |   | 40,367       |  |   | 78,920       | 
|Compensation                       |   | 35,850       |  |   | 73,215       | 

- 17 -

---

|               |   | Year Ended   |  |   | Year Ended   | 
|-------------- | - | ------------ |  | - | ------------ | 
|               |   | December 31, |  |   | December 31, | 
|               |   | 2009         |  |   | 2008         | 
|Total expenses | $ | 76,217       |  | $ | 152,135      | 
|Net Loss       | $ | 76,217       |  | $ | 150,951      | 

Revenue

As of December 31, 2009, we had generated minimal revenues from
our business operations since inception.

Expenses

Our operating expenses for the year ended December 31, 2009
were $76,217 compared to $152,135 for the year ended December 31, 2008. This
decrease in operating expenses of $75,918 was primarily due to decreases in
professional fees and compensation.

Employees

Our company is currently operated by Deanna Embury, our
president, and Jason Chan, our secretary. Our company may hire employees when
circumstances warrant.

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, 2009, 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
United States generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying disclosures of our company. Although these estimates
are based on managements knowledge of current events and actions that our
company may undertake in the future, actual results may differ from such
estimates.

Use of Estimates

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

Basic and Diluted Loss Per Share

Our company computes loss per share in accordance with
Accounting Standards Codification (ASC) 260, Earnings per Share which
requires presentation of both basic and diluted earnings per share on the face
of the statement of operations. Basic loss per share is computed by dividing net
loss available to common shareholders by the weighted average number of
outstanding common shares during the period. Diluted loss per share gives effect
to all dilutive potential common shares outstanding during the period including
stock options and warrants using the treasury method. Dilutive loss per share
excludes all potential common shares if their effect is anti-dilutive.

- 18 -

---

Inventory

Inventory consists of finished goods held for resale and is
recorded at the lower of cost or net realizable value. Cost is determined on a
first in-first out basis.

Revenue Recognition and Accounts Receivable

Revenue for our company is recognized when persuasive evidence
of an arrangement exists, products are delivered, sales price is determinable,
and collection is reasonably assured. Our company currently does not allow for
product returns.

Our company establishes an allowance for doubtful accounts to
ensure accounts receivable are not overstated due to accounts that are not
collectible. Our company maintains a bad debt reserve based on a variety of
factors, including the age of the receivable, payment history, trends and
financial condition of customers, macroeconomic conditions, and significant
one-time events.

Development Stage Company

Our company complies with Accounting Standards Codification
(ASC) 915 Development Stage Entities in its characterization of our company
as a development stage enterprise.

Foreign Currency Translation

The financial statements are presented in United States
dollars. In accordance with Accounting Standards Codification (ASC) 830,
Foreign Currency Matters, foreign denominated monetary assets and liabilities
are translated into their United States dollar equivalents using foreign
exchange rates which prevailed at the balance sheet date. Revenue and expenses
are translated at average rates of exchange during the year. Gains or losses
resulting from foreign currency transactions are included in results of
operations.

Recent Accounting Pronouncements

Our company does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on our companys results
of operations, financial position or cash flow.

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

Not applicable.

- 19 -

---

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors Kore Nutrition Incorporated
(A Development Stage Company) Vancouver BC, Canada

We have audited the accompanying balance sheets of Kore
Nutrition Incorporated (Kore) as of December 31, 2009 and 2008, and the
related statements of operations, stockholders equity (deficit), and cash flows
for the year ended December 31, 2009, for the period from October 13, 2006
(Inception) to December 31, 2009. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these 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 Incorporated as of December 31, 2009 and 2008, and the results of its
operations and its cash flows for the years ended December 31, 2009 and 2008,
and for the period from October 13, 2006 (Inception) to December 31, 2009, in
conformity with accounting principles generally accepted in the United States of
America.

As discussed in Note 2 to the financial statements, the
Company's absence of significant revenues, recurring losses from operations, and
its need for additional financing in order to fund its projected loss in 2010
raise substantial doubt about its ability to continue as a going concern. The
2009 financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

/s/ LBB & Associates Ltd., LLP
  LBB & Associates Ltd., LLP 
  Houston, Texas 
  April 12,
2010

---

KORE NUTRITION INCORPORATED(A DEVELOPMENT STAGE
COMPANY)BALANCE SHEETS

|                                                                                                                                              |   | December 31, |   |   | December 31, |  
|--------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                                                                                                              |   | 2009         |   |   | 2008         |  
|ASSETS                                                                                                                                        |   |              |   |   |              |  
|                                                                                                                                              |   |              |   |   |              |  
|Current assets                                                                                                                                |   |              |   |   |              |  
|Cash                                                                                                                                          | $ | 126          |   | $ | 1,518        |  
|Accounts receivable, net of allowance
      of $0                                                                                             |   | -            |   |   | 218          |  
|Inventory                                                                                                                                     |   | -            |   |   | 1,895        |  
|Total current assets                                                                                                                          |   | 126          |   |   | 3,631        |  
|                                                                                                                                              |   |              |   |   |              |  
|Total assets                                                                                                                                  | $ | 126          |   | $ | 3,631        |  
|                                                                                                                                              |   |              |   |   |              |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                         |   |              |   |   |              |  
|                                                                                                                                              |   |              |   |   |              |  
|Accrued salaries and expense reimbursement
       related parties                                                                            | $ | 91,275       |   | $ | 55,884       |  
|Accounts payable and accrued liabilities                                                                                                      |   | 12,802       |   |   | 14,580       |  
|Short term related party loan                                                                                                                 |   | 25,626       |   |   | 25,844       |  
|Loans from shareholders                                                                                                                       |   | 52,302       |   |   | 12,985       |  
|Total current liabilities                                                                                                                     |   | 182,005      |   |   | 109,293      |  
|                                                                                                                                              |   |              |   |   |              |  
|Total liabilities                                                                                                                             |   | 182,005      |   |   | 109,293      |  
|                                                                                                                                              |   |              |   |   |              |  
|STOCKHOLDERS DEFICIT:                                                                                                                        |   |              |   |   |              |  
|Common stock, $.001 par value, 50,000,000 shares
      authorized, 14,294,490   issued and outstanding as of December
      31, 2009 and 2008 |   | 14,295       |   |   | 14,295       |  
|Additional paid in capital                                                                                                                    |   | 140,680      |   |   | 140,680      |  
|Deficit accumulated during the development stage                                                                                              |   | (336,854     | ) |   | (260,637     | )
|Total stockholdersdeficit                                                                                                                    |   | (181,879     | ) |   | (105,662     | )
|                                                                                                                                              |   |              |   |   |              |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                   | $ | 126          |   | $ | 3,631        |  

See accompanying summary of accounting policies and notes to
financial statements.

---

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

|                                          |   |              |   |   |              |   |   | October 13,  |  
|----------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | -
|                                          |   |              |   |   |              |   |   | 2006         |  
|                                          |   |              |   |   |              |   |   | (Inception)  |  
|                                          |   | Year ended   |   |   | Year ended   |   |   | through      |  
|                                          |   | December 31, |   |   | December 31, |   |   | December 31, |  
|                                          |   | 2009         |   |   | 2008         |   |   | 2009         |  
|                                          |   |              |   |   |              |   |   |              |  
|Revenues                                  | $ | -            |   | $ | 8,910        |   | $ | 12,525       |  
|                                          |   |              |   |   |              |   |   |              |  
|Cost of goods sold                        |   | -            |   |   | 7,726        |   |   | 10,578       |  
|                                          |   |              |   |   |              |   |   |              |  
|Gross profit                              |   | -            |   |   | 1,184        |   |   | 1,947        |  
|                                          |   |              |   |   |              |   |   |              |  
|General and administrative expenses:      |   |              |   |   |              |   |   |              |  
|General and administrative expenses       |   | 40,367       |   |   | 78,920       |   |   | 136,236      |  
|Compensation                              |   | 35,850       |   |   | 73,215       |   |   | 202,565      |  
|Total general and administrative expenses |   | 76,217       |   |   | 152,135      |   |   | 338,801      |  
|                                          |   |              |   |   |              |   |   |              |  
|                                          |   |              |   |   |              |   |   |              |  
|Net loss                                  | $ | (76,217      | ) | $ | (150,951     | ) | $ | (336,854     | )
|                                          |   |              |   |   |              |   |   |              |  
|Net loss per share:                       |   |              |   |   |              |   |   |              |  
|Basic and diluted                         | $ | (0.01        | ) | $ | (0.01        | ) |   |              |  
|                                          |   |              |   |   |              |   |   |              |  
|Weighted average shares outstanding:      |   |              |   |   |              |   |   |              |  
|Basic and diluted                         |   | 14,294,490   |   |   | 12,627,823   |   |   |              |  

See accompanying summary of accounting policies and notes to
financial statements.

---

KORE NUTRITION INCORPORATED(A DEVELOPMENT STAGE
COMPANY)STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)Period from October 13, 2006 (Inception) through December 31, 2009

|                                                                   |  |                      |  |   |            |  |   |                 |  |   | Deficit     |   |   |          |  
|------------------------------------------------------------------ |  | -------------------- |  | - | ---------- |  | - | --------------- |  | - | ----------- | - | - | -------- | -
|                                                                   |  |                      |  |   |            |  |   |                 |  |   | accumulated |   |   |          |  
|                                                                   |  |                      |  |   |            |  |   |                 |  |   | during the  |   |   |          |  
|                                                                   |  | Common
        stock |  |   | Additional |  |   | development     |  |   |             |  
|                                                                   |  | Shares               |  |   | Amount     |  |   | paid-in capital |  |   | stage       |   |   | Total    |  
|                                                                   |  |                      |  |   |            |  |   |                 |  |   |             |   |   |          |  
|                                                                   |  |                      |  |   |            |  |   |                 |  |   |             |   |   |          |  
|                                                                   |  |                      |  |   |            |  |   |                 |  |   |             |   |   |          |  
|Balance, October 13, 2006                                          |  | -                    |  | $ | -          |  | $ | -               |  | $ | -           |   | $ | -        |  
|                                                                   |  |                      |  |   |            |  |   |                 |  |   |             |   |   |          |  
|Issuance of common stock for services to
        founders          |  | 6,000,000            |  |   | 6,000      |  |   | -               |  |   | -           |   |   | 6,000    |  
|Issuance of common stock for cash                                  |  | 1,600,000            |  |   | 1,600      |  |   | 14,400          |  |   | -           |   |   | 16,000   |  
|Net loss                                                           |  | -                    |  |   | -          |  |   | -               |  |   | (19,919     | ) |   | (19,919  | )
|                                                                   |  |                      |  |   |            |  |   |                 |  |   |             |   |   |          |  
|Balance, December 31, 2006                                         |  | 7,600,000            |  |   | 7,600      |  |   | 14,400          |  |   | (19,919     | ) |   | 2,081    |  
|                                                                   |  |                      |  |   |            |  |   |                 |  |   |             |   |   |          |  
|Issuance of common stock for cash                                  |  | 1,694,490            |  |   | 1,695      |  |   | 25,030          |  |   | -           |   |   | 26,725   |  
|Net loss                                                           |  | -                    |  |   | -          |  |   | -               |  |   | (89,767     | ) |   | (89,767  | )
|                                                                   |  |                      |  |   |            |  |   |                 |  |   |             |   |   |          |  
|Balance, December 31, 2007                                         |  | 9,294,490            |  |   | 9,295      |  |   | 39,430          |  |   | (109,686    | ) |   | (60,961  | )
|Issuance of common stock in settlement of
        accounts payable |  | 5,000,000            |  |   | 5,000      |  |   | 101,250         |  |   | -           |   |   | 106,250  |  
|Net loss                                                           |  | -                    |  |   | -          |  |   | -               |  |   | (150,951    | ) |   | (150,951 | )
|                                                                   |  |                      |  |   |            |  |   |                 |  |   |             |   |   |          |  
|Balance, December 31, 2008                                         |  | 14,294,490           |  |   | 14,295     |  |   | 140,680         |  |   | (260,637    | ) |   | (105,662 | )
|Net loss                                                           |  | -                    |  |   | -          |  |   | -               |  |   | (76,217     | ) |   | (76,217  | )
|                                                                   |  |                      |  |   |            |  |   |                 |  |   |             |   |   |          |  
|Balance, December 31, 2009                                         |  | 14,294,490           |  | $ | 14,295     |  | $ | 140,680         |  | $ | (336,854    | ) | $ | (181,879 | )

See accompanying summary of accounting policies and notes to
financial statements.

---

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

|                                                                                           |   |              |   |   |              |   |   | October 13,  |  
|------------------------------------------------------------------------------------------ | - | ------------ | - | - | ------------ | - | - | ------------ | -
|                                                                                           |   |              |   |   |              |   |   | 2006         |  
|                                                                                           |   |              |   |   |              |   |   | (Inception)  |  
|                                                                                           |   | Year Ended   |   |   | Year Ended   |   |   | through      |  
|                                                                                           |   | December 31, |   |   | December 31, |   |   | December 31, |  
|                                                                                           |   | 2009         |   |   | 2008         |   |   | 2009         |  
|                                                                                           |   |              |   |   |              |   |   |              |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                       |   |              |   |   |              |   |   |              |  
|Net loss                                                                                   | $ | (76,217      | ) | $ | (150,951     | ) | $ | (336,854     | )
|Adjustments to reconcile net deficit to cash
      used by operating 
         activities: |   |              |   |   |              |   |   |              |  
|Stock issued for services                                                                  |   |              |   |   |              |   |   |              |  
|                                                                                           |   | -            |   |   | -            |   |   | 6,000        |  
|Change in non-cash working capital item
      related to operations                        |   |              |   |   |              |   |   |              |  
|Accounts receivable                                                                        |   | 218          |   |   | 2,011        |   |   | -            |  
|Accounts payable and accrued
      liabilities                                             |   | (1,778       | ) |   | 14,580       |   |   | 12,802       |  
|Accrued salaries and expense reimbursements-related
      parties                          |   | 35,391       |   |   | 73,215       |   |   | 197,525      |  
|Inventory                                                                                  |   | 1,895        |   |   | 1,097        |   |   | -            |  
|                                                                                           |   |              |   |   |              |   |   |              |  
|CASH FLOWS USED IN OPERATING ACTIVITIES                                                    |   | (40,491      | ) |   | (60,048      | ) |   | (120,527     | )
|                                                                                           |   |              |   |   |              |   |   |              |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                       |   |              |   |   |              |   |   |              |  
|                                                                                           |   |              |   |   |              |   |   |              |  
|Proceeds from sale of common
      stock                                                   |   | -            |   |   | -            |   |   | 42,725       |  
|Short term related party loan                                                              |   | (218         | ) |   | 25,844       |   |   | 25,626       |  
|Loans from shareholders                                                                    |   | 39,317       |   |   | 12,985       |   |   | 52,302       |  
|                                                                                           |   |              |   |   |              |   |   |              |  
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                                                |   | 39,099       |   |   | 38,829       |   |   | 120,653      |  
|                                                                                           |   |              |   |   |              |   |   |              |  
|                                                                                           |   |              |   |   |              |   |   |              |  
|NET INCREASE (DECREASE) IN CASH                                                            |   | (1,392       | ) |   | (21,219      | ) |   | 126          |  
|Cash, beginning of period                                                                  |   | 1,518        |   |   | 22,737       |   |   | -            |  
|Cash, end of period                                                                        | $ | 126          |   | $ | 1,518        |   | $ | 126          |  
|                                                                                           |   |              |   |   |              |   |   |              |  
|SUPPLEMENTAL CASH FLOW                                                                     |   |              |   |   |              |   |   |              |  
|INFORMATION                                                                                |   |              |   |   |              |   |   |              |  
|Interest paid                                                                              | $ | -            |   | $ | -            |   | $ | -            |  
|Income taxes paid                                                                          | $ | -            |   | $ | -            |   | $ | -            |  
|NON CASH TRANSACTIONS                                                                      |   |              |   |   |              |   |   |              |  
|Shares issued in settlement of
      debt                                                  | $ | -            |   | $ | 106,250      |   | $ | 106,250      |  

See accompanying summary of accounting policies and notes to
financial statements.

---

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

NOTE 1  SUMMARY OF ACCOUNTING POLICIES

Nature of Business

Kore Nutrition Incorporated (Kore or the Company) was
incorporated in Nevada on October 13, 2006. As of the closing of the share
exchange agreement, the Company is engaged in the business of developing,
producing, and selling non-alcoholic beverages. Specifically, the Company has
developed and is currently selling bottled water and three energy drinks. The
Company associates their products with professional poker, and sports endurance
events overall, by securing the endorsements of professional poker players,
sponsoring poker tournaments, and hosting our their branded poker
tournament.

Use of Estimates

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

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with
Accounting Standards Codification (ASC) 260, Earnings per Share which
requires presentation of both basic and diluted earnings per share on the face
of the statement of operations. Basic loss per share is computed by dividing net
loss available to common shareholders by the weighted average number of
outstanding common shares during the period. Diluted loss per share gives effect
to all dilutive potential common shares outstanding during the period including
stock options and warrants using the treasury method. Dilutive loss per share
excludes all potential common shares if their effect is anti-dilutive.

Inventory

Inventory consists of finished goods held for resale and is
recorded at the lower of cost or net realizable value. Cost is determined on a
first in-first out basis.

Revenue Recognition and Accounts Receivable

Revenue for the Company will be recognized when persuasive
evidence of an arrangement exists, products are delivered, sales price is
determinable, and collection is reasonably assured. The Company currently does
not allow for product returns.

The Company will establish an allowance for doubtful accounts
to ensure accounts receivable are not overstated due to accounts that are not
collectible. The Company will maintain a bad debt reserve based on a variety of
factors, including the age of the receivable, payment history, trends and
financial condition of customers, macroeconomic conditions, and significant
one-time events.

Development Stage Company

The Company complies with Accounting Standards Codification
(ASC) 915 Development Stage Entities in its characterization of the Company
as a development stage enterprise.

Recent Accounting Pronouncements

Kore does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Companys results of
operations, financial position or cash flow.

F-8

---

Foreign Currency Translation

The financial statements are presented in United States
dollars. In accordance with Accounting Standards Codification (ASC) 830,
Foreign Currency Matters, foreign denominated monetary assets and liabilities
are translated into their United States dollar equivalents using foreign
exchange rates which prevailed at the balance sheet date. Revenue and expenses
are translated at average rates of exchange during the year. Gains or losses
resulting from foreign currency transactions are included in results of
operations.

The Company has evaluated subsequent events for recognition or
disclosure through the date these financial statements were issued.

NOTE 2 - GOING CONCERN

Kore has recurring losses and has a deficit accumulated during
the development stage of $336,854 and negative working capital of $181,879 as of
December 31, 2009. Kore's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. Without realization of additional capital and achievement of
profitable operations, Kore may be unlikely to continue as a going concern.
Kore's management plans on raising cash from public or private debt or equity
financing, on an as needed basis. Kore's ability to continue as a going concern
is dependent on these additional cash financings, and, ultimately, upon
achieving profitable operations through the development of mineral
interests.

NOTE 3  INCOME TAXES

Kore follows Accounting Standards Codification (ASC) 740,
Income Taxes. Deferred income taxes reflect the net effect of (a) temporary
difference between carrying amounts of assets and liabilities for financial
purposes and the amounts used for income tax reporting purposes, and (b) net
operating loss carryforwards. No net provision for refundable Federal income tax
has been made in the accompanying statement of loss because no recoverable taxes
were paid previously. Similarly, no deferred tax asset attributable to the net
operating loss carryforward has been recognized, as it is not deemed likely to
be realized.

The provision for refundable Federal income tax consists of the
following:

|                                               |   | December 31, |   |   | December 31, |  
|---------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                               |   | 2009         |   |   | 2008         |  
|Refundable Federal income tax attributable to: |   |              |   |   |              |  
|Current operations                             | $ | 14,000       |   | $ | 51,300       |  
|Less, change in valuation allowance            |   | (14,000      | ) |   | (51,300      | )
|Net refundable amount                          | $ | -            |   | $ | -            |  

The effective tax rate of 0% differs from the 34% statutory
rate in 2009 and 2008 due to the existence of a valuation allowance.

The cumulative tax effect at the expected rate of 34% of
significant items comprising our net deferred tax amount is as follows:

|                                     |   | December 31, |   |   | December 31, |  
|------------------------------------ | - | ------------ | - | - | ------------ | -
|                                     |   | 2009         |   |   | 2008         |  
|Deferred tax asset attributable to:  |   |              |   |   |              |  
|Net operating loss
        carryover | $ | 83,000       |   | $ | 88,600       |  
|Less, valuation allowance            |   | (83,000      | ) |   | (88,600      | )
|Net deferred tax asset               | $ | -            |   | $ | -            |  
|

At December 31, 2009, Kore had an unused net operating loss
carryover approximating $246,000 available to offset future taxable income; it
expires beginning in 2027

NOTE 4  LOANS FROM SHAREHOLDERS

The amounts due to shareholders are unsecured non-interest
bearing and have no specified terms of repayment.

F-9

---

NOTE 5  SHORT TERM LOAN-RELATED PARTY

The short term loan payable bears interest at 6% per annum and
has no specified terms of repayment.

NOTE 6  COMMON STOCK

At inception, Kore issued 6,000,000 shares of stock to its
founding shareholder for services valued at $6,000.

During the period ended
  December 31, 2007, Kore issued 1,600,000 shares of stock for $16,000 cash.

During the year ended December 31, 2007, Kore issued 1,694,490 shares of stock
  for $26,725 cash.

In April 2008, Kore issued 5,000,000 shares of common stock to
officers as settlement for unpaid salaries of $106,250.

NOTE 7  RELATED PARTY TRANSACTIONS

The founding shareholder has agreed to advance Kore monies
until an offering is completed.

In November 2006 the Company entered into two employment
agreements with the directors of the Company. The agreements were to expire in
October 2008 but have been continued on a month to month basis at the same terms
through June 2009. The directors will be compensated $50,000 and $25,000 per
year, respectively. In April 30, 2008, Kore issued 5,000,000 shares of common
stock to officers as settlement for unpaid salaries of $106,250 (salaries earned
through March 2008), resulting in accrual of $55,884 as at December 31,
2008.

During the year ended 2009, the Company recorded $35,850 in
accrued salaries resulting in accrued salaries and expense reimbursement to
related parties of $91,275 as at December 31, 2009.

Kore neither owns nor leases any real or personal property, an
officer has provided office services without charge. Such costs are immaterial
to the financial statements and accordingly are not reflected herein. The
officers and directors are involved in other business activities and most likely
will become involved in other business activities in the future.

NOTE 8  SUBSEQUENT EVENTS

Subsequent to year end, 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.

On February 26, 2010, the Company entered into a share exchange
agreement with Go All In, Inc. (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 All In from the
shareholders of All In in exchange for the issuance by the Company to the
shareholders of All In of an aggregate of 35,425,000 shares of the Companys
common stock, on a pro rata basis, of which 30,687,124 shares of common stock
were issued effective March 31, 2010. Assuming the issuance of 35,425,000 shares
to the shareholders of Go All In, Inc. and 1,000,000 shares to Venturex Global
Investment Corp, the former shareholders of 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, All In became a wholly-owned subsidiary of the
Company.

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 not presented retroactively in the
accompanying financial statements.

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 our common stock at the conversion price of $0.50 per share effective March 31, 2010.

In connection with the entry into the share exchange agreement with All In, on February 26, 2010, the Company loaned to All In $150,000 by way of a bridge loan pursuant to the terms of a promissory note which bears interest at the rate of 7.5% per month. The bridge loan is repayable on September 1, 2010. In the event that All In has not repaid the entire principal amount of the note and all accrued interest thereon by September 1, 2010, the Company will have the right to convert any outstanding principal and accrued interest into common shares in the capital of All In at the conversion price of $0.50 per share. As stated above, the share exchange agreement closed on March 31, 2010 whereby All In became a wholly-owned subsidiary of the Company.

F-10

---

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. Deanna Embury remains as a director of
the Company 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 2,000,000 units at a price of
$0.50 per unit for gross proceeds of $1,000,000. 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 All In to Venturex.

On March 31, 2010, the Company paid Deanna Embury $22,500 in
complete satisfaction of all debt owed by the Company to Deanna Embury.

F-11

---

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

None.

ITEM 9A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commissions rules and forms and that
such information is accumulated and communicated to our management, including
our Chief Executive Officer, as appropriate, to allow for timely decisions
regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management is required to apply
its judgment in evaluating the cost-benefit relationship of possible controls
and procedures. Our disclosure controls and procedures were designed to provide
reasonable assurance that the controls and procedures would meet their
objectives.

As required by SEC Rule 13a-15(b), our management carried out
an evaluation, with the participation of our Chief Executive, of the
effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this report. Based on the
foregoing, our Chief Executive Officer concluded that our disclosure controls
and procedures were effective at the reasonable assurance level.

Internal Control over Financial Reporting

Managements Annual Report on Internal Control over
Financial Reporting

Management is responsible for establishing and maintaining
adequate internal control over our financial reporting. 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 assets that could have a material effect on
our financial statements. Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements.

In order to evaluate the effectiveness of internal control over
financial reporting, as required by Section 404 of the Sarbanes-Oxley Act,
management has conducted an assessment, including testing, using the criteria in
Internal Control  Integrated Framework, issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).

Management has used the framework set forth in the report
entitled Internal Control-Integrated Frameworkpublished by the Committee
of Sponsoring Organizations of the Treadway Commission, known as COSO, to
evaluate the effectiveness of our internal control over financial reporting.
Based on this assessment, management has concluded that our internal control
over financial reporting was effective as of December 31, 2009.

- 20 -

---

This annual report does not include an attestation report of
our independent registered public accounting firm regarding internal control
over financial reporting. Our managements report on internal control over
financial reporting was not subject to attestation by our independent registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only managements report in this
annual report.

Changes in Internal Control over Financial Reporting

There has been no change in our internal controls over
financial reporting during our most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

- 21 -

---

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers

As of April 14, 2010, 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 Appointed
|------------- | ---------------------------- | --- | -------------------------------
|              |                              |     |                                
|Deanna Embury | President and
      Director | 34  | October 13,
      2006         
|              |                              |     |                                
|Jason Chan    | Secretary and
      Director | 28  | March 31, 2010                 
|              |                              |     |                                
|Jeffrey Todd  | Director                     | 44  | March 31, 2010                 
|              |                              |     |                                
|Larry Lucas   | Director                     | 58  | March 31, 2010                 
|              |                              |     |                                
|Paul Taylor   | Director                     | 55  | 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

Deanna Embury, President and Director

Deanna Embury has been the president and a director of our
company since October 13, 2006. Ms. Embury is the co-founder and president of
Licious Living, Inc., a private company that retails and delivers healthy meals
and snacks. Founded in 2002, Licious Living Inc. has operations in Vancouver,
British Columbia and Toronto, Ontario. Ms. Embury brings over twelve years of
business experience to Kore Nutrition. She holds a Masters of Business
Administration from the Edinburgh Business School and a Bachelor of Arts from
the University of British Columbia.

Jeffrey Todd, 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.

- 22 -

---

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.

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.

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.

Involvement in Certain Legal Proceedings

We are not aware of any legal proceedings in which any director
or officer, any proposed director or officer or any owner of record or
beneficial owner of more than 5% of any class of voting securities of our
company, or any affiliate of any such director or officer, proposed director or
officer or security holder, is a party adverse to our company or has a material
interest adverse to our company.

Audit Committee

Our companys audit committee is composed of Deanna Embury, who
is 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 registered chartered 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.

- 23 -

---

Nomination Procedures For Appointment of Directors

As of April 6, 2010, 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.

Code of Ethics

As of April 6, 2010, 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 intend to adopt a code of ethics in the second quarter of 2010.

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, 2009, 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, 2009 and December 31, 2008 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
        TABLE                                      
|------------------------------------------------------------------------
|Nameand PrincipalPosition                                               
|Deanna Embury 
        President and 
        Director(1)               
|Katherine Rodgers 
        Secretary, Treasurer 
        and Director(2)

|(1) | Deanna Embury was appointed as our president and director
      on October 13, 2006.                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                            
|(2) | Katherine Rodgers was appointed as our secretary,
      treasurer and director on October 13, 2006 and resigned as an officer and
      directors effective March 31, 2010.

- 24 -

---

|(3) | Effective November 1, 2006, we entered into employment
      agreements with Deanna Embury and Katherine Rodgers regarding their
      respective director and officer services. Pursuant to the agreements we
      agreed to compensate Ms. Embury and Ms. Rodgers at the rate of $50,000 and
      $25,000 per year, respectively. The agreements were to expire on October
      31, 2008, but have been extended on a month to month basis on the same
      terms through June 2009. In accordance with the agreements, on April 30,
      2008, we issued 3,000,000 shares of common stock to Ms. Embury and
      2,000,000 common shares to Ms. Rodgers at the $0.02 per share in full
      settlement of unpaid salaries of $106,250 (salaries earned through March
      2008), resulting in accrual of unpaid salaries to Ms. Embury and Ms.
      Rodgers of $55,884 as at December 31, 2008. In connection with the closing
      of the share exchange agreement on March 31, 2010, Ms. Embury and Ms.
      Rodgers entered into return to treasury agreements with our company
      whereby they agreed to cancel an aggregate of 101,080,000 restricted
      shares of our common stock, in consideration for an aggregate payment by
      our company of $40,000.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(4) | Accrued from January 1, 2009 to June 30,
  2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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

Effective November 1, 2006, we entered into an employment
agreement with Deanna Embury regarding her director and officer services.
Pursuant to the agreement, we agreed to compensate Ms. Embury at the rate of
$50,000 per year. The agreement was to expire on October 31, 2008, but has been
extended on a month to month basis on the same terms through June 2009. In
accordance with the agreement, on April 30, 2008, we issued 3,000,000 shares of
common stock to Ms. Embury at the $0.02 per share in full settlement of unpaid
salaries of $70,833.32 (salaries earned through March 2008), resulting in
accrual of unpaid salaries to Ms. Embury of $37,256 as at December 31, 2008.

Effective November 1, 2006, we entered into an employment
agreement with Katherine Rodgers regarding her director and officer services.
Pursuant to the agreement, we agreed to compensate Ms. Rodgers at the rate of
$25,000 per year. The agreement was to expire on October 31, 2008, but has been
extended on a month to month basis on the same terms. In accordance with the
agreement, on April 30, 2008, we issued 2,000,000 common shares to Ms. Rodgers
at the $0.02 per share in full settlement of unpaid salaries of $35,416.67
(salaries earned through March 2008), resulting in accrual of unpaid salaries to
Ms. Rodgers of $18,628 as at December 31, 2008. Effective March 31, 2010, Ms.
Rodgers resigned as a director and officer of our company and this agreement has
been terminated.

In connection with the closing of the share exchange agreement
on March 31, 2010, Ms. Embury and Ms. Rodgers entered into return to treasury
agreements with our company whereby they agreed to cancel an aggregate of
101,080,000 restricted shares of our common stock, in consideration for an
aggregate payment by our company of $40,000.

Outstanding Equity Awards at Fiscal Year-End

As at December 31, 2009, we had not adopted any equity
compensation plan and no stock, options, or other equity securities were awarded
to our executive officers.

Aggregated Option Exercises

There were no options granted or exercised by any officer or
director of our company during the twelve month period ended December 31,
2009.

- 25 -

---

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

We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director. During the year ended
December 31, 2009, no director received and/or accrued any compensation for
their services as a director, including committee participation and/or special
assignments.

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.

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

Principal Stockholders

The following table sets forth, as of March 31, 2010, 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
March 31, 2010, there were no shareholders 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             | Common         | -                                            | -                           
|Jason Chan Secretary and Director c/o 2505 Anthem
      Village, Suite E-460, Henderson, NV 89052 | Common         | 450,374                                      | 0.7%                        
|Larry Lucas Director c/o 2505 Anthem Village, Suite
      E-460, Henderson, NV 89052              | Common         | -                                            | -                           
|Paul Taylor Director c/o 2505 Anthem Village, Suite
      E-460, Henderson, NV 89052              | Common         | -                                            | -                           

- 26 -

---

|Name and Address of
      Beneficial Owner                                                        | Title of Class | Amount and Nature of Beneficial Ownership(1) | Percentage of
      Class(2)
|------------------------------------------------------------------------------------------------- | -------------- | -------------------------------------------- | ----------------------------
|Deanna Embury President and Director 1721  938
      Smithe Street Vancouver, BC, Canada V6Z 3H8 | Common         | 100,000                                      | 0.2%                        
|All officers and directors as a group (5
      persons)                                           | Common         | 550,374                                      | 0.9%                        

|(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.                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2) | Assuming the cancellation of 101,080,000 shares held by
      Deanna Embury and Katherine Rodgers and the issuance of 32,167,124 shares
      to the shareholders of All In and 1,000,000 shares to Venturex Global
      Investment Corp., we would have 63,596,432 shares of our common stock
      issued and outstanding, which is the number of issued and outstanding
      shares used to calculate the percentages in the above table. We are
      obligated to issue 2,000,000 shares pursuant to a private placement that
      we completed on March 31, 2010; 200,000 shares pursuant to the conversion
      of a convertible note on March 31, 2010; and 3,257,876 shares to the
      shareholders of All In as the balance of the shares exchanged under the
      share exchange agreement (see Item 2.01  Completion of Acquisition of
      Assets). Assuming the issuance of those shares, we would have 69,054,308
      shares of our common stock issued and outstanding.

Changes in Control

As a result of the closing of the share exchange agreement with
All In, we experienced a change of control, as a majority of new directors were
appointed to our board. In addition, 101,080,000 restricted shares of our common
stock held by our former officers, who were previously controlling shareholders
of our company, were returned to treasury and cancelled in connection with the
closing of the share exchange agreement. We have no shareholders holding more
than 5% of our common stock as of March 31, 2010.

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, 2009, 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.

Effective November 1, 2006, we entered into an employment
agreement with Deanna Embury regarding her director and officer services.
Pursuant to the agreement, we agreed to compensate Ms. Embury at the rate of
$50,000 per year. The agreement was to expire on October 31, 2008, but has been
extended on a month to month basis on the same terms. In accordance with the
agreement, on April 30, 2008, we issued 3,000,000 shares of common stock to Ms.
Embury at the $0.02 per share in full settlement of unpaid salaries of
$70,833.32 (salaries earned through March 2008), resulting in accrual of unpaid
salaries to Ms. Embury of $37,256 as at December 31, 2008.

Effective November 1, 2006, we entered into an employment
agreement with Katherine Rodgers regarding her director and officer services.
Pursuant to the agreement, we agreed to compensate Ms. Rodgers at the rate of
$25,000 per year. The agreement was to expire on October 31, 2008, but has been
extended on a month to month basis on the same terms. In accordance with the
agreement, on April 30, 2008, we issued 2,000,000 common shares to Ms. Rodgers at the $0.02 per share in full settlement of
unpaid salaries of $35,416.67 (salaries earned through March 2008), resulting in
accrual of unpaid salaries to Ms. Rodgers of $18,628 as at December 31, 2008.
Effective March 31, 2010, Ms. Rodgers resigned as a director and officer of our
company and this agreement has been terminated.

- 27 -

---

In connection with the closing of the share exchange agreement
on March 31, 2010, Ms. Embury and Ms. Rodgers entered into return to treasury
agreements with our company whereby they agreed to cancel an aggregate of
101,080,000 restricted shares of our common stock, in consideration for an
aggregate payment by our company of $40,000.

Corporate Governance

Director Independence

Paul Taylor, Jason Chan 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. Deanna Embury, and Jeffrey Todd are not
independent directors.

Audit Committee

The Companys audit committee is composed of Deanna Embury, who
is 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 registered chartered 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

Other than the share exchange transaction, as described in
detail under the heading Item 1. Business  General Development of the
Business, none of our independent directors entered into any transaction,
relationship or arrangement during the year ended January 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).

- 28 -

---

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 three 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.

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 five members
consisting of Jeffrey Todd, Jason Chan, Larry Lucas, Paul Taylor, and Deanna
Embury. We have determined that Deanna Embury 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.

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.

- 29 -

---

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).

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.

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.

- 30 -

---

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit fees

The aggregate fees billed by LBB & Associates Ltd., LLP for
the completed fiscal periods ended December 31, 2009 and December 31, 2008 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,
      2009 | Year Ended December 31,
      2008
|--------------------------------- | ---------------------------------- | ----------------------------------
|Audit Fees and Audit Related Fees | $18,420                            | $14,500                           
|Tax Fees                          | -                                  | -                                 
|All Other Fees                    | -                                  | -                                 
|Total                             | $18,420                            | $14,500                           

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 LBB & Associates Ltd., LLP and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
LBB & Associates Ltd., LLP.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

|Exhibit Number | Description of Exhibit                                                                                                                                                                                                                           
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            | 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)
|10.1           | Employment Agreement with Deanna Embury (incorporated by
      reference from our Form S-1 Registration Statement, filed on August 29,
      2008)                                                                                               

- 31 -

---

|10.2  | Employment Agreement with
          Katherine Rodgers (incorporated by reference from our Form S-1 Registration
          Statement, filed on August 29, 2008)                                                                                   
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3  | Share Exchange Agreement dated
          February 26, 2010 among our company, Go All In, Inc. and the shareholders
          of Go All In, Inc. (incorporated by reference from our Current Report
          on Form 8-K, filed on March 4, 2010)
|10.4  | Promissory Note and Security
          Agreement dated February 26, 2010 amount our company and Go All In,
          Inc. (incorporated by reference from our Current Report on Form 8-K,
          filed on March 4, 2010)                      
|10.5  | Form of Convertible Promissory
          Note, dated effective as of February 22, 2010 (incorporated by reference
          from our Current Report on Form 8-K, filed on April 6, 2010)                                                         
|10.6  | Form of Unit Subscription
          Agreement, dated effective as of March 31, 2010 (incorporated by reference
          from our Current Report on Form 8-K, filed on April 6, 2010)                                                            
|10.7  | Assumption Agreement among
          our company, Go All In, Inc. and Venturex Global Investment Corp., dated
          March 31, 2010 (incorporated by reference from our Current Report on
          Form 8-K, filed on April 6, 2010)         
|10.8  | Debt Settlement Subscription
          Agreement among our company and Venturex Global Investment Corp., dated
          March 31, 2010 (incorporated by reference from our Current Report on
          Form 8-K, filed on April 6, 2010)        
|10.9  | Form of Lock Up Agreement
          among our company and certain shareholders of Go All In, Inc., dated
          March 31, 2010 (incorporated by reference from our Current Report on
          Form 8-K, filed on April 6, 2010)              
|10.10 | Escrow Agreement among our
          company and certain shareholders of Go All In, Inc., dated March 31,
          2010 (incorporated by reference from our Current Report on Form 8-K,
          filed on April 6, 2010)                       
|10.11 | Return to Treasury Agreement
          between our company and Deanna Embury, dated March 31, 2010 (incorporated
          by reference from our Current Report on Form 8-K, filed on April 6,
          2010)                                   
|10.12 | Return to Treasury Agreement
          between our company and Katherine Rodgers, dated March 31, 2010 (incorporated
          by reference from our Current Report on Form 8-K, filed on April 6,
          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 2002                                         
|32.1* | 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 2002
|99.1* | Audit
          Committee Charter                                                                                                                                                                                                                

* Filed herewith.

- 32 -

---

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/ Deanna
Embury*By:
Deanna Embury, President and Director (Principal Executive Officer and
Principal Financial Officer) Dated: April 14, 2010

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/ Deanna
EmburyBy:
Deanna Embury, President and Director Dated: April 14, 2010

/s/ Jason
ChanBy:
Jason Chan, Secretary and Director Dated: April 14, 2010

/s/ Paul
Taylor By: Paul Taylor, Director Dated: April 14, 2010

/s/ Larry Lucas 
By: Larry Lucas, Director 
Dated: April 14, 2010

/s/ Jeffrey Todd 
By: Jeffrey Todd, Director 
Dated: April 14, 2010

- 33 -

---