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EX-10.2 - EXHIBIT 10.2 - Crown Alliance Capital Ltdex10_2.htm
EX-10.1 - EXHIBIT 10.1 - Crown Alliance Capital Ltdex10_1.htm
EX-5.1 - EXHIBIT 5.1 - Crown Alliance Capital Ltdex5_1.htm
EX-23.1 - EXHIBIT 23.1 - Crown Alliance Capital Ltdex23_1.htm
UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1 /A
Amendment No. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

KINETIC  RESOURCES CORP.
(Exact name of Registrant as specified in its charter)
 
Nevada
1000
27-2089124
(State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)  
(I.R.S. Employer Identification Number)
 
Josefa Ortiz de Dominguez,
#52, Bucerias, Nayarit, Mexico
 
 
 
(Name and address of principal executive offices)  
 
(Zip Code)
     
Registrant's telephone number, including area code:   775-636-6937 OR 52-329-298-3649  
     
50 West Liberty Street, Suite 880
Reno, Nevada
 
 
89501
(Name and address of agent for service of process)
 
(Zip Code)
     
Telephone number of agent for service of process:  (775) 636-6937
 
     
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
 
If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box |X|

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|__|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|__|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|__|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer |__|                                                                           Accelerated filer |__|

Non-accelerated filer |__|                                                                Smaller reporting company |X|
 
CALCULATION OF REGISTRATION FEE
 
TITLE OF EACH
CLASS OF
SECURITIES
TO BE
REGISTERED
AMOUNT TO BE
REGISTERED
PROPOSED
MAXIMUM
OFFERING 
PRICE PER
SHARE (1)
PROPOSED
MAXIMUM
AGGREGATE
OFFERING
PRICE (2)
AMOUNT OF
REGISTRATION
FEE
Common Stock
1,085,000
$0.015 
$16,275
$1.16
 
(1)
This price was arbitrarily determined by Kinetic Resources Corp.
(2)  
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
 
COPIES OF COMMUNICATIONS TO:
The Law Offices of Ryan Alexander
Attn: Ryan Alexander
520 S. 4th St., Suite 340
Las Vegas, NV 89101
 

SUBJECT TO COMPLETION, Dated October 21 , 2010
 PROSPECTUS
KINETIC RESOURCES CORP.
1,085,000
SHARES OF COMMON STOCK
INITIAL PUBLIC OFFERING

The selling shareholders named in this prospectus are offering up to 1,085,000 shares of common stock offered through this prospectus.  We will not receive any proceeds from this offering and have not made any arrangements for the sale of these securities.  We have, however, set an offering price for these securities of $0.015 per share.  We will use our best efforts to maintain the effectiveness of the resale registration statement from the effective date through and until all securities registered under the registration statement have been sold or are otherwise able to be sold pursuant to Rule 144 promulgated under the Securities Act of 1933.

 
Offering Price
Underwriting Discounts and Commissions
Proceeds to Selling
Shareholders
Per Share
$0.015
None
$0.015
Total
$16,275
None
$16,275

Our common stock is presently not traded on any market or securities exchange.  The sales price to the public is fixed at $0.015 per share until such time as the shares of our common stock are traded on the Over-The-Counter Bulletin Board (“OTCBB”), which is sponsored by the Financial Industry Regulatory Authority (“FINRA”), formerly known as the National Association of Securities Dealers or NASD. The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information.  Although we intend to apply for quotation of our common stock on the FINRA Over-The-Counter Bulletin Board through a market maker, public trading of our common stock may never materialize.  If our common stock becomes traded on the FINRA Over-The-Counter Bulletin Board, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the selling shareholders.

The purchase of the securities offered through this prospectus involves a high degree of risk.  See section of this Prospectus entitled "Risk Factors" on page 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  The prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The Date of This Prospectus Is:  October 21 , 2010
 
 
Table of Contents
 
7
9
 
 
 
 

Kinetic Resources Corp.

We were incorporated on March 4, 2010, under the laws of the state of Nevada.  We are in the business of mineral exploration and own the rights to explore property on which there have been mine workings in previous years.  On July 28, 2010, our wholly owned subsidiary,  KRC Exploration LLC, a Nevada limited liability company, (“KRC”)  entered into a Property Option Agreement (the “Property Option Agreement”) with American Mining Corporation (“American”) to acquire an option to purchase a 100% interest in the Young America Mine group of Mineral Claims (the “YAM Claims”).
 
Under the terms of the Property Option Agreement between American and KRC, we acquired an option to acquire a 100% interest in the mineral rights for the YAM Claims currently held by American for an initial payment of $4,000. American holds only the mineral rights to the YAM Claims as the YAM Claims are on Bureau of Land Management managed land.  Thus, we do not have the right to purchase the real property rights for the land underlying the YAM Claims.  In order to exercise the option, we must pay the following monies to American and make the following expenditures on the YAM Claims by the following dates:
 
·  
Payments to American
o  
$4,000 on or before August 31, 2011;
o  
$20,000 on or before August 31, 2012; and
o  
$100,000 on or before August 31, 2013.
 
·  
Exploration Expenditures
o  
$15,000 in aggregate exploration expenditures prior to August 31, 2012;
o  
$50,000 in aggregate exploration expenditures prior to August 31, 2013; and
o  
$180,000 in aggregate exploration expenditures prior to August 31, 2014.
 
We will either satisfy the payment terms of the Property Option Agreement in the time frame provided, thereby resulting in us exercising this option or we will fail to satisfy the payment terms and be in default of the Property Option Agreement.  If we are in default of the Property Option Agreement, American can terminate the Property Option Agreement if we fail to cure any default within 45 days after the receipt of notice of default.  Our option will expire if we are in default of the Property Option Agreement and fail to cure any default within 45 days after the receipt of notice of default.  Additionally, and notwithstanding the foregoing, if we fail to perform condition precedent to exercise the option, American shall be entitled to terminate the Property Option Agreement.
 
The YAM Mineral Claims are located approximately 15 miles north of the community of Kettle Falls, Stevens County, in the State of Washington on Bureau of Land Management managed land. Stevens County is located in the North-Central region of Washington State.  The YAM claims are about 80 acres of lode claims consisting of 4 en bloc unpatented claims originally located in 1886 within the Bossburg Mining District. Each claim is approximately 1500 feet by 600 feet.
 
Prior to acquiring the option to acquire the YAM Claims, we retained the services of Mr. Barry Price, Master of Science, Professional Geoscientist, of B.J. Price Geological Services Inc., who prepared a geological report for us on the mineral exploration potential of the claim.  Included in this report is a recommended exploration program.

Phase I of the exploration program is two years and has a budget of $15,000. The Company does not currently possess sufficient capital to fully fund Phase I. Therefore the plan of the Company is to continue to raise additional monies in order to be able to fully fund Phase I. The Company believes that is preferable to possess capital sufficient to complete Phase I prior to initiating it. The Company is hopeful that it will be able to raise an amount of capital during the initial year of operation that will allow it to fully fund Phase I and undertake that Phase during the second year of operations.  We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the market prices for mined minerals and the costs of exploring for or commercial production of these materials. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.
 
We intend to conduct mineral exploration activities on the YAM Claims in order to assess whether the claims possess commercially exploitable mineral deposits. Our exploration program is designed to explore for commercially viable deposits of lead, zinc, gold and other metallic minerals. The mineral exploration program, consisting of surface reconnaissance of the old mine workings, and geological mapping and sampling, is oriented toward defining drill targets on mineralized zones within the YAM Claims.

Although we have not conducted any mining or exploration, aside from the aforementioned geological report, on the YAM Claims, our exploration and mining predecessors extracted  lead, zinc, silver  and other metallic minerals on the YAM Claims and from time to time over the past 150 years operated a mine on these mineral claims.  The parties operating and/or conducting exploration on the YAM Claims and the year they ceased operations and/or explorations are as follows: Young America Consolidated Mining Co. ceased operations in approximately 1897; Young America and Cliff Consolidated Mining Co. ended operations in 1905; Robena Lead Co. ended operations in 1915. Cuprite Mining Co. ceased operations in 1948; Gregor Mines, Inc. ended operations in 1950; Leila Archibald, Frank Riggle, Perry Leighton and W.C. Morris ceased exploratory operations in 1950 and leased to Young America Mines, Inc.; Young America Mines, Inc. ended operations in 1951; Earl Gibbs and Ira Hurley, dba Bonanza Lead Co. ceased operations in 1954; Silver Hill Mines, Inc. ended operations in 1992; and Conjecture Silver ended operations in 1997.  While some of the parties in the foregoing sentence were able to extract minerals from the YAM Claims, we are an exploration stage company, no proven commercial reserves have been identified on the YAM Claims and there is no assurance that a commercially viable mineral deposit currently exists on the YAM Claims.

 

Currently, we are uncertain of the number of mineral exploration phases we will conduct before we are able to determine whether there are commercially viable minerals present on the YAM Claims.  Further phases beyond the current exploration program will be dependent upon a number of factors such as our consulting geological firm’s recommendations and our available funds.

Since we are in the exploration stage of our business plan, we have not earned any revenues from our planned operations. As of June 30, 2010, we had $27,841 in current assets and current liabilities in the amount of $7,105.  Accordingly, our working capital position as of June 30, 2010, was $20,736. Since our inception through June 30, 2010, we have incurred a net loss of $7,077.  We attribute our net loss to having no revenues to offset our expenses, which have consisted primarily of the professional fees related to the creation and operation of our business.
 
To date the Company’s activities have focused on securing an option for the mineral rights on the YAM Claim and a geologist's report on the YAM Claim. We believe we have sufficient funds to undertake our first year of operations.  However, our working capital will not be sufficient to enable us to complete the first phase of our geological exploration program on the property.  Accordingly, we will require additional financing in the event that further exploration or development of the property is deemed prudent. The Company will focus on raising additional capital and otherwise preparing to undertake Phase I of its exploration plan during its first year of operations.
 
Our fiscal year end is June 30.We were incorporated on March 4, 2010, under the laws of the state of Nevada. Our principal offices are located at Josefa Ortiz de Dominguez, #52, Bucerias, Nayarit, Mexico.  Our mailing address is 50 West Liberty Street, Suite 880, Reno, Nevada, and our telephone number is 775-636-6937 OR 52-329-298-3649.
 
The Offering

Securities Being Offered
Up to 1,085,000 shares of our common stock.
   
Offering Price and Alternative Plan of Distribution
The offering price of the common stock is $0.015 per share.  We intend to apply to the FINRA over-the-counter bulletin board to allow the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934. If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders.  The offering price would thus be determined by market factors and the independent decisions of the selling shareholders.
   
Minimum Number of Shares To Be Sold in This Offering
None
   
Securities Issued and to be Issued
3,550,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders. There will be no increase in our issued and outstanding shares as a result of this offering.
   
Use of Proceeds
We will not receive any proceeds from the sale of the common stock by the selling shareholders.
 
Summary Financial Information  
   
Balance Sheet Data
June 30, 2010
(audited)
   
Cash
$ 27,841
Total Assets
$ 27,841
Liabilities
$ 7,105
Total Stockholder’s Equity
$ 20,736
     
Statement of Operations
 
From Inception on March 4, 2010 to
June 30, 2010
(audited)
     
Revenue
$ -
     
Net Loss
$ 7,077
 
 

You should consider each of the following risk factors and any other information set forth herein and in our reports filed with the SEC, including our financial statements and related notes, in
evaluating our business and prospects. The risks and uncertainties described below are not the only ones that impact on our operations and business. Additional risks and uncertainties not presently known to us, or that we currently consider immaterial, may also impair our business or operations. If any of the following risks actually occur, our business and financial results or prospects could be harmed. In that case, the value of the Common Stock could decline.



As of June 30, 2010, we had cash in the amount of $27,841. We expect that these monies, supplemented by $15,000 loaned to us by our President in August 2010, will allow us to complete our first year of operation.  However, in order to complete our initial 2 year work program recommended by our consulting geologist, and any subsequent work programs, we will require additional financing as we currently do not have any operations and we have no income.   We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the market prices for mined minerals and the costs of exploring for or commercial production of these materials. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

Additionally, as we have incurred a net loss of $7,077 for the period from our inception on March 4, 2010, to June 30, 2010, and have had no revenue generated during that same time period, our auditors have issued a going concern opinion and have raised substantial doubt about our continuance as a going concern. When an auditor issues a going concern opinion, the auditor has substantial doubt that the company will continue to operate indefinitely and not go out of business and liquidate its assets.  This is a significant risk to investors who purchase shares of our common stock because there is an increased risk that we may not be able to generate and/or raise enough resources to remain operational for an indefinite period of time. Potential investors should also be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.  The auditor’s going concern opinion may inhibit our ability to raise financing because we may not remain operational for an indefinite period of time resulting in potential investors failing to receive any return on their investment.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.


We have just planned the initial stages of exploration on the YAM Claims.   As a result, we have no way to evaluate the likelihood that we will be able to operate the business successfully.  We were incorporated on March 4, 2010, and to date have been involved primarily in organizational activities, the optioning of our mineral claim, and obtaining an independent consulting geologist’s report on our planned exploration program on this mineral claim.  We have not earned any revenues as of the date of this prospectus, and thus face a high risk of business failure.
 


Mr. Luis Antonio Delgado Gonzalez, our president and director, does not have any training as a geologist or an engineer.  As a result, our management may lack certain skills that are advantageous in managing an exploration company. In addition, Mr. Delgado’s decisions and choices may not take into account standard engineering or managerial approaches that mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management’s lack of experience in geology and engineering.
 
Because the YAM Claims have not been physically examined by a professional geologist or mining engineer, we face a significant risk that the property will not contain commercially viable deposits of gold or other minerals.
 
Although we have obtained an independent geologist’s report on the YAM Claims, the property has not been physically examined in the field by a professional geologist or mining engineer.  In addition, neither our sole officer, Mr. Delgado, nor our consulting geologist, Mr. Price, has visited the property.  As a result, we face an enhanced risk that, upon physical examination of the YAM Claims property, no commercially viable deposits of minerals will be located.  In the event that our planned exploration of the YAM Claims property reveals that no commercially viable deposits exist on the site, our business will likely fail.


We have a verbal agreement with our consulting geologist’s firm that requires them to review all of the results from the exploration work performed upon the mineral claim that we have optioned and then make recommendations based upon those results. In addition, we have a verbal agreement with our accountants to perform requested financial accounting services and a written agreement with our outside auditors to perform auditing functions.  Each of these functions requires the services of persons in high demand and these persons may not always be available.  The implementation of our business plan may be impaired if these parties do not perform in accordance with our verbal agreement.  In addition, it may be difficult to enforce a verbal agreement in the event that any of these parties fail to perform.


Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.  The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The search for valuable minerals also involves numerous hazards.  As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure.  At the present time, we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position, results of operations, and cash flows.  In addition, there is no assurance that the expenditures to be made by us in the exploration of the mineral claims will result in the discovery of mineral deposits.  Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.
 
 

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues.  We expect to incur continuing and significant losses into the foreseeable future.  As a result of continuing losses, we may exhaust all of our resources and be unable to complete the exploration of the YAM Claims.  Our accumulated deficit will continue to increase as we continue to incur losses.  We may not be able to earn profits or continue operations if we are unable to generate significant revenues from the exploration of the mineral claims if we exercise our option.  There is no history upon which to base any assumption as to the likelihood that we will be successful, and we may not be able to generate any operating revenues or ever achieve profitable operations.  If we are unsuccessful in addressing these risks, our business will most likely fail.


Upon the effectiveness of our Registration Statement, we will become a publicly reporting company and will be required to stay current in our filings with the SEC, including, but not limited to, quarterly and annual reports, current reports on materials events, and other filings that may be required from time to time.  We believe that, as a public company, our ongoing filings with the SEC will benefit shareholders in the form of greater transparency regarding our business activities and results of operations.   In becoming a public company, however, we will incur additional costs in the form of audit and accounting fees and legal fees for the professional services necessary to assist us in remaining current in our reporting obligations.  We expect that, during our first year of operations, we will incur costs for professional fees in the approximate amount of $12,500.  These costs will increase our cash needs and may hinder or delay our ability to achieve net profitability even after we have begun to generate revenues from the extraction of minerals on our mining claims.


Mr. Delagdo, our president and chief financial officer, devotes 5 to 10 hours per week to our business affairs. We do not have an employment agreement with Mr. Delgado nor do we maintain a key man life insurance policy for him. Currently, we do not have any full or part-time employees.  If the demands of our business require the full business time of Mr. Delgado, it is possible that Mr. Delgado may not be able to devote sufficient time to the management of our business, as and when needed.  If our management is unable to devote a sufficient amount of time to manage our operations, our business will fail.
 


Mr. Delgado is our president, chief financial officer and sole director.  He owns 56.34% of the outstanding shares of our common stock. Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. While we have no current plans with regard to any merger, consolidation or sale of substantially all of its assets, the interests of Mr. Delgado may still differ from the interests of the other stockholders.


Our president, Mr. Luis Antonio Delgado Gonzalez , owns 2,000,000 shares of our common stock which equates to 56.34% of our outstanding common stock.  There is presently no public market for our common stock and we plan to apply for quotation of our common stock on the FINRA over-the-counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  If our shares are publicly traded on the over-the-counter bulletin board, Mr. Delgado will eventually be eligible to sell his shares publicly subject to the volume limitations in Rule 144.  The offer or sale of a large number of shares at any price may cause the market price to fall.  Sales of substantial amounts of common stock or the perception that such transactions could occur, may materially and adversely affect prevailing markets prices for our common stock.


The mineral exploration business is highly competitive.  This industry has a multitude of competitors and no small number of competitors dominates this industry with respect to any of the large volume metallic minerals.  Our exploration activities will be focused on attempting to locate commercially viable mineral deposits on the YAM Claims.  Many of our competitors have greater financial resources than us.  As a result, we may experience difficulty competing with other businesses when conducting mineral exploration activities on the YAM Claims.  If we are unable to retain qualified personnel to assist us in conducting mineral exploration activities on the YAM Claims if a commercially viable deposit is found to exist, we may be unable to enter into production and achieve profitable operations.


Even if commercial quantities of reserves are discovered, a ready market may not exist for the sale of the reserves. Numerous factors beyond our control may affect the marketability of any substances discovered.  These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection.  These factors could inhibit our ability to sell minerals in the event that commercial amounts of minerals are found.
 
Because our sole officer and director, Mr. Luis Antonio Delgado Gonzales is not a United States Citizen and is located outside the United States, you may have difficulty enforcing judgments against him.
 
Our sole officer and director, Mr. Luis Antonio Delgado Gonzales, lives in Mexico and is a Mexican citizen. As a result, it may be difficult for you to effect service of process within the United States upon him. It may also be difficult for you to enforce in U.S. courts judgments on the civil liability provisions of the U.S. federal securities laws against him. In addition, there is uncertainty as to whether the courts of Mexico would recognize or enforce judgments of U.S. courts. Whether courts in Mexico will  recognize and enforce foreign judgments will depend upon the requirements of Mexican law based on treaties between Mexico and the country where the judgment is made or on reciprocity between jurisdictions. The outcome of such legal determinations in inherently uncertain.
 
 


There are several governmental regulations that materially restrict mineral exploration or exploitation.  We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations.  While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business, prevent us from carrying out our exploration program, and make compliance with new regulations unduly burdensome.


New state and U.S. federal laws and regulations, amendments to existing laws and regulations, administrative interpretation of existing laws and regulations, or more stringent enforcement of existing laws and regulations, could have a material adverse impact on our ability to conduct exploration and mining activities.  Any change in the regulatory structure making it more expensive to engage in mining activities could cause us to cease operations.


In connection with the acquisition of our mineral properties, we sometimes conduct only limited reviews of title and related matters, and obtain certain representations regarding ownership. These limited reviews do not necessarily preclude third parties from challenging our title and, furthermore, our title may be defective.  Consequently, there can be no assurance that we hold good and marketable title to all of our mining concessions and mining claims.  If any of our concessions or claims were challenged, we could incur significant costs and lose valuable time in defending such a challenge.  These costs or an adverse ruling with regards to any challenge of our titles could have a material adverse affect on our financial position or results of operations. There can be no assurance that any such disputes or challenges will be resolved in our favor.

We are not aware of challenges to the location or area of any of our mining claims. There is, however, no guarantee that title to the claims will not be challenged or impugned in the future.

 
Title to the property upon which we intend to conduct exploration activities is not held in our name. Title to the property is recorded in the name of American Mining Corporation. If the owner transfers the property to a third person, the third person will obtain good title and we will have nothing. If this should occur, we will subsequently not own any property and we will have to cease all exploration activities.
 
 

The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934.  Upon becoming a public company, we will be required to comply with the Sarbanes-Oxley Act and it is costly to remain in compliance with the federal securities regulations.  Additionally, we may be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.  Significant costs incurred as a result of becoming a public company could divert the use of finances from our operations resulting in our inability to achieve profitability.



A market for our common stock may never develop.  We currently plan to apply for quotation of our common stock on the FINRA over-the-counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  However, our shares may never be traded on the bulletin board, or, if traded, a public market may not materialize.  If our common stock is not traded on the bulletin board or if a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment.


The selling shareholders are offering 1,085,000 shares of our common stock through this prospectus. Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall.  The outstanding shares of common stock covered by this prospectus represent 30.56% of the common shares issued and outstanding as of the date of this prospectus.
 

Because we will be subject to the “Penny Stock” rules the level of trading activity in our stock may be reduced.

Broker-dealer practices in connection with transactions in "penny stocks" are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on Nasdaq). 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 that 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, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than established customers and "accredited investors" 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. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.


In the event that our shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC in order for shares of our common stock to be eligible for quotation on the over-the-counter bulletin board.  In the event that we become delinquent in our required filings with the SEC, quotation of our common stock will be terminated following a 30 or 60 day grace period if we do not make our required filing during that time.  If our shares are not eligible for quotation on the over-the-counter bulletin board, investors in our common stock may find it difficult to sell their shares.


Generally, existing shareholders will experience dilution of their ownership percentage in the company if and when additional shares of common stock are offered and sold.  In the future, we may be required to seek additional equity funding in the form of private or public offerings of our common stock.  In the event that we undertake subsequent offerings of common stock, your ownership percentage, voting power as a common shareholder, and earnings per share, if any, will be proportionately diluted.  This may, in turn, result in a substantial decrease in the per-share value of your common stock.
 


This prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements.  The actual results could differ materially from our forward-looking statements.  Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this Risk Factors section and elsewhere in this prospectus.


We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.


The $0.015 per share offering price of our common stock was arbitrarily chosen using the last sales price of our stock from our most recent private offering of common stock. There is no relationship between this price and our assets, earnings, book value or any other objective criteria of value.
 
We intend to apply to the FINRA over-the-counter bulletin board for the quotation of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934.  We intend to file a registration statement under the Exchange Act concurrently with the effectiveness of the registration statement of which this prospectus forms a part.  If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders.  The offering price would thus be determined by market factors and the independent decisions of the selling shareholders.


The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding.  Accordingly, there will be no dilution to our existing shareholders.
 


The selling shareholders named in this prospectus are offering all of the 1,085,000 shares of common stock offered through this prospectus. All of the shares were acquired from us by the selling shareholders in offerings that were exempt from registration pursuant to Rule 903(C)(3) of Regulation S of the Securities Act of 1933.  The selling shareholders purchased their shares in an offering completed on June 22, 2010.

The following table provides information regarding the beneficial ownership of our common stock held by each of the selling shareholders as of October 21 , 2010 including:

1.   the number of shares owned by each prior to this offering;
2.   the total number of shares that are to be offered by each;
3.   the total number of shares that will be owned by each upon completion of the offering;
4.   the percentage owned by each upon completion  of the offering; and
5.   the identity of the beneficial holder of any entity that owns the shares.

The named parties beneficially own and have sole voting and investment power over all shares or rights to the shares, unless otherwise shown in the table.  The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.  The percentages are based on 3,550,000 shares of common stock outstanding on October 21 , 2010.

Name of Stockholder
Shares Owned Prior to this Offering
Total Number of Shares to be Selling Shareholder Account
Total Shares to be Owned Upon Completion of this Offering
Percent Owned Upon Completion of this Offering
Teresa Garcia Amaral
40,000
28,000
12,000
0.34%
Sergio Santos Aquino
20,000
14,000
6,000
0.17%
Erika Guadalupe Castaneda Arellano
50,000
35,000
15,000
0.42%
Pedro Ramos Balcazar
50,000
35,000
15,000
0.42%
Teresa Ramos Balcazar
30,000
21,000
9,000
0.25%
Nury Laura Rico Bravo
50,000
35,000
15,000
0.42%
Mercedes Andrade Cardenas
40,000
28,000
12,000
0.34%
Mari Cleydi Garcia Carrera
40,000
28,000
12,000
0.34%
Angel Martinez Casillas
50,000
35,000
15,000
0.42%
Bertha Balcazar Casillas
30,000
21,000
9,000
0.25%
Amparo Marquez Contreras
30,000
21,000
9,000
0.25%
Cornelio Borjas Cruz
40,000
28,000
12,000
0.34%
Jasira Palema De La Torre Ochoa
20,000
14,000
6,000
0.17%
Sonia Santos Elorza
30,000
21,000
9,000
0.25%
Artemio Perez Garcia
40,000
28,000
12,000
0.34%
Ramiro Romo Garcia
50,000
35,000
15,000
0.42%
Govany Ramos Gomez
50,000
35,000
15,000
0.42%
Yesenia Fabiola Miranda Hermoso
50,000
35,000
15,000
0.42%
Carlos Alberto Lopez
20,000
14,000
6,000
0.17%
 
Naranjo Avila Ma Del Rosario
30,000
21,000
9,000
0.25%
Evelia Veliz Mendoza
40,000
28,000
12,000
0.34%
Elizabeth Fuerte Moreno
40,000
28,000
12,000
0.34%
Juana Luquin Mosqueda
20,000
14,000
6,000
0.17%
Silveria Parra Placencia
20,000
14,000
6,000
0.17%
Maria Ernestina Virgen Ponce
40,000
28,000
12,000
0.34%
Armando Orozco Ramos
50,000
35,000
15,000
0.42%
Guadalupe Ochoa Ramos
20,000
14,000
6,000
0.17%
Maria Adriana Santana Robles
20,000
14,000
6,000
0.17%
Carlos Francisco Calixtro Rodriguez
50,000
35,000
15,000
0.42%
Juana Yadira Palomares Rodriguez
50,000
35,000
15,000
0.42%
Felipe Virgen Rojo
40,000
28,000
12,000
0.34%
Josefina Gomaz Saldana
50,000
35,000
15,000
0.42%
Ruth Cruz Santos
30,000
21,000
9,000
0.25%
Alejandro Acosta Saucedo
50,000
35,000
15,000
0.42%
Enrique Rodriguez Valadez
50,000
35,000
15,000
0.42%
Beatriz Franco Veliz
40,000
28,000
12,000
0.34%
Leo Maximilliano Franco Veliz
20,000
14,000
6,000
0.17%
Ulises Franco Veliz
40,000
28,000
12,000
0.34%
Cristian Omar Ramos Villeqas
50,000
35,000
15,000
0.42%
Dan a Mora Virgen
50,000
35,000
15,000
0.42%
Victor Alengandro Mora Virgen
20,000
14,000
6,000
0.17%

None of the selling shareholders; (1) has had a material relationship with us other than as a shareholder at any time within the past three years; (2) has been one of our officers or directors; or (3) are broker-dealers or affiliate of broker-dealers.

The selling shareholders and any broker/dealers who act in connection with the sale of the shares may be deemed to be “underwriters” within the meaning of the Securities Acts of 1933, and any commissions received by them and any profit on any resale of the shares as a principal might be deemed to be underwriting discounts and commissions under the Securities Act.


The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:

1.  
on such public markets or exchanges as the common stock may from time to time be trading;
2.  
in privately negotiated transactions;
3.  
through the writing of options on the common stock;
4.  
in short sales, or;
5.  
in any combination of these methods of distribution.

 
The sales price to the public is fixed at $0.015 per share until such time as the shares of our common stock become traded on the FINRA Over-The-Counter Bulletin Board or another exchange.  Although we intend to apply for quotation of our common stock on the FINRA Over-The-Counter Bulletin Board, public trading of our common stock may never materialize.  If our common stock becomes traded on the FINRA Over-The-Counter Bulletin Board, or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale.  In these circumstances, the sales price to the public may be:

1.   the market price of our common stock prevailing at the time of sale;
2.   a price related to such prevailing market price of our common stock, or;
3.   such other  price as the selling shareholders determine from time to time.

Presently, the selling shareholders cannot sell their common stock of our Company in accordance with Rule 144 under the Securities Act.

The selling shareholders may also sell their shares directly to market makers acting as agents in unsolicited brokerage transactions.  Any broker or dealer participating in such transactions as an agent may receive a commission from the selling shareholders or from such purchaser if they act as agent for the purchaser. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us.  Such partners may, in turn, distribute such shares as described above.

We are bearing all costs relating to the registration of the common stock.  The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act in the offer and sale of the common stock.  In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

1.   not engage in any stabilization activities in connection with our common stock;
2.   furnish each broker or dealer through which common stock may be offered, such copies of  this prospectus, as amended from time to time, as may be required by such broker or dealer; and;
3.   not bid for or purchase any of our securities or attempt to induce any person  to purchase any of our securities other than as permitted under the Securities Exchange  Act.
 

Common Stock

We have 90,000,000 common shares with a par value of $0.001 per share of common stock authorized, of which 3,550,000 shares were outstanding as of June 30, 2010.
 

Voting Rights

Holders of common stock have the right to cast one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including the election of directors.  There is no right to cumulative voting in the election of directors.  Except where a greater requirement is provided by statute or by the Articles of Incorporation, or by the Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of a majority of the outstanding shares of the our common voting stock shall constitute a quorum for the transaction of business. The vote by the holders of a majority of such outstanding shares is also required to effect certain fundamental corporate changes such as liquidation, merger or amendment of the Company's Articles of Incorporation.
  
Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

1. we would not be able to pay our debts as they become due in the usual course of business, or;

2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Pre-emptive Rights

Holders of common stock are not entitled to pre-emptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of common stock are, and the shares of common stock offered hereby will be when issued, fully paid and non-assessable.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.
 

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Nevada Anti-Takeover Laws

Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply.  Our articles of incorporation and bylaws do not state that these provisions do not apply.  The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.


No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries or the YAM Claims. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The Law Offices of Ryan Alexander, PLLC, our legal counsel, has provided an opinion on the validity of our common stock.

DeJoya Griffith & Company LLC, an independent registered public accounting firm, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report.  DeJoya Griffith & Company LLC has presented their report with respect to our audited financial statements.  The report of DeJoya Griffith & Company LLC is included in reliance upon their authority as experts in accounting and auditing.

Mr. Barry Price, Master of Science, Professional Geoscientist , Consulting Geologist, has provided a geological evaluation report on the YAM Claims.  He was employed on a flat rate consulting fee basis and he has no interest, nor does he expect any interest in the property or securities of Kinetic Resources Corp.
 


We were incorporated on March 4, 2010 under the laws of the state of Nevada. On June 8, 2010, we formed a wholly subsidiary known as KRC Exploration LLC. (“KRC”), organized under the laws of the state of Nevada. KRC was formed to conduct our exploration operations within the United States of America. On July 28, 2010, we entered into a Property Option Agreement (the “Property Option Agreement”) between KRC, and American Mining Corporation, Inc, (“American”) whereby we acquired an option to purchase a 100% interest in the Young America Mine group of Mineral Claims (the “YAM Claims”) , located in the North central portion of the state of Washington. Under the terms of that agreement, KRC is the operator of the exploration program that is to be conducted on the claim. The Property Option Agreement sets forth each party's rights and responsibilities relating to both the exploration and potential mining stages of the operations to be conducted on the YAM Claims.

We have entered into two transactions with Mr. Delgado.  First, Mr. Delgado purchased 2,000,000 shares of our common stock on June 4, 2010, at a price of $0.00778 per share.  Second, on August 30, 2010, he loaned us $15,000. The loan is interest free. The principal balance is due on or before September 30, 2012.  Other than the foregoing, Mr. Delgado has not acquired from us anything of value either directly or indirectly.


Business of Company

We are an exploration stage company that intends to engage in the exploration of mineral properties with a view to exploiting any mineral deposits we discover.  We, through our wholly owned subsidiary, KRC Exploration LLC, a Nevada limited liability company, (“KRC”) own an option to acquire an undivided 100% beneficial interest in a mineral claim in located in Stevens County, Washington State; known as the YAM Claims.  Although we hold an option to the mineral exploration rights relating to the four mineral claims in the YAM Claims group, we do not own any real property interest in the YAM Claims or any other property.

Overview of Our Mineral Exploration Business

Mineral exploration is essentially a research activity that does not produce a product.  Successful exploration often results in increased project value that can be realized through the optioning or selling of the claimed site to larger companies.  As such, we intend to acquire properties which we believe have potential to host economic concentrations of minerals.  These acquisitions have and may take the form of unpatented mining claims on federal land, or leasing claims, or private property owned by others.  An unpatented mining claim is an interest that can be acquired to the mineral rights on open lands of the federally owned public domain.  Claims are staked in accordance with the Mining Law of 1872, recorded with the federal government pursuant to laws and regulations established by the Bureau of Land Management (the Federal agency that administers America’s public lands), and grant the holder of the claim a possessory interest in the mineral rights, subject to the paramount title of the United States.

We plan to perform basic geological work to identify specific drill targets on the properties, and then collect subsurface samples by drilling to confirm the presence of mineralization (the presence of economic minerals in a specific area or geological formation).  We may enter into joint venture agreements with other companies to fund further exploration work.  By such prospects, we mean properties that may have been previously identified by third parties, including prior owners such as exploration companies, as mineral prospects with potential for economic mineralization.  Often these properties have been sampled, mapped and sometimes drilled, usually with indefinite results.  Accordingly, such acquired projects will either have some prior exploration history or will have strong similarity to a recognized geologic ore deposit model.  Geographic emphasis will be placed on the western United States. The focus of our activity will be to acquire properties that we believe to be undervalued; including those that we believe to hold previously unrecognized mineral potential.  
 
  
Our strategy with properties deemed to be of higher risk or those that would require very large exploration expenditures is to present them to larger companies for joint venture.  Our joint venture strategy is intended to maximize the abilities and skills of the management group, conserve capital, and provide superior leverage for investors.  If we present a property to a major company and they are not interested, we will continue to seek an interested partner.

Property Option Agreement

Under the terms of the Property Option Agreement between American and KRC, our wholly owned mining exploration subsidiary, we acquired an option to acquire a 100% interest in the mineral rights for the YAM Claims for an initial payment of $4,000. In order to exercise the option, we must pay the following monies to American and make the following expenditures on the YAM Claims by the following dates:

·  
Payments to American
o  
$4,000 on or before August 31, 2011;
o  
$20,000 on or before August 31, 2012; and
o  
$100,000 on or before August 31, 2013.

·  
Exploration Expenditures
o  
$15,000 in aggregate exploration expenditures prior to August 31, 2012;
o  
$50,000 in aggregate exploration expenditures prior to August 31, 2013; and
o  
$180,000 in aggregate exploration expenditures prior to August 31, 2014.

We will either satisfy the payment terms of the Property Option Agreement in the time frame provided, thereby resulting in us exercising this option or we will fail to satisfy the payment terms and be in default of the Property Option Agreement.  If we are in default of the Property Option Agreement, American can terminate Property Option Agreement if we fail to cure any default within 45 days after the receipt of notice of default.  Our option will expire if we are in default of the Property Option Agreement and fail to cure any default within 45 days after the receipt of notice of default.  Additionally, and notwithstanding the foregoing, if we fail to perform condition precedent to exercise the option, American shall be entitled to terminate the Property Option Agreement.
 
We are named as the initial operator of the YAM Claims.  The operator has the full right, power and authority to do everything necessary or desirable to carry out a program and the project and to determine the manner of exploration of the property.  We can resign as operator without notice to American. We also possess the authority to appoint a new operator; however, we must provide notice of such appointment to American.
 

YAM Claims

Generally
 
The YAM claims are about 80 acres of lode claims consisting of. 4 en bloc unpatented claims originally located in 1886 within the Bossburg Mining District. The property is located in northwestern Stevens County, a county in north central Washington. Each claim is approximately 1500 feet by 600 feet.  The YAM Claims are a lead (Pb)-zinc (Zn) prospect with minor silver and gold potential. We do not have any current plans to acquire interests in additional mineral properties, though we may consider such acquisitions in the future.

Location and Access
 
The property is situated about one mile north of the ghost town of Bossburg, on the Grand Coulee reservoir.  Bossburg is situated about 15 miles north of Kettle Falls and about 20 miles south of Northport.  The Young America mine is located in the SE¼SW¼ sec. 28, and NE¼NW¼ sec. 33, T38N R38E, about 2000 feet northeast of and 400 feet above the ghost town of  Bossburg, Wash., a small settlement on the east bank of Lake Roosevelt.
 
The mine is located on BLM-managed land a quarter mile north of Bossburg, Wash., on SR 25. A two-wheel-drive gravel road, crossing private property, leads directly to the No. 1 adit. The mill ruins are located on private property below and adjacent to the west shoulder of SR 25 directly west of the mine.  Power and rail facilities are available immediately adjacent to the mine.  Supplies and services would be obtained from Northport or from Spokane.
 
Summary of Property Ownership/Land Status
 
The Young American property is 4 adjoining unpatented claims originally located in 1886. In 2008 American Mining Corporation of Osburn, Idaho staked the four original unpatented claims that are located on BLM managed land.  At present, the claims are beneficially owned by American Mining Corp. of Idaho (“American”).  The annual claim payments for Bureau of Land Management managed land are $140. The YAM Claims are on BLM managed land. American is responsible for making these payments.
 
YAM Mineral Claims Mine Workings
 
We have not performed any work on the property, nor has American performed any recent work on the property.  At present, the property does not have any plant, buildings, equipment  or mining assets.  The condition of the workings is unknown and may not be safe for entry.  There has been no known recent exploration on the property.  There has been past exploration on the property, including work by American over 50 years ago. Detailed in the following table is some of the historical ownership  of the property:
 

Company
Registered in Washington?
Date registered with Sec. of State
Date stricken or dissolved
Comment
Place of business
Young America Consolidated Mining Co.
yes
Jan. 1886
1923, for non-payment of fees
shipped hand-sorted ore until 1897 prox.
Spokane Falls, Wash.
Young America and Cliff Consolidated Mining Co.
yes
1897
1909, for non-payment of fees
mined 1897–1905
Spokane, Wash.
Robena Lead Co.
no
N/A
N/A
1907–1915
unknown
Cuprite Mining Co.
yes
1916
voluntary dissolution, 1948
1916–1948
Yakima, Wash.
Gregor Mines, Inc.
yes
1941
1958
1948–1950
Seattle, Wash.
Leila Archibald, Frank Riggle, Perry Leighton, W. C. Morris
no
N/A
N/A
exploration activities, possessory title only; lease to Young America Mines, Inc., 1950
Bossburg, Wash.
Young America Mines, Inc.
yes
1950
1957
operated in 1950 and 1951
Seattle, Wash.
Earl Gibbs and Ira Hunley, dba Bonanza Lead Co.
yes
1957
1961
operated 1951–1954
Colville, Wash.
Silver Hill Mines, Inc.
yes
March 1961
inactive; license expired March 2006
1990–1992 exploration activities, possessory title only; UBI #601333876
Spokane,
Wash.
Conjecture Silver
 
 
 
 
 
American Mining Corp
no
 
 
 
 
 
No
 
 
N/A
 
 
 
 
 
N/A
N/A
 
 
 
 
 
N/A
1997 exploration activities, possessory title only
 
2008; No activities to date
 
 
unknown
 
 
 
 
 
Osburn,
Idaho
 
 
 
Mineral Exploration Prospects

As of July 28, 2010, we have acquired mineral prospects for exploration in the State of Washington, Stevens County for target commodities of lead-zinc, gold and silver. The prospects are held by unpatented mining claims owned by American through legal agreements conveying exploration and development rights to us.  This prospect has had a prior exploration history and this is typical in the mineral exploration industry.  Most mineral prospects go through several rounds of exploration before an economic ore body is discovered and prior work often eliminates targets or points to new ones.  Also, prior operators may have explored under a completely different commodity price structure or technological regime. Mineralization which was uneconomic in the past may be ore grade at current market prices when extracted and processed with modern technology.

Prospectivity is based on prior reports of 15 diamond drill cores totaling 4590 feet taken 1946-1948 by the U.S. Bureau of Mines (USBM) on the cliff crest to the north, east, and south of the main ore body. The drilling discovered two zones of low-grade highly disseminated lead-zinc mineralization southwest of the mine, but failed to locate extensions of the two primary sulfide-mineralized zones of the main mine workings. Thus this report primarily concerns the unexploited lead-zinc prospect discovered by USBM drilling. At this point, the property is without known reserves, and the proposed program is exploratory in nature.
 
Rock Formations and Mineralization of Existing or Potential Economic Significane.
 
All development at the Young America mine was in the lower unit of the Middle Cambrian Metaline Limestone, a dense, fine-grained, bluish-gray dolomitic limestone that strikes N20°E and dips 12–20°E.  In the immediate vicinity of the mine, the host rock is highly brecciated and silicified. Production came from two relatively flat-lying mineralized zones parallel to each other but separated by about 30 feet in elevation. These two zones transgressed bedding planes and have been mined up-dip about 60 feet in elevation to a point 240 feet distant from adits in the cliff face where a post-ore, calcite-rich shear zone was encountered.
 
The ore lenses range in thickness from a few inches to 6 feet. Primary sulphide minerals consist of an intimate mixture of sphalerite, argentiferous galena, and pyrargyrite. In addition, the upper ore horizon carried a significant concentration of geocronite, a lead–antimony mineral. Some tetrahedrite and chalcopyrite inclusions appeared in the galena. Prior reports indicated that a sample of primary sulphides from the upper mineralized zone contained 1000 ppm tin, probably from the mineral stannite. Prior reports also identified the presence of stibiconite, a hydrated antimony oxide. In addition to identifying stibiconite var. schulzite, prior reports have identified microscopic inclusions of cobaltite in euhedral grains of pyrite. The carbonates of lead and zinc, cerussite and smithsonite, were mined from a narrow high-grade zone of oxidation prior to 1905. Although hand-picked specimens are reported in anecdotal accounts as containing bonanza-type assays of lead, zinc, and silver, a 350-pound sample taken by the USBM from the cliff stope is probably the best representation of the kinds of values contained in the sulphide vein material:  Prior reports discuss a 350 pound sample taken by the USBM from the cliff stope is probably typical of the main sulphide vein material.
 
Zn
Pb
Cu
Fe
Sb
Ag
Au.
10.9%
5.9%
0.09%
1.2%
0.07%
10.6 opt
.011 opt

The gangue minerals are pyrite, quartz, calcite, and siderite. The primary mineralization shows some characteristics of a replacement-type deposit and some characteristics of open-space filling as indicated by observations made by different investigators. It is possible that both processes have taken place at separate times on one or more occasions. On the basis of thin-section studies, prior reports postulated eight different stages of mineralization at the Young America, beginning with pre-ore fracturing, followed by deposition of sulphides, quartz, calcite, and siderite in different episodes, and ending with post-mineral movement on the calcite-rich shear zone described above.

Geological Report

We selected the YAM Claims based upon a geological report prepared by our geological consultant’s firm. The report, authored by Mr. Barry Price, Master of Science, Professional Geoscientist. recommends that we launch an initial exploration program on the YAM Claims which will cost us approximately $15,000 for Phase I (first two years) of the exploration program, $35,000 for Phase II (third year), and $135,000 for Phase III (fourth year). The terms of the Property Option Agreement require us to incur an aggregate of $180,000 in mineral exploration expenses on the YAM Claims prior to August 31, 2014.   Thus, at this point in time, our initial exploration program, if fully executed, would satisfy the exploration requirements of the Property Option Agreement.

We have engaged the services of B.J. Price Geological Consultants Inc. as our consulting geologist’s firm. Mr. Barry Price M.Sc. P.Geo., of that firm has prepared a Geological Report on the YAM Claims. Upon the conclusion of both our first two year exploration program, we will engage the services of our consulting geologist to review the findings of exploration on the YAM Claims and to make recommendations, if any, with regard to future exploration programs.

Mr. Barry J. Price, the principal officer and director of B.J. Price Geological Consultants Inc., is a graduate of the University of British Columbia where he obtained a B.Sc. Degree in Honors Geology in 1965 and subsequently obtained a Master of Science degree in Economic Geology from the University of British Columbia in 1972. He is a member of the Association of Professional Engineers and Geoscientists of British Columbia. He has practiced his profession continuously since 1972.
 

The property that is the subject of the YAM Claims was developed as a mine by previous owners. It is not clear whether these mining operations can be rehabilitated. There is no commercial production plant or equipment located on the property that is the subject of the mineral claim. There are electrical power transmission lines within the proximity of the mineral claim.

We have not commenced the first phase of our exploration program. Our exploration program is exploratory in nature and there is no assurance that mineral reserves will be found.

Recommendations of Our Consulting Geologist

In order to evaluate the exploration potential of the YAM Claims, our consulting geologist has recommended that the property be thoroughly mapped and prospected.  The primary goal of the exploration program is to identify sites for additional mineral exploration.  Below is the suggested exploration budget.

Phase I

DESCRIPTION
DETAILS
COST US$
Geological Inspection  GPS survey claims, workings
4 man days @ $750/day
$ 3,000
Helper
4 man days
$ 1,200
Food and accommodation Vehicle costs
4 days
$ 800
Acquire old reports and data, topographic maps
  $ 5,000
Sample assays
  $ 500
Preparation of Base Maps and reports, additional claim staking if required
  $ 5,000
Subtotal
  $ 13,500
Contingency
  $ 1,500
TOTAL EXPENSES
  $ 15,000

Phase II

Phase II of exploration would be contingent on favourable results in the initial phase.
 
DESCRIPTION
DETAILS
COST US$
Geological supervision
And underground examination
  $ 10,000
IP survey and/or Gravity survey
  $ 22,000
Subtotal
  $ 32,000
Contingency
  $ 3,000
TOTAL EXPENSES
  $ 35,000
 

Phase III
Phase three, diamond drilling;  contingent on results from the initial phases would logically be diamond drilling, estimated at 1000 meters costing $135/meter (all inclusive of Geological supervision and sample assays), total $135,000

While we have not yet commenced the field work phase of our initial exploration program, we intend to proceed with the initial exploratory work as recommended.  The field work of Phase I should be completed in late summer of 2012.  Upon our review of the results, we will assess whether the results are sufficiently positive to warrant additional phases of the exploration program.  We will make the decision to proceed with any further programs based upon our consulting geologist’s review of the results and recommendations. If we do decide to proceed with Phase II, then in order to complete significant additional exploration beyond the currently planned Phase I we will need to raise additional capital.
 
Total Costs Incurred Date and all Planned Future Costs.
 
We have not incurred any exploration costs to date, aside from the cost of the geological report. If we proceed with the three phases of exploration detailed in the geological report, then it is estimated that we will expend $185,000 in exploration costs.

Our Competition

Both the mineral exploration and drilling industries are intensely competitive in all phases.  In our mineral exploration activities, we will compete with many companies possessing greater financial resources and technical facilities than us for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.  We must overcome significant barriers to enter into the business of mineral exploration as a result of our limited operating history.   

Similarly, in our drilling business, our competition includes many companies with significantly greater experience, larger client bases, and substantially greater financial resources. There are significant barriers to entry including large capital requirements and the recruitment and retention of qualified, experienced employees.

We cannot assure you that we will be able to compete in any of our business areas effectively with current or future competitors or that the competitive pressures faced by us will not have a material adverse effect on our business, financial condition and operating results.

Regulation

The exploration, drilling and mining industries operate in a legal environment that requires permits to conduct virtually all operations.  Thus permits are required by local, state and federal government agencies.  Federal agencies that may be involved include: The U.S. Forest Service (USFS), Bureau of Land Management (BLM), Environmental Protection Agency (EPA), National Institute for Occupational Safety and Health (NIOSH), the Mine Safety and Health Administration (MSHA) and the Fish and Wildlife Service (FWS). Individual states also have various environmental regulatory bodies, such as Departments of Ecology and so on.  Local authorities, usually counties, also have control over mining activity.  The various permits address such issues as prospecting, development, production, labor standards, taxes, occupational health and safety, toxic substances, air quality, water use, water discharge, water quality, noise, dust, wildlife impacts, as well as other environmental and socioeconomic issues.
 

Prior to receiving the necessary permits to explore or mine, the operator must comply with all regulatory requirements imposed by all governmental authorities having jurisdiction over the project area.  Very often, in order to obtain the requisite permits, the operator must have its land reclamation, restoration or replacement plans pre-approved. Specifically, the operator must present its plan as to how it intends to restore or replace the affected area. Often all or any of these requirements can cause delays or involve costly studies or alterations of the proposed activity or time frame of operations, in order to mitigate impacts.  All of these factors make it more difficult and costly to operate and have a negative and sometimes fatal impact on the viability of the exploration or mining operation. Finally, it is possible that future changes in these laws or regulations could have a significant impact on our business, causing those activities to be economically reevaluated at that time.
 
Generally, exploration permits will not be required for surface work which does not involve the establishment of roads or the cutting of timber.  We therefore do not believe that any governmental permits will be required to perform Phase I of our contemplated exploration plan. Upon completion of Phase I of our exploration plan, additional review and consultation with our geologists and the Bureau of Land Management will be required in order to determine the applicable permitting requirements and required costs and time frames for acquiring the necessary permits. Permits and the associated fees and bonding requirements, if any, will be based on the number of drill holes proposed and similar factors.  Permits and their associated costs are generally negotiated following site inspections by and meetings with representatives of the Bureau of Land Management and other governmental parties.
Environmental protection and remediation is an increasingly important part of mineral economics.  Estimated future costs of reclamation or restoration of mined land are based principally on legal and regulatory requirements. Reclamation of affected areas after mining operations may cost millions of dollars.  Often governmental permitting agencies are requiring multi-million dollar bonds from mining companies prior to granting permits, to insure that reclamation takes place.  All environmental mitigation tends to decrease profitability of the mining operation, but these expenses are recognized as a cost of doing business by modern mining and exploration companies.    

Mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. We conduct our operations so as to protect the public health and environment and believe our operations are in compliance with applicable laws and regulations in all material respects. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.

Every mining activity has an environmental impact. In order for a proposed mining project to be granted the required governmental permits, mining companies are required to present proposed plans for mitigating this impact. In the United States, where our properties are located, no mine can operate without obtaining a number of permits. These permits address the social, economic, and environmental impacts of the operation and include numerous opportunities for public involvement and comment.

Research and Development Expenditures

We have not incurred any research or development expenditures since our incorporation.

Environmental Laws

We have not incurred and do not anticipate incurring any expenses associated with environmental laws during the exploratory phases of our operations.
 

Subsidiaries

We do not have any subsidiaries other than KRC Exploration LLC

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

Our Employees

Other than our officer and director, Mr. Luis Antonio Delgado Gonzalez , we have no employees.  Assuming financing can be obtained, management expects to hire additional staff and employees as necessary as implement of our business plan requires.


YAM Claims - Washington State, Stevens County
The Young American Claim Group is approximately 80 acres of lode claims 100% owned by American Mining Corporation, Inc., Inc. The property is located in northwestern Stevens County, northcentral Washington.  Young America is 4 en bloc unpatented claims originally located in 1886 and is within the Bossburg Mining District.  In February 2008 American Mining Corporation, Inc., (AMC) of Osburn, Idaho staked the four original unpatented claims that are located on Bureau of Land Management managed land. The four claims are in a portion of the SW ¼ of Section 28, and NW ¼ of Section 33, both Township 38N Range 38E, Willamette Meridian, Stevens County, Washington about 15 miles of paved highway north of Kettle Falls, Washington. Access from the highway is about ½ mile is via a 2WD gravel road that crosses private property.
 

Young America Mine Location
graphic1
 
Property Topology

 graphic2
 
 
 
We are not currently a party to any legal proceedings. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Our agent for service of process in Nevada is Nevada Agency and Transfer Company, 50 West Liberty Street, Suite 880, Reno, NV, 89501.
 
 

No Public Market for Common Stock.

There is presently no public market for our common stock.  We anticipate making an application for trading of our common stock on the FINRA over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  We can provide no assurance that our shares will be traded on the bulletin board, or if traded, that a public market will materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask  price;(d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and; (f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.
 
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those 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 acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
 

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

Holders of Our Common Stock

Currently, we have forty-two (42) holders of record of our common stock.

Rule 144

All of the presently outstanding shares of our common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

We are paying the expenses of the offering because we seek to: (i) become a reporting company with the Commission under the Securities Exchange Act of 1934; and (ii) enable our common stock to be traded on the FINRA over-the-counter bulletin board.  We plan to file a Form 8-A registration statement with the Commission to cause us to become a reporting company with the Commission under the 1934 Act. We must be a reporting company under the 1934 Act in order that our common stock is eligible for trading on the FINRA over-the-counter bulletin board.  We believe that the registration of the resale of shares on behalf of existing shareholders may facilitate the development of a public market in our common stock if our common stock is approved for trading on a recognized market for the trading of securities in the United States.

We consider that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors.  In the near future, in order for us to continue with our mineral exploration program, we will need to raise additional capital.  We believe that obtaining reporting company status under the 1934 Act and trading on the OTCBB should increase our ability to raise these additional funds from investors.
 
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations

We were incorporated on March 4, 2010, under the laws of the state of Nevada.  We hold an option, through our subsidiary KRC, to acquire a 100% interest in the YAM Claims, located in Stevens County in northcentral Washington State.  Mr. Luis Antonio Delgado Gonzalez is our President, CEO, Secretary, Treasurer, and sole director.

Our business plan is to proceed with the exploration of the YAM Claims to determine whether there are commercially exploitable reserves of lead and zinc or other metals on the claim.  We intend to proceed with the initial exploration program as recommended by our consulting geologist.

Phase I of the recommended geological program will cost a total of approximately $15,000. Phase I consists of on-site surface reconnaissance, mapping, surface sampling, and geochemical analyses. This phase of the program is expected to commence in our second year of operation. 

Phase II would entail underground examination, further sampling and geochemical analyses based on the outcome of the Phase I exploration program.  The Phase II program will cost approximately $35,000.  We anticipate commencing this phase in spring or summer 2013.

The budget for Phase III of our exploration program is tentative in nature as the actual exploration program to be undertaken will depend upon the outcomes of the Phase I and Phase II exploration programs. Phase III of our exploration program, if undertaken, may commence in the spring or early summer of 2014, and will consist of diamond drilling and drill core sampling of approximately 3,000 feet of drilling at several locations on the YAM mineral claims. It is currently estimated that Phase III will cost approximately $135,000.
 
Neither our sole officer, Mr. Delgado, nor our consulting geologist, Mr. Price, has visited the property.  As a result, we face an enhanced risk that, upon physical examination of the YAM Claims property, no commercially viable deposits of minerals will be located.  In the event that our planned exploration of the YAM Claims property reveals that no commercially viable deposits exist on the site, our business will likely fail. Mr. Delgado intends to visit the property prior to the inception of Phase I.  In addition, he intends to visit property again upon the completion of Phase I.  It is expected that Phase I will begin at some point in 2011. Therefore, it is likely that Mr. Delgado will visit property two times in the next one to two years.

In the next 12 months, we anticipate spending approximately $30,000 on administrative expenses, including fees payable in connection with the filing of this registration statement and complying with reporting obligations.  We had $20,736 in working capital as of June 30, 2010 and our President loaned to us and additional $15,000 in August of 2010. Therefore, we feel that we have sufficient funds on hand to cover all of our anticipated administrative expenses for the next fiscal year.  While we have sufficient funds on hand to cover the currently planned costs over the next fiscal year, we will require additional funding in order to complete the Phase I mineral exploration program and undertake further exploration programs on the YAM Claims and to cover all of our anticipated administrative expenses.

During this first year of operation we will seek to fund the Phase I exploration program by obtaining capital from management and significant shareholders sufficient to fund the exploration in the ongoing operational expenses and seeking equity and/or debt financing. However we cannot provide any assurances that we will be successful in accomplishing any of these plans.

If we are able to raise sufficient capital to proceed with Phase I, then once we receive the analyses of our Phase I exploration program, our board of directors, in consultation with our consulting geologist will assess whether to proceed with additional mineral exploration programs.  In making this determination to proceed with a further exploration, we will make an assessment as to whether the results of the initial program are sufficiently positive to enable us to proceed.  This assessment will include an evaluation of our cash reserves after the completion of the initial exploration, the price of minerals, and the market for the financing of mineral exploration projects at the time of our assessment.
 

In the event our board of directors, in consultation with our consulting geologist, chooses to conduct the Phase II mineral exploration program beyond the initial program, we do not have sufficient funding on hand to do so. We will seek fund the Phase II exploration program by obtaining capital from management and significant shareholders sufficient to fund the exploration in the ongoing operational expenses and seeking equity and/or debt financing. However we cannot provide any assurances that we will be successful in accomplishing any of these plans.
 
In the event that exploration programs beyond our planned Phase II program are undertaken on the YAM Claims, we anticipate that additional funding will be required in the form of equity financing from the sale of our common stock and from loans from our director.  We cannot provide investors with any assurance, however, that we will be able to raise sufficient funding from the sale of our common stock to fund all of our anticipated expenses.  We do not have any arrangements in place for any future equity financing.  We believe that outside debt financing will not be an alternative for funding exploration programs on the YAM Claims. The risky nature of this enterprise and lack of tangible assets other than our mineral claim places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated. The existence of commercially exploitable mineral deposits in the YAM Claims is unknown at the present time and we will not be able to ascertain such information until we receive and evaluate the results of our exploration program.

In the event the results of our initial exploration program prove not to be sufficiently positive to proceed with further exploration on the YAM claims, we intend to seek out and acquire interests in additional mineral exploration properties which, in the opinion of our consulting geologist, offer attractive mineral exploration opportunities.  Presently, we have not given any consideration to the acquisition of other exploration properties because we have not yet commenced our initial exploration program and have not received any results.

During this exploration stage Mr. Delgado, our President, will only be devoting approximately five to ten hours per week of his time to our business.  We do not foresee this limited involvement as negatively impacting our company over the next twelve months as prior to the commencement of the Phase I exploration program field work, he will resign as the Operator of the mineral property and hire an outside consultants for that work.  If, however, the demands of our business require more business time of Mr. Delgado for activities such as raising additional capital or addressing unforeseen issues with regard to our exploration efforts, he is prepared to devote more time to our business. However, he may not be able to devote sufficient time to the management of our business, as and when needed.

Off Balance Sheet Arrangements

As of June 30, 2010, there were no off balance sheet arrangements.
 

Significant Equipment

We do not intend to purchase any significant equipment for the next twelve months.

Results of Operations for Fiscal Year Ending September 30, 2008
We did not earn any revenues from our inception on March 4, 2010, through the fiscal year ending June 30, 2010.  We do not anticipate earning revenues until such time that we exercise our option and enter into commercial production of the YAM Claims.  We have recently begun the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on the YAM Claims, or if such resources are discovered, that we will enter into commercial production or if commercial production commences, that commercial production will be profitable.

We incurred operating expenses in the amount of $7,077 for the period from our inception on March 4, 2010, to June 30, 2010. These operating expenses consisted of general and administrative expenses, including professional fees, foreign exchange losses, management fees, and stock based compensation.  We anticipate our operating expenses will increase as we continue to undertake our plan of operations.  The increase will be attributable to expanding our geological exploration program and the professional fees that we will incur in connection with the filing of a registration statement with the Securities Exchange Commission under the Securities Act of 1933.  We anticipate our ongoing operating expenses will also increase once we become a reporting company under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

As of June 30, 2010, we had $27,841 in current assets and current liabilities in the amount of $7,105.  Accordingly, our working capital position as of June 30, 2010, was $20,736.

We have yet to achieve profitable operations, have accumulated losses of $7,077 since our inception and expect to incur further losses in the development of the business, all of which casts substantial doubt about the power ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet our obligations and repay our liabilities arising from normal business operations when they come due.  Management has no formal plan in place to address this concern but considers that we will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable terms, if at all.


We have had no changes in or disagreements with our accountants.
 


Our sole executive officer and director and his age as of June 30, 2010 is as follows:

Name
Age
Position(s) and Office(s) Held
Antonio  Delgado
37
President, Chief Executive Officer, Chief Financial Officer, and Director

Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.

Luis Antonio Delgado Gonzalez.  Mr. Delgado is our CEO, CFO, President, Secretary, Treasurer and sole director, and has been serving in that capacity since March 10, 2010.  Mr. Delgado has been in the business of property development and management at the office of Bucerias Colibri Condominium, in the town of Bucerias, Nayarit, Mexico since 2004.  Mr. Delgado has no specific professional experience, qualifications, or skills that led to his appointment as our sole officer and director.

Mr. Delgado was born in Mexico and is a Mexican citizen.

Directors

Our bylaws authorize no less than one (1) director.  We currently have one Director.

Term of Office

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

Mr. Delgado is our only employee.

We conduct our business through agreements with consultants and arms-length third parties. Current arrangements in place include the following:

1.  
A verbal agreement with our consulting geologist provides that he will review all of the results from the exploratory work performed upon the site and make recommendations based on those results in exchange for payments equal to the usual and customary rates received by geologist firms performing similar consulting services.

2.  
Verbal agreements with our accountants to perform requested financial accounting services.

3.  
Written agreements with auditors to perform audit functions at their respective normal and customary rates.



Compensation Discussion and Analysis

We do not pay to our sole  officer, Mr. Luis Antonio Delgado Gonzalez, any salary or consulting fee. However, his predecessor, Ms. Penny Mendlovic, was paid a $500 fee for her service as Company CEO, CFO, President, Secretary and Treasurer from March 4, 2010 to March 10, 2010. Ms. Mendlovic, acted as the incorporator of the Company and performed only ministerial duties related to the Company’s formation.  We anticipate that compensation may be paid to officers in the event that we decide to proceed with additional exploration programs beyond the second stage program.

We do not pay to our director any compensation for serving as a director on our board of directors.

Mr. Delgado holds substantial ownership in Kinetic Resources Corp. and is motivated by a strong entrepreneurial interest in developing our operations and potential revenue base to the best of his ability.   As our business and operations expand and mature, we may expand our compensation packages designed to attract, retain and motivate other talented executives.
 
Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for the period from inception (March 4, 2010) through June 30, 2010, for all services rendered to us.
 
SUMMARY COMPENSATION TABLE
Name and
principal position
Year
Salary
($)
Bonus
($)
Stock Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($)
Total
($)
Luis Antonio
Delgado Gonzalez ,
CEO, CFO, President, Secretary-Treasurer
2010
$-
 
$-
 
 
$-
 
 
$-
 
 
$-
 
 
$-
 
 
$-
 
 
$-
 
Penny
Mendlovic former officer
2010 $500 $- $- $- $- $- $- $500

Narrative Disclosure to the Summary Compensation Table

Our currently serving executive officer, Mr. Luis Antonio Delgado Gonzalez, does not currently receive any compensation from the Company for his service as officer of the Company.  His predecessor, Penny Mendlovic, earned a $500 management fee for her service as Company CEO, CFO, President, Secretary and Treasurer from March 4, 2010 to March 10, 2010.
 

Outstanding Equity Awards At Fiscal Year-end Table

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of June 30, 2010.
 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS
STOCK AWARDS
 Name
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
 (#)
Unexercisable
Equity
Incentive
 Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
 Price
 ($)
Option
Expiration
Date
Number
of
Shares
or Shares
of
Stock That
Have
Not
Vested
(#)
Market
Value
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
($)
Equity
Incentive
 Plan
Awards:
 Number
of
Unearned
 Shares,
Shares or
Other
Rights
That Have
 Not
Vested
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Shares or
Other
Rights
That
Have Not
 Vested
(#)
Luis Antonio Delgado Gonzalez
-
-
-
-
-
-
-
-
-
Penny Mendlovic, former officer - - - -

There were no grants of stock options since inception to the date of this Prospectus.
 

Compensation of Directors Table
 
The table below summarizes all compensation paid to our directors for the period from inception (March 4, 2010) through June 30, 2010.


DIRECTOR COMPENSATION
Name
Fees Earned or
Paid in
Cash
 
 
Stock
Awards
 
 
Option
Awards
Non-Equity
Incentive
Plan
Compensation
Non-Qualified
Deferred
Compensation
Earnings
 
All
Other
Compensation
 
 
 
Total
Luis Antonio Delgado Gonzalez
-
-
-
-
-
-
-
Penny Mendlovic, former director - - - - - - -

Narrative Disclosure to the Director Compensation Table

Our directors do not receive any compensation from the Company for their service as members of the Board of Directors of the Company.


The following table sets forth, as of June 30, 2010, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 3,550,000 shares of common stock issued and outstanding on June 30, 2010.
 
Title of class
Name and address of beneficial owner
Amount of beneficial ownership
Percent of class*
       
Common
Luis Antonio Delgado Gonzalez
Josefa Ortiz de Dominique #52,
Bucerias, Nayarit
Mexico
2,000,000
56.34%
       
Common
Total all executive officers and directors
2,000,000
56.34%
       
Common
5% Shareholders
None
 

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

The persons named above have full voting and investment power with respect to the shares indicated.  Under the rules of the Securities and Exchange Commission, a person (or group of
persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
 


In accordance with the provisions in our articles of incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


Except as follows, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

·  
Any of our directors or officers;
·  
Any person proposed as a nominee for election as a director;
·  
Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
·  
Any of our promoters;
·  
Any relative or spouse of any of the foregoing persons who has the same house address as such person.

1.           On June 4, 2010, our sole officer and director,Luis Antonio Delgado Gonzalez, purchased 2,000,000 shares of our common stock at a price of $0.00778 per share.
 
2.           On August 30, 2010, Mr. Delgado loaned us $15,000. The loan is interest free. The principal balance is due on or before September 30, 2012.
 
Our named executive officer does not receive compensation with respect to the management services which he supplies to the Company. He is, however, entitled to be reimbursed for expenses incurred on behalf of the company.


We have filed a registration statement on form S1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus.  This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company.  We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company.  You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C.  Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street, N.E. Washington, D.C. 20549 .  Please Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.  The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy Statements and information regarding registrants that files electronically with the Commission.  Our registration statement and the referenced exhibits can also be found on this site.

If we are not required to provide an annual report to our security holders, we intend to still voluntarily do so when otherwise due, and will attach audited financial statements with such report.

Dealer Prospectus Delivery Obligation

Until ________________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 
 

Index to Financial Statements:

Audited financial statements for the period from Inception (March 4, 2010) through June 30, 2010:


 
39

 



To the Board of Directors and Stockholders
Kinetic Resources Corp.
Las Vegas, Nevada

We have audited the accompanying consolidated balance sheet of Kinetic Resources Corp. (An Exploration Stage Company) (the “Company”) as of June 30, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows from inception (March 4, 2010) through June 30, 2010. 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 audit.

We conducted our audit 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. 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 audit provides 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 Kinetic Resources Corp. (An Exploration Stage Company) as of June 30, 2010 and the results of its operations and cash flows from inception (March 4, 2010) through June 30, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ De Joya Griffith & Company, LLC
Henderson, Nevada
July 29, 2010
 
KINETIC RESOURCES CORP.
 (An Exploration Stage Company)
CONSOLIDATED BALANCE SHEET
 (Stated in US Dollars)

 
ASSET
June 30,
2010
   
Current assets
 
Cash
$ 27,841
     
Total assets
$ 27,841
     
LIABILITIES    
     
Current liabilities
   
Accounts payable and accrued liabilities
$ 6,605
Due to related party – Note 4
  500
     
Total liabilities
  7,105
     
STOCKHOLDERS’ EQUITY    
     
 
   
Preferred stock, $0.001 par value 10,000,000 shares authorized, none outstanding
   
Common stock, $0.001 par value 90,000,000 shares authorized 3,550,000 shares issued and outstanding - Notes 4 and 5
  3,550
Additional paid in capital
  24,263
Deficit accumulated during the exploration stage
  (7,077)
     
Total stockholders’ equity
  20,736
     
Total liabilities & stockholders’ equity
$ 27,841

SEE ACCOMPANYING NOTES
KINETIC RESOURCES CORP.
 (An Exploration Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
 (Stated in US Dollars)

 
From Inception
(March 4, 2010) to
June 30, 2010
   
Expenses
 
Bank charges
  65
Foreign exchange loss
  7
Legal fees
  5,999
Management fees – Note 4
  500
Office expenses
  506
     
Net loss
$ (7,077)
     
     
Basic loss per share
$ (0.01)
     
Weighted average number of shares outstanding - basic
  545,763
 
SEE ACCOMPANYING NOTES
KINETIC RESOURCES CORP .
 (An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Period from Inception (March 4, 2010) to June 30, 2010
(Stated in US Dollars)

 
 
 
 
 
Preferred Shares
 
 
 
 
(Note 1)
Common Shares
 
 
 
Additional
Paid-In
Capital
 
Deficit
Accumulated
During the
Exploration
Stage
   
Total
 
Number
 
Amount
 
Number
 
Amount
 
 
 
 
 
 
Balance, inception (March 4, 2010)
  -   $ -     -   $ -   $ -   $ -   $ -
                                         
Capital stock issued to founder for cash:
  -     -     2,000,000     2,000     13,558     -     15,558
Capital stock issued for cash, net of commission
  -     -     1,550,000     1,550     10,705     -     12,255
Net loss for the period
  -     -     -     -     -     (7,077)     (7,077)
                                         
Balance, June 30, 2010
  -   $ -     3,550,000   $ 3,550   $ 24,263   $ (7,077)   $ 20,736

SEE ACCOMPANYING NOTES
KINETIC RESOURCES CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
 (Stated in US Dollars)
 
 
From Inception
(March 4, 2010) to
June 30, 2010
   
Cash Flows used in Operating Activities
 
Net loss
$ (7,077)
Changes in non-cash working capital items:
   
Accounts payable and accrued liabilities
  6,605
     
Net cash used in operating activities
  (472)
     
Cash Flows from Financing Activities
   
Capital stock issued
  27,813
Increase in due to related party
  500
     
Net cash provided by financing activities
  28,313
     
Net increase in cash during the period
  27,841
     
Cash, beginning of the period
  -
     
Cash, end of the period
$ 27,841
     
Supplemental information
   
     
Interest and taxes paid in cash
$ -
 
SEE ACCOMPANYING NOTES
KINETIC RESOURCES CORP.
 (An Exploration Stage Company)
Notes to Consolidated Financial Statements
June 30, 2010
(Stated in US Dollars)
 
Note 1
Nature of Operations and Ability to Continue as a Going Concern

The Company was incorporated in the state of Nevada, United States of America on March 4, 2010.  The Company is an exploration stage company and was formed for the purpose of acquiring exploration and development stage mineral properties.  The Company’s year-end is June 30.

On June 4, 2010, the Company incorporated a wholly-owned subsidiary, KRC Exploration LLC in the State of Nevada, United States of America (“USA”) for the purpose of mineral exploration in the USA.
 
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  The Company has yet to achieve profitable operations, has accumulated losses of $7,077 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable terms, if at all.  The financials statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.
 
Note 2
Summary of Significant Accounting Policies
 
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are stated in US dollars.  The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expense during the reporting period. Actual results could differ from those estimates.

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

Kinetic Resources Corp.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2010
(Stated in US Dollars)

Note 2
Summary of Significant Accounting Policies – (continued)

Principles of Consolidation

 
These consolidated financial statements include the accounts of the Company and KRC Exploration LLC., a wholly owned subsidiary incorporated in Nevada, USA on June 4, 2010.  All significant inter-company transactions and balances have been eliminated.

Exploration Stage Company

The Company is an exploration stage company.  All losses accumulated since inception have been considered part of the Company’s exploration stage activities.

Cash

 
Cash consists of all highly liquid investments that are readily convertible to cash within 90 days when purchased.

Mineral Property

Costs of lease, acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred.

Foreign Currency Translation

The Company’s functional currency is the United States dollar as substantially all of the Company’s operations are in the USA. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”).

Assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the period.  Translation adjustments from the use of different exchange rates from period to period are included in the Accumulated Other Comprehensive Income account in Stockholders' Equity, if applicable.  Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date.  Any exchange gains and losses are included in the Statement of Operations and Comprehensive Loss.
 
Kinetic Resources Corp.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2010
(Stated in US Dollars)
 
Note 2
Summary of Significant Accounting Policies – (continued)
 
Income Taxes

The Company uses the asset and liability method of accounting for income taxes.  Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in period that includes the enactment date. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
 
Stock-based Compensation

 
The Company is required to record compensation expense, based on the fair value of the awards, for all awards granted after the date of the adoption.

Basic and Diluted Loss Per Share

Basic loss per share is computed using the weighted average number of shares outstanding during the period.  Fully diluted earnings (loss) per share are computed similar to basic income (loss) per share except that the denominator is increased to inclde the number of common stock equivalents (primarily outstanding options and warrants).  Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.  As there are no common stock equivalents outstanding, diluted and basic loss per share are the same.

Comprehensive Income

The Company is required to report comprehensive income, which includes net loss as well as changes in equity from non-owner sources.
 
 
F-8

Kinetic Resources Corp.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2010
(Stated in US Dollars)
 
Note 2
Summary of Significant Accounting Policies – (continued)
 
Newly Adopted Accounting Pronouncement
 
 
In June 2009, the Financial Accounting Standards Board ("FASB") issued authoritative guidance which established the FASB Standards Accounting Codification ("Codification") as the source of authoritative GAAP recognized by the FASB to be applied to non-governmental entities, and rules and interpretive releases of the SEC as authoritative GAAP for SEC registrants.  The Codification supersedes all the existing non-SEC accounting and reporting standards upon its effective date and, subsequently, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts.  The guidance is not intended to change or alter existing GAAP. The guidance became effective for the Company, upon inception on March 4, 2010.  The guidance did not have an impact on the Company's financial position, results of operations or cash flows.  All references to previous numbering of FASB Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts have been removed from the financial statements and accompanying footnotes.
 
Recently Issued Accounting Standards
 
In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition" (codified within ASC 605 - Revenue Recognition). ASU 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. ASU 2010-17 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-17 is not expected to have any material impact on our financial position, results of operations or cash flows.
 
In March 2010, the FASB issued ASU No. 2010-11, "Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives" (codified within ASC 815 - Derivatives and Hedging). ASU 2010-11 improves disclosures originally required under SFAS No. 161. ASU 2010-11 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-11 is not expected to have any material impact on our financial position, results of operations or cash flows.
 
Note 3
Financial Instruments

 
Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.

Kinetic Resources Corp.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2010
(Stated in US Dollars)
 
Note 3
Financial Instruments – (continued)
 
In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs.  The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.  Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
 
Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.
 
Level 2 – inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
 
Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.
 
The carrying value of the Company’s financial assets and liabilities which consist of cash, accounts payable, accrued liabilities, and due to related parties in management’s opinion approximate fair value due to the short maturity of such instruments.  These financial assets and liabilities are valued using level 3 inputs, except for cash which is at level 1.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.

Note 4
Related Party Transactions

The amount due to related party is payable to the Company’s former president for unpaid management fees of $500.  This amount is unsecured, non-interest bearing and has no specific terms for repayment.

On June 4, 2010, the Company received and accepted a subscription to purchase 2,000,000 shares of common stock at $0.00778 per share for aggregate proceeds of $15,558 from the Company’s president.  The subscription agreement permitted the Company to accept 200,000 Mexican Peso’s in full settlement of the share subscription.  The share subscription was settled in Mexican Peso’s.

During the period from March 4, 2010 to June 30, 2010, the Company incurred management fees of $500 charged by the Company’s former president.

Note 5
Capital Stock
 
Issued:

 
On June 4, 2010, the Company issued 2,000,000 shares of common stock to the Company’s president at $0.00778 per share for total proceeds of $15,558.

 
On June 22, 2010, the Company issued 1,550,000 shares of common stock at $0.00797 per share for total proceeds of $12,355 pursuant to a private placement.  The Company paid commissions of $100 for net proceeds of $12,255.
 
Kinetic Resources Corp.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2010
(Stated in US Dollars)

Note 6
Income Taxes

 
A reconciliation of the income tax provision computed at statutory rates to the reported tax provision is as follows:

 
March 4, 2010
(Date of Inception) to
June 30, 2010
   
Basic statutory and state income tax rate
35.0%

 
March 4, 2010
(Date of Inception) to
June 30, 2010
   
Approximate loss before income taxes
$ 7,077
     
Expected approximate tax recovery on net loss, before income tax
$ 2,477
Changes in valuation allowance
  (2,477)
     
Deferred income tax recovery
$ -

Significant components of the Company’s deferred tax assets and liabilities are as follows:

 
March 4, 2010
(Date of Inception) to
June 30, 2010
   
Deferred income tax assets
 
Non-capital losses carried forward
$ 2,477
Mineral properties
  -
Less: valuation allowance
  (2,477)
     
Deferred income tax assets
$ -


 
At June 30, 2010 , the Company has incurred accumulated net operating losses in the United States of America totalling approximately $7,077 which are available to reduce taxable income in future years.

Kinetic Resources Corp.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2010
(Stated in US Dollars)

Note 6
Income Taxes – (continued)
 
These losses expire as follows:

Year of Expiry
Amount
   
2030
$ 7,077

 
The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carryforwards that is more-likely-than-not to be realized from future operations.  The Company has chosen to provide an allowance of 100% against all available income tax loss carryforwards, regardless of their time of expiry.

Note 7
Subsequent Event
 
On July 28, 2010, our wholly owned subsidiary,  KRC Exploration LLC, a Nevada limited liability company, (“KRC”)  entered into a Property Option Agreement (the “Property Option Agreement”) with American Mining Corporation (“American”) to acquire an option to purchase a 100% interest in the Young America Mine group of Mineral Claims (the “YAM Claims”). Under the terms of the Property Option Agreement, the Company acquired an option to purchase a 100% interest in the YAM Claims for an initial payment of $4,000. In order to exercise the option, the Company must pay the following monies to American and make the following expenditures on the YAM Claims by the following dates:

·  
Payments to American
o  
$4,000 on or before August 31, 2011;
o  
$20,000 on or before August 31, 2012; and
o  
$100,000 on or before August 31, 2013.

·  
Exploration Expenditures
o  
$15,000 in aggregate exploration expenditures prior to August 31, 2012;
o  
$50,000 in aggregate exploration expenditures prior to August 31, 2013; and
$180,000 in aggregate exploration expenditures prior to August 31, 2014.
 
 
Part II


Item 13. Other Expenses Of Issuance And Distribution

The estimated costs of this offering are as follows:
 
Securities and Exchange Commission registration fee
$
1.16
Federal Taxes
$
0
State Taxes and Fees
$
0
Listing Fees
$
0
Printing and Engraving Fees
$
1,000
Transfer Agent Fees
$
1,000
Accounting fees and expenses
$
7,500
Legal fees and expenses
$
7,500
Total
$
17,001.16

All amounts are estimates, other than the Commission's registration fee.

We are paying all expenses of the offering listed above.  No portion of these expenses will be borne by the selling shareholders.  The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 14. Indemnification of Directors and Officers

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the governing Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation.  Our articles of incorporation do not contain any limiting language regarding director immunity from liability.  Excepted from this immunity are:

1.  
a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

2.  
a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

3.  
a transaction from which the director derived an improper personal profit; and
 
4.  
willful misconduct.

 
Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

1.  
such indemnification is expressly required to be made by law;

2.  
the proceeding was authorized by our Board of Directors;

3.  
such indemnification is provided by us, in our sole discretion, pursuant to the powers  vested in us under Nevada law; or;

4.  
such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.
 
Item 15. Recent Sales of Unregistered Securities

We issued 2,000,000 shares of common stock on June 4, 2010, to our sole officer and director, Mr. Luis Antonio Delgado Gonzalez, at a price of $0.00778 per share for total proceeds of $15,558. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted as defined in the Securities Act. We did not engage in any general solicitation or advertising Mr. Delgado was the only investor in this offering and contributed these funds as our initial equity capital.  As our sole officer and director and founding shareholder, Mr. Delgado had unlimited access to all of our information, including but not limited to our limited business history, current assets and liabilities and business objectives. Further, we believe that Mr. Delgado has such knowledge and experience in financial and business matters that he was capable of evaluating the merits and risks of the prospective investment.
 
On June 22, 2010, we closed a Private Stock Offering whereby we issued 1,550,000 shares of our common stock at a price of $0.00797 per share to a total of forty-one (41) purchasers.  The total amount we received from this offering was $12,335. 
 
The identity of the purchasers from the above offering is included in the selling shareholder table set forth above.  We completed this offering pursuant Rule 903(a)&(b)(3) of Regulation S of the Securities Act of 1933 as the following criteria were satisfied:
 
·  
All offers and sales were  made to  non-U.S. persons outside of the United States ;
·  
 No directed selling efforts were made in the United States by any party;
·  
Offering restrictions were implemented;
·  
The offer or sale was made only to natural persons who are Mexican citizens; and
·  
All of the provisions of Rule 903(b)(3)(iii)(B) were complied with.  Specifically:
o  
The purchasers of the shares certified that they were not  U.S. persons and were not acquiring the securities for the account or benefit of any U.S. person
o  
The purchasers of the shares agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act.
o  
The share certificates will contain a legend to the effect that transfer is prohibited except in accordance with the provisionsof Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act; and
o  
Per the subscriptions for the shares, we are required to refuse to register any transfer of the shares not made in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration.
 

Item 16. Exhibits
 
 
(1) Incorporated by reference to Registration Statement on Form S-1 filed September 13, 2010.
 
Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:  (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 

 (4) That, for the purpose of determining liability under the Securities Act to any purchaser,

(a) If the Company is relying on Rule 430B:

i. Each prospectus filed by the Company pursuant to Rule 424(b)(3) shall be deemed  to be  part of the  registration  statement  as of the  date  the  filed prospectus was deemed part of and included in the registration statement; and

ii.  Each  prospectus  required  to be filed  pursuant  to Rule  424(b)(2), (b)(5),  or (b)(7) as part of a registration  statement in reliance on Rule 430B relating to an offering made pursuant to Rule  415(a)(1)(i),  (vii),  or (x) for the  purpose of  providing  the  information  required  by section  10(a) of the Securities  Act shall be deemed to be part of and  included in the  registration statement  as of the earlier of the date such form of  prospectus  is first used after  effectiveness  or the date of the first contract of sale of securities in the  offering  described  in the  prospectus.  As  provided  in Rule  430B,  for liability  purposes  of the  issuer  and any  person  that  is at  that  date an underwriter,  such  date  shall  be  deemed  to be a new  effective  date of the registration  statement relating to the securities in the registration statement to which that  prospectus  relates,  and the offering of such securities at that time shall be deemed to be the initial  bona fide  offering  thereof;  provided, however,  that no statement made in a registration  statement or prospectus that is part of the  registration  statement  or made in a document  incorporated  or deemed  incorporated by reference into the registration  statement or prospectus that is part of the  registration  statement will, as to a purchaser with a time of  contract  of sale  prior to such  effective  date,  supersede  or modify any statement  that was made in the  registration  statement or prospectus  that was part of the  registration  statement  or made in any such  document  immediately prior to such effective date; or

(b) If the Company is subject to Rule 430C:

Each  prospectus  filed  pursuant to Rule 424(b) as part of a  registration statement relating to an offering, other than registration statements relying on Rule 430B or other than  prospectuses  filed in reliance on Rule 430A,  shall be deemed to be part of and included in the  registration  statement as of the date it is first used after effectiveness;  provided, however, that no statement made in a  registration  statement  or  prospectus  that is part of the  registration statement or made in a document incorporated or deemed incorporated by reference into the  registration  statement or prospectus that is part of the registration statement  will, as to a purchaser with a time of contract of sale prior to such first use,  supersede or modify any statement that was made in the  registration statement or prospectus that was part of the  registration  statement or made in any such document  immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities:  The undersigned registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer and sell such securities to the purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)  Insofar as Indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provision, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 

SIGNATURES
 
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1/A and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Bucerias, Nayarit, Mexico, on October 21 , 2010.
 
 
KINETIC RESOURCES CORP.
 
By:  /s/ Luis Antonio Delgado Gonzalez
        Luis Antonio Delgado Gonzalez  
        President, Chief Executive Officer, Chief Financial Officer,
        Principal Accounting Officer and sole Director
 
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Luis Antonio Delgado Gonzalez as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.

By: /s/ Luis Antonio Delgado Gonzalez
       Luis Antonio Delgado Gonzalez
       President, Chief Executive Officer, Chief Financial Officer,
       Principal Accounting Officer and sole Director
       October 21 , 2010