U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

Mark One

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended AugustMay 31, 20152016

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________________ to _____________________

 

Commission File No. 333-194055

 

KANGE CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

7371

33-1230169

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

 

2770 S. Maryland Pkwy. # 3023571 E. Sunset Road, Suite 420

Las Vegas, Nevada 8910989120

(702) 499-6022

702 731 3535

 (Address(Address and telephone number of principal executive offices)

 

Indicate by checkmarkcheck mark whether the issuer:Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the registrantRegistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No xNo ¨

 

Indicate by check mark whether the Registrantregistrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the Registrant is a large accelerated filed,filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large"large accelerated filer,” “accelerated filer”" "accelerated filer" and “smaller"smaller reporting company”company" in Rule 12b-2 of the Exchange Act.

 

(Check one):

 

Large accelerated filer

¨o

Accelerated filer

¨o

Non-accelerated filer

¨o

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

Indicate by checkmarkcheck mark whether the registrantRegistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No xNo ¨

 

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d)As of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

Applicable Only to Corporate Registrants

Indicate the number ofJune 8, 2016 there were 10,570,000 shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class

Outstanding as of October 15, 2015

Common Stock, $0.001

5,520,000

par value $0.001 per share outstanding.

 

 

 

INDEX

 

Page

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART I. FINANCIAL INFORMATION

3

Item 1.

Financial Statements

3

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

Item 3.

Qualitative and Quantitative Disclosures About Market Risk

13

Item 4.

Controls and Procedures

13

PART II. OTHER INFORMATIONItem 1.

Financial Statements

4

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

12

Item 3.

Qualitative and Quantitative Disclosures About Market Risk

15

Item 4.

Controls and Procedures

15

PART II. OTHER INFORMATION

17

Item 1.

Legal Proceedings

1517

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

1517

Item 3.

Defaults Upon Senior Securities

1517

Item 4.

Mine Safety Disclosure

1517

Item 5.

Other information

1517

Item 6.

Exhibits

1618

SIGNATURES

1719

 

 
2
 

PART I – FINANCIAL INFORMATION

 

PART I.TABLE OF CONTENTSFINANCIAL INFORMATION

Index to Financial Statements

Page

Condensed Balance Sheets as of May 31, 2016 (unaudited) and November 30, 2015

4

Condensed Statements of Operations for the three and six months ended May 31, 2016 and 2015 (unaudited)

5

Condensed Statements of Cash Flows for the six months ended May 31, 2016 and 2015 (unaudited)

6

Notes to Unaudited Condensed Financial Statements

7

3

 

ITEMItem 1. FINANCIAL STATEMENTSFinancial Statements.

 

KANGE CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

 

 

May 31,

 

 

November 30,

 

 

 

2016

 

 

2015

 

 

 

(unaudited)

 

 

 

 

ASSETS

Current assets

 

 

 

 

 

 

Cash

 

$334

 

 

$243

 

Total current assets

 

 

334

 

 

 

243

 

 

 

 

 

 

 

 

 

 

Total assets

 

$334

 

 

$243

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities

 

 

 

 

 

 

 

 

Convertible notes payable to related parties, net of discount

 

$29,386

 

 

$2,368

 

Accounts payable

 

 

200

 

 

 

5,832

 

Accounts payable to related party

 

 

200

 

 

 

-

 

Accrued expenses to related party

 

 

2,773

 

 

 

3,504

 

Total current liabilities

 

 

32,559

 

 

 

11,704

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

32,559

 

 

 

11,704

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

 

 

Common stock, $0.001 par value, 75,000,000 shares authorized,

 

 

 

 

 

 

 

 

10,570,000 and 10,570,000 shares issued and outstanding, respectively

 

 

10,570

 

 

 

10,570

 

Additional paid-in capital

 

 

541,253

 

 

 

515,065

 

Accumulated deficit

 

 

(584,048)

 

 

(537,096)

Total stockholders' deficit

 

 

(32,225)

 

 

(11,461)

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

 

$334

 

 

$243

 

 

 
 
 

 

August 31,

 

 

November 30,

 

 

 

2015

 

 

2014

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$410

 

 

$25

 

Total current assets

 

 

410

 

 

 

25

 

 

 

 

 

 

 

 

 

 

Total assets

 

$410

 

 

$25

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Due to shareholder

 

$18,128

 

 

$11,478

 

Total current liabilities

 

 

18,128

 

 

 

11,478

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

18,128

 

 

 

11,478

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

 

 

Preferred stock, $0.0001 par value, 50,000,000 shares authorized

 

 

 

 

 

 

 

 

Series A preferred stock, 5,000,000 shares authorized, 4,750,000 shares

 

 

 

 

 

 

 

 

issued and outstanding

 

 

-

 

 

 

-

 

Series B preferred stock, 250,000 shares authorized, 250,000 shares

 

 

 

 

 

 

 

 

issued and outstanding

 

 

-

 

 

 

-

 

Common stock, $0.001 par value, 75,000,000 shares authorized,

 

 

 

 

 

 

 

 

5,520,000 shares issued and outstanding

 

 

5,520

 

 

 

5,520

 

Additional paid-in capital

 

 

15,680

 

 

 

15,680

 

Deficit accumulated during the development stage

 

 

(38,918)

 

 

(32,653)

Total stockholders' deficit

 

 

(17,718)

 

 

(11,453)
 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

 

$410

 

 

$25

 

See accompanying notes to condensed unaudited financial statements.

 

 
34
 

 

KANGE CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

August 16,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Inception)

 

 

 

For the three months ended

 

 

For the nine months ended

 

 

to

 

 

 

August 31,

 

 

August 31,

 

 

August 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue, net

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

General and administrative

 

 

501

 

 

 

1,947

 

 

 

6,265

 

 

 

10,516

 

 

 

38,918

 

Operating loss

 

 

(501)

 

 

(1,947)

 

 

(6,265)

 

 

(10,516)

 

 

(38,918)
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(501)

 

$(1,947)

 

$(6,265)

 

$(10,516)

 

$(38,918)
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share - basic and diluted and diluted

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding - basic and diluted

 

 

5,520,000

 

 

 

5,520,000

 

 

 

5,520,000

 

 

 

5,520,000

 

 

 

  

 

* denotes a loss of less than $(0.01) per share

See accompanying notes to condensed unaudited financial statements.

4

KANGE CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT

AUGUST 31, 2015

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

during the

 

 

 

 

 

 

Common Stock

 

 

Paid In

 

 

Development

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Stage

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at inception, August 16, 2013

 

 

-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for cash at $0.001 per share on August 29, 2013

 

 

3,000,000

 

 

 

3,000

 

 

 

-

 

 

 

-

 

 

 

3,000

 

Shares issued for cash at $0.005 per share on September 23, 2013

 

 

1,400,000

 

 

 

1,400

 

 

 

5,600

 

 

 

-

 

 

 

7,000

 

Shares issued for cash at $0.01 per share on October 17, 2013

 

 

1,120,000

 

 

 

1,120

 

 

 

10,080

 

 

 

-

 

 

 

11,200

 

Net loss for the period ended November 30, 2013

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(678)

 

 

(678)
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at November 30, 2013

 

 

5,520,000

 

 

$5,520

 

 

$15,680

 

 

$(678)

 

$20,522

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ended November 30, 2014

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(31,975)

 

 

(31,975)
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at November 30, 2014

 

 

5,520,000

 

 

$5,520

 

 

$15,680

 

 

$(32,653)

 

$(11,453)
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ended August 31, 2015

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,765)

 

 

(7,765)
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at August 31, 2015

 

 

5,520,000

 

 

$5,520

 

 

$15,680

 

 

$(40,418)

 

$(19,218)

 

 

For the three months ended

 

 

For the six months ended

 

 

 

May 31,

 

 

May 31,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue, net

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

6,313

 

 

 

5,581

 

 

 

17,364

 

 

 

5,764

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(6,313)

 

 

(5,581

 

 

(17,364)

 

 

(5,764)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of debt discount

 

 

(14,121)

 

 

-

 

 

 

(27,018)

 

 

-

 

Interest expense

 

 

(1,567)

 

 

-

 

 

 

(2,570)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(22,001)

 

$(5,581)

 

$(46,952)

 

$(5,764)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share - basic and diluted and diluted

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding - basic and diluted

 

 

10,570,000

 

 

 

5,520,000

 

 

 

10,570,000

 

 

 

5,520,000

 

 

See accompanying notes to condensed unaudited financial statements.

  

 
5
 

 

KANGE CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months ended May 31,

(unaudited)

 

 

2016

 

 

2015

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$(46,952)

 

$(5,764)

Adjustments to reconcile net loss to net cash used in operations:

 

 

 

 

 

 

 

 

Amortization of debt discount

 

 

27,018

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

 

(5,632)

 

 

-

 

Accounts payable to related party

 

 

200

 

 

 

-

 

Accrued expenses

 

 

(731)

 

 

-

 

Net cash used in operating activities

 

 

(26,097)

 

 

(5,764)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from loan from related party

 

 

-

 

 

 

6,650

 

Proceeds from convertible note payable to related party

 

 

26,188

 

 

 

-

 

Net cash provided by financing activities

 

 

26,188

 

 

 

6,650

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

91

 

 

 

886

 

 

 

 

 

 

 

 

 

 

Cash at beginning of period

 

 

243

 

 

 

25

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

$334

 

 

$911

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Interest paid

 

$-

 

 

$-

 

Income taxes paid

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

For the period

 

 

 

 

 

 

 

 

 

August 16,

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

 

 

(Inception)

 

 

 

For the nine months ended

 

 

to

 

 

 

August 31,

 

 

August 31,

 

 

 

2015

 

 

2014

 

 

2015

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net loss

 

$(6,265)

 

$(10,516)

 

$(38,918)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

-

 

 

 

-

 

 

 

-

 

Net cash used in operating activities

 

 

(6,265)

 

 

(10,516)

 

 

(38,918)
 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows provided by investing activities

 

 

-

 

 

 

-

 

 

 

-

 

Net cash provided by (used in) investing activities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

 

-

 

 

 

-

 

 

 

21,200

 

Proceeds from shareholder loan

 

 

6,650

 

 

 

-

 

 

 

18,128

 

Net cash provided by financing activities

 

 

6,650

 

 

 

-

 

 

 

39,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net decrease in cash

 

 

385

 

 

 

(10,516)

 

 

410

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash at beginning of period

 

 

25

 

 

 

21,700

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

$410

 

 

$11,184

 

 

$410

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

$-

 

 

$-

 

 

$-

 

Income taxes paid

 

$-

 

 

$-

 

 

$-

 

See accompanying notes to condensed unaudited condensed financial statements.

 

 
6
 

 

KANGE CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONDENSED UNAUDITED FINANACIALFINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS ENDED AUGUSTMAY 31, 2015 AND 2014 AND2016

THE PERIOD FROM AUGUST 16, 2013 (INCEPTION) TO AUGUST 31, 2015(unaudited)

 

NOTE 1 ORGANIZATION AND NATURE OF BUSINESS

 

Organization

Kange Corp. (“("Kange," the “Company,” “we,”“us,”"Company," "we," "us," or “our”"our") was incorporated under the laws of the State of Nevada on August 16, 2013 (Inception). We are a development stage company and we intend to commence business operations in developing and selling mobile software products, for Apple and androidAndroid platforms, starting in Estonia and Europe, which is our initial intended market. We also planApple is a trademark of Apple Inc., and Android is a trademark of Alphabet Inc.

Basis of Presentation

The accompanying unaudited condensed financial statements of Kange Corp. have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to provide mobile software products internationallyForm 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended May 31, 2016 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending November 30, 2016. In the opinion of the Company's management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company's results of operations, financial position and cash flows. The unaudited interim condensed financial statements should be read in conjunction with the audited financial statements in the Company's Form 10-K for the year ended November 30, 2015 filed on February 26, 2016 and Management's Discussion and Analysis of Financial Condition and Results of Operations.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities.

The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as well.derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date.

7

 

NOTE 2 KANGE CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

GOING CONCERNMAY 31, 2016

(unaudited)

Going Concern

 

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained net losses of $7,765$46,952 and used cash in operating activities of $6,265$26,097 for the ninesix months ended AugustMay 31, 2015.2016. The Company had working capital deficit, stockholders’ deficiencystockholders' deficit and accumulated deficit of $19,218, $19,218$32,225, $32,225 and $40,418,$584,048, respectively, at AugustMay 31, 2015.2016. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’sCompany's continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts.

 

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 3  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a November 30 fiscal year end.

Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. These financial statements should be read in conjunction with the financial statements of the Company for the year ended November 30, 2014 and notes thereto contained in the Annual Report on Form 10-K of the Company filed with the United States Securities and Exchange Commission (the “SEC”) on April 27, 2015. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Development Stage Company

The Company is in the development stage as defined under the then current Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 “Development-Stage Entities” and among the additional disclosures required as a development stage company are that its financial statements were identified as those of a development stage company, and that the statements of operations, stockholders’ deficit and cash flows disclosed activity since the date of its Inception (August 16, 2013) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has not elected to early adopt these provisions and consequently these additional disclosures are included in these financial statements.

7

KANGE CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONDENSED UNAUDITED FINANACIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS ENDED AUGUST 31, 2015 AND 2014 AND

THE PERIOD FROM AUGUST 16, 2013 (INCEPTION) TO AUGUST 31, 2015

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the web site and property and equipment, valuation of warrants and beneficial conversion feature debt discounts, valuation of derivatives, valuation of share-based payments and the valuation allowance on deferred tax assets.

 

Reclassifications

 

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders’stockholders' equity as previously reported.

 

Cash and Cash EquivalentsNet Earnings (Loss) Per Share

 

For purposesIn accordance with ASC 260-10, "Earnings Per Share," basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the Statementperiod. Diluted earnings (loss) per share are computed using the weighted average number of Cash Flows,common and dilutive common stock equivalent shares outstanding during the Company considers all highly liquid instruments purchased with a maturityperiod. Dilutive common stock equivalent shares which may dilute future earnings per share consist of three months or less to be cash equivalents to the extent the fundsconvertible notes convertible into 2,851,185 common shares. Equivalent shares are not being held for investment purposes.

The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At August 31, 2015,utilized when the Company's bank deposits did not exceed the insured amounts.

Fair Value of Financial Instruments

FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. 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.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions

The Company’s financial instruments consist of cash and a loan from a director. The carrying amount of these financial instruments approximates fair value due to the short-term maturity of these items.

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flowseffect is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.anti-dilutive (see Note 3).

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

 
8
 

KANGE CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONDENSED UNAUDITED FINANACIALFINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS ENDED AUGUSTMAY 31, 2015 AND 2014 AND2016

THE PERIOD FROM AUGUST 16, 2013 (INCEPTION) TO AUGUST 31, 2015(unaudited)

 

Revenue RecognitionEffect of Recent Accounting Pronouncements

 

The Company will recognize revenue in accordance with ASC. 605, “Revenue Recognition” ASC-605 requiresreviews new accounting pronouncements as issued. No new pronouncements had any material effect on these unaudited financial statements. The accounting pronouncements issued subsequent to the date of these unaudited financial statements that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3)were considered significant by management were evaluated for the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are basedpotential effect on management's judgments regarding the fixed naturethese unaudited financial statements. Management does not believe any of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Companysubsequent pronouncements will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 and $0 during the nine month periods ended August 31, 2015 and 2014, respectively.

Stock-Based Compensation

As of August 31, 2015 the Company has not issued any stock-based payments. Stock-based compensation is accounted for at fair value in accordance with ASC 718, ”Compensation Stock Compensation.” To date, the Company has not adoptedhave a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

The Company computes loss per share in accordance with “ASC-260,” “Earnings per Share” which requires presentation of both basic and diluted earnings per sharematerial effect on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. No potentially dilutive securities were issued or outstanding during the three and nine month periods ended August 31, 2015 and 2014.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncementsthese unaudited financial statements as presented and does not believeanticipate the need for any future adoptionrestatement of these unaudited condensed financial statements because of the retro-active application of any suchaccounting pronouncements may be expectedissued subsequent to cause a material impact on itsMay 31, 2016 through the date these unaudited financial condition or the results of its operations other than those relating to Development Stage Companies as discussed above.statements were issued.

 

NOTE 2 DUE TO SHAREHOLDER ASSIGNMENT OF CONTRACTUAL RIGHTS

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitmentOn November 9, 2015, in exchange for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

On August 16, 2013, our director and principal shareholder advanced $678 to the Company to fund its initial incorporation with the Nevada Secretary of State. The director and principal shareholder loaned a further $500 to the Company on October 30, 2013 as working capital. During October 2014 the shareholder has loaned $10,300 to the Company for working capital. On December 10, 2014 the shareholder loaned additional $600 to the working capital. During the nine month period ended August 31, 2015 the shareholder loaned additional $6,050 for working capital.

As of August 31, 2015 the total due to this shareholder was $18,128. This amount is due on demand, bears no interest and is unsecured.

NOTE 5  COMMON STOCK

The Company has 75,000,000 authorized5,000,000 shares of common stock of the Company, the Company was assigned by AMJ Global, LLC ("AMJ Global"), a company beneficially owned by Dr. Arthur Malone, Jr., the Company's chief executive officer and director, the contractual rights of AMJ Global pursuant to its agreements with Blabeey, Inc. ("Blabeey"), a parmobile App designer focused on social media and messaging. The irrevocable assignment, transferred and conveyed in its entirety to the Company, all of AMJ Global's rights and obligations that are stipulated and set forth in every and all agreements between AMJ Global and Blabeey, including, but not limited to, the agreement between AMJ Global and Blabeey dated October 26, 2015. The transaction was, due to the structure of the agreement, between entities under common control and therefore the amount of the historical cost of the assets, $471,672, was recorded as an expense as there is no fixed and determinable future value, and the expense was recorded as a loss on the acquisition of $0.001contractual rights. See Notes 5 and 6.

NOTE 3 – CONVERTIBLE NOTES PAYABLE TO RELATED PARTIES, NET OF DISCOUNTS

Convertible notes payable, net of discounts, all classified as current at May 31, 2016 and November 30, 2015, consists of the following:

Convertible notes to related parties, net of discounts

 

 

May 31, 2016

 

 

November 30, 2015

 

 

 

 

 

 

 

 

 

Principal,

 

 

 

 

 

 

 

 

Principal,

 

 

 

 

 

 

Debt

 

 

net of

 

 

 

 

 

Debt

 

 

net of

 

 

 

Principal

 

 

Discount

 

 

Discounts

 

 

Principal

 

 

Discount

 

 

Discounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AMJ Global, LLC (a)

 

$9,935

 

 

$(4,382)

 

$5,553

 

 

$9,935

 

 

$(9,363)

 

$572

 

AMJ Global, LLC

 

 

18,128

 

 

 

(7,996)

 

 

10,132

 

 

 

18,128

 

 

 

(16,332)

 

 

1,796

 

AMJ Global, LLC

 

 

19,901

 

 

 

(7,147)

 

 

12,754

 

 

 

-

 

 

 

-

 

 

 

-

 

AMJ Global, LLC

 

 

6,287

 

 

 

(5,340)

 

 

947

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$54,251

 

 

$(24,865)

 

$29,386

 

 

$28,063

 

 

$(25,695)

 

$2,368

 

_________

(a) Assigned from Victor Stepanov on March 15, 2016.

On November 9, 2015, the Company executed a convertible promissory note with Victor Stepanov, the former chief executive officer and director of the Company, for $9,935, in exchange for accrued compensation pursuant to his employment agreement with the Company. The note bears interest at the rate of 12% per annum, which accrues monthly. As of May 31, 2016 and November 30, 2015, the accrued interest was $670 and $72, respectively. The note matures on November 8, 2016. The note has a conversion feature of $0.02 per share.

A beneficial conversion feature of $9,935 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of May 31, 2016 and November 30, 2015, $5,553 and $572, respectively, has been recorded as a beneficial conversion feature expense. On March 15, 2016, Mr. Stepanov assigned this convertible promissory note to AMJ Global, LLC ("AMJ Global"). See Notes 5 and 6.

 

 
9
 

KANGE CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONDENSED UNAUDITED FINANACIALFINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS ENDED AUGUSTMAY 31, 2015 AND 2014 AND2016

THE PERIOD FROM AUGUST 16, 2013 (INCEPTION) TO AUGUST 31, 2015(unaudited)

 

On August 29, 2013,November 9, 2015, the Company issued 3,000,000 sharesexecuted a convertible promissory note with AMJ Global, a company which is beneficially owned by Dr. Arthur Malone, Jr., the chief executive officer and director of common stockthe Company, for cash proceeds$18,128. This note was created due to the assignment of $3,000the balance due to shareholder (see Note 5), which was assigned to AMJ Global on November 9, 2015. The note bears interest at $0.001the rate of 12% per annum, which accrues monthly. As of May 31, 2016 and November 30, 2015, the accrued interest was $1,222 and $131, respectively. The note matures on November 8, 2016. The note has a conversion feature of $0.02 per share. A beneficial conversion feature of $18,128 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of May 31, 2016 and November 30, 2015, $10,132 and $1,796, respectively, has been recorded as a beneficial conversion feature expense. See Note 5.

 

On September 23, 2013,February 5, 2016, the Company issued 1,400,000 sharesexecuted a convertible promissory note with AMJ Global for $19,901. This note was in exchange for the payment of common stock for cash proceedscertain vendors of $7,000the Company. The note bears interest at $0.005the rate of 12% per annum, which accrues monthly. As of May 31, 2016, the accrued interest was $766. The note matures on February 4, 2017. The note has a conversion feature of $0.02 per share. A beneficial conversion feature of $19,901 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of May 31, 2016, $12,754 has been recorded as a beneficial conversion feature expense. See Note 5.

 

On October 17, 2013,April 6, 2016, the Company issued 1,120,000 sharesexecuted a convertible promissory note with AMJ Global for $6,287. This note was in exchange for the payment of common stock for cash proceedscertain vendors of $11,200the Company. The note bears interest at $0.01the rate of 12% per annum, which accrues monthly. As of May 31, 2016, the accrued interest was $116. The note matures on April 6, 2017. The note has a conversion feature of $0.02 per share. A beneficial conversion feature of $6,287 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of May 31, 2016, $947 has been recorded as a beneficial conversion feature expense. See Note 5.

There were 5,520,000 shares of common stock issued and outstanding as of August 31, 2015.

 

NOTE 64 – COMMITMENTS AND CONTINGENCIES

 

Legal Matters

 

From time to time, the Companywe may become subjectbe involved in litigation relating to legal proceedings, claims and litigation arising out of our operations in the ordinarynormal course of its business. The Company is not currently a party to any material legal proceedings, nor is the Company awareAs of any otherMay 31, 2016, there were no pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.lawsuits.

 

NOTE 75 RELATED PARTY TRANSACTIONS

In support of the Company's efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

On August 16, 2013, our sole director and principal shareholder advanced $678 to the Company to fund its initial incorporation with the Nevada Secretary of State. The sole director and principal shareholder loaned a further $500 to the Company on October 30, 2013 as working capital. During October 2014, a director had loaned $10,300 to the Company for working capital. During the fiscal year 2015, through November 9, 2015, an additional $6,650 was loaned to the Company. On November 9, 2015, the total for the loan from this director was $18,128 and it was assigned to AMJ Global, a company controlled by Dr. Arthur Malone, Jr., the Company's chief executive officer and director. The Company executed a convertible note payable to AMJ Global for $18,128. This note was created due to the assignment of the balance due to shareholder (see Note 3), which was assigned to AMJ Global on November 9, 2015.

10

KANGE CORP.

INCOME TAXESNOTES TO THE CONDENSED FINANCIAL STATEMENTS

MAY 31, 2016

(unaudited)

 

As of August 31, 2015,On February 5, 2016, the Company had net operating loss carry forwardsexecuted a convertible promissory note with AMJ Global for $19,901. This note was in exchange for the payment of $40,418 that may be availablecertain vendors of the Company. The note bears interest at the rate of 12% per annum, which accrues monthly. The note matures on June 8, 2016. The note has a conversion feature of $0.02 per share. See Note 3.

On March 15, 2016, Mr. Stepanov assigned his convertible promissory note to reduce future years’ taxable income through 2035. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly,AMJ Global. See Note 3. 

On April 6, 2016, the Company has recordedexecuted a valuation allowanceconvertible promissory note with AMJ Global for $6,287. This note was in exchange for the deferred tax asset relatingpayment of certain vendors of the Company. The note bears interest at the rate of 12% per annum, which accrues monthly. The note matures on April 6, 2017. The note has a conversion feature of $0.02 per share. See Note 3.

NOTE 6 STOCKHOLDERS' DEFICIT

Common Stock

The Company was authorized to these tax loss carry-forwards.issue up to 75,000,000 shares of common stock, par value $0.001 per share. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

There were 10,570,000 shares of common stock issued and outstanding as of May 31, 2016.

 

NOTE 87 SUBSEQUENT EVENTS

On October 14, 2015, Elena Trinidad resigned as Chief Financial Officer of the Company to pursue other opportunities. Ms. Trinidad resignation was not due to, and was not caused by, in whole or in part, any disagreement with the Company, where related to the Company’s operations, policies, practices or otherwise.

On October 9, 2015, our independent auditor, Cutler & Co., LLC (“Cutler”), notified the Company that they were merging with Pritchett, Siler & Hardy PC (“PS&H”). On October 9, 2015, the Company received a resignation letter from Cutler and an engagement letter from PS&H, which was signed accordingly.


The Company has evaluated all events that occurred after August 31, 2014February 29, 2016 through the date on which the financial statements were issued and determined that, other than as disclosed above, there were no material subsequent events required to be disclosed under U.S. GAAP.


 
1011
 

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

 

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements”"forward-looking statements" within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations." You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” ”will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek”"may," "might," "could," "would," "will," "anticipate," "believe," "plan," "estimate," "project," "expect," "intend," "seek" and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

 

The following discussion of our results of operations should be read together with our financial statements and related notes included elsewhere in this report.

 

General

 

The Company plans to developwas a startup company that was incorporated in Nevada on August 16, 2013.

The Company is developing and marketmarketing a software product as a mobile application for end users of the current generation iPhone 5S, 5,and iPad from Apple, Inc., and mobile phones with androidusing the Android platform. The mobile application’sapplication's digital content will be customizable by the owner of the particular device using our software. We plan to stay on the cutting edge of the constantly changing mobile application market, and our goal is to create a quality reputation within the mobile software community and marketplace. We plan to sell our initial applications through AppleApple's App Store or through our own online retail website to small business owners, who desire their own mobile applications and want to control the content. Apple, App Store, iPhone and iPad are trademarks of Apple Inc., and Android and Google Play are trademarks of Alphabet Inc.

 

On June 8, 2015, the Company entered into a development contract with Idap Group, LTD, a Ukrainian company (“("Software Developer”Developer"). Under the terms of the contract, Software Developer agreesagreed to provide mobile (pda and smartphone) application (“App”("App") software development to the Company, in exchange for not more than one hundred thousand U.S. dollars. Delivery of the ready Softwaresoftware shall be performed by placing it in the App Store and Google Play by Software Developer or transmitted via the Internet.

On November 9, 2015, AMJ Global, LLC ("AMJ Global"), a company beneficially owned by Dr. Arthur Malone, Jr., the Company's chief executive officer and director, assigned the rights of AMJ Global pursuant to its agreements with Blabeey, Inc. ("Blabeey"), a mobile App designer. The irrevocable assignment, transferred and conveyed in its entirety to the Company, all of AMJ Global's rights and obligations that are stipulated and set forth in every and all agreements between AMJ Global and Blabeey, including, but not limited to, the agreement between AMJ Global and Blabeey dated October 26, 2015. Blabeey's web site is www.blabeey.com and is not incorporated in this filing. The Company issued 5,000,000 shares of common stock to AMJ Global for the assignment. The Company valued those shares at $471,672, the historical asset cost of Blabeey.

 

We have had limited operations and have been issued a "going concern" opinion by our auditor for the period ended November 30, 2015, based upon our reliance on the sale of our common stock as the sole source of funds for our operations for the near future.

The following Management Discussion and Analysis should be read in conjunction with the unaudited financial statements and accompanying notes included in this Form 10-Q.

12

Results of Operations

 

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements.

Three MonthsMonth Period Ended AugustMay 31, 20152016 Compared to the Three Month Period Ended AugustMay 31, 2014.2015.

 

We recognized no revenue for the three months ended AugustMay 31, 20152016 and 20142015 as we are a development stage company.

 

During the three months ended AugustMay 31, 2015,2016, we incurred general and administrative expenses of $2,001$6,313 compared to $1,947$5,581 incurred during the three months ended AugustMay 31, 2014.2015. These expenses related to corporate overhead, financial and administrative contracted services. The variance is due to timing of services rendered in connection with the Company's filings.

 

Our net loss for the three months period ended AugustMay 31, 20152016 was $2,001$22,001 compared to a net loss of $1,947$5,581 for the three months period ended AugustMay 31, 20142015 due to the factors discussed above.

11
above, including $14,121 of amortization of debt discount for 2016.

 

NineSix Months Period Ended AugustMay 31, 20152016 Compared to the NineSix Month Period Ended August 31, 2014.February 28, 2015.

 

We recognized no revenue for the ninesix months ended AugustMay 31, 20152016 and 20142015 as we are a development stage company.

 

During the ninesix months ended AugustMay 31, 2015,2016, we incurred general and administrative expenses of $7,765$17,364 compared to $10,516$5,764 incurred forduring the nine month periodsix months ended AugustMay 31, 2014.2015. These expenses related to corporate overhead, financial and administrative contracted services. The variance is due to timing of services rendered in connection with the Company's filings.

 

Thus, ourOur net loss for the nine monthsix months period ended AugustMay 31, 20152016 was $7,765$46,952 compared to a net loss of $10,516$5,764 for the nine monthsix months period ended AugustMay 31, 20142015 due to the factors discussed above.

above, including $27,018 of amortization of debt discount for 2016.

 

Liquidity and Capital Resources

 

As of AugustMay 31, 2015,2016, our total assets were $410,$334, comprising exclusively of cash, compared to $25$243 in total assets, also comprising exclusively of cash, at November 30, 2014.2015.

 

As of AugustMay 31, 2015,2016, our total liabilities were $19,628,$32,559, which inculdedincluded accounts payable, accrued expenses, and shareholder’s advances,notes payable to related parties, compared to $11,478$11,704 in total liabilities, comprised exclusively of shareholder’s advances,which included accounts payable, accrued expenses, and notes payable to related parties, at November 30, 2014.2015.

 

Stockholders’Stockholders' deficit was $19,218$32,225 as of AugustMay 31, 20152016 compared to stockholders' deficit of $11,453$11,461 as of November 30, 2014.2015.

 

The variance between AugustMay 31, 20152016 and November 30, 20142015 principally relates to operating losses incurred in the period.

 

13

Cash Flows from Operating Activities

 

Net cash used in operating activities was $6,265$26,097 and $10,516$5,764 in the ninesix months ended AugustMay 31, 20152016 and 2014,2015, respectively. The decrease was in line with the decrease in the losses we incurred between the two periods.

 

Cash Flows from Investing Activities

 

The Company has not generated or used any cash flows from investing activities during the ninesix months ended AugustMay 31, 20152016 and 2014.May 31, 2015.

 

Cash Flows from Financing Activities

 

We have historically financed our operations primarily from either advances from our shareholder or the issuance of equity. We received $26,188 and $6,650 advancein advances from our shareholder during the ninesix months ended AugustMay 31, 2016 and 2015, while no financing activities occurred during the nine months ended August 31, 2014.respectively.

 

Going Concern

 

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had revenue of $0 and net losses of $7,765$46,952 for the ninesix months ended AugustMay 31, 20152016 compared to revenue of $0 and net losses of $10,516$5,764 for the ninesix months ended AugustMay 31, 2014.2015. The Company had working capital deficiency, stockholders’stockholders' deficit, and accumulated deficit of $19,218, $19,218$32,225, $32,225 and $40,418,$584,048, respectively, at AugustMay 31, 2015,2016, and used cash in operations of $6,265$26,097 in the ninesix months ended AugustMay 31, 2015.2016. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company is highly dependent on its ability to continue to obtain investment capital from future funding opportunities to fund the current and planned operating levels. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’sCompany's continuation as a going concern is dependent upon its ability to bring in income generating activities and its ability to continue receiving investment capital from future funding opportunities. No assurance can be given that the Company will be successful in these efforts.

12

 

Plan of Operation and Funding

 

We expect that working capital requirements will continue to be funded through a combination of loans formfrom our director and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Off-Balance Sheet Arrangements

 

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

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Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of 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. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

 

See Item 7, “Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations”Operations" and Note 2, “Summary"Summary of Significant Accounting Policies”Policies" in our audited financial statements for the year ended August 31, 2014,November 30, 2015, included in our Annual Report on Form 10-K as filed on April 27, 2015,February 26, 2016, for a discussion of our critical accounting policies and estimates.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller"smaller reporting company”company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The Securities and Exchange Commission defines the term “disclosure"disclosure controls and procedures”procedures" to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’sCommission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’sissuer's management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

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As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’sCompany's disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

 

1.

The Company intends to appoint additional independent directors;

2.

Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;

3.

Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;

4.

Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

15

  

To remediate our internal control weaknesses, management intends to implement the following measures:

 

·

The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee.

·

The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.

·

The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.

·

Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

 

The additional hiring is contingent upon The Company’sCompany's efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

 

Changes in Internal Control Over Financial Reporting

 

Except as set forth above, due to the new business plan, we areThere was no change in the process of finalizing our controlsCompany's internal control over financial reporting during the new business process.period ended May 31, 2016, that has materially affected, or is likely to materially affect, the Company's internal control over financial reporting.

 

Limitations on the Effectiveness of Controls

 

The Company’sCompany's management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting, when implemented, will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’ssystem's objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

  

 
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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The Company has 75,000,000 authorized sharesThere were no unregistered sales of common stock with a par value of $0.001 per share.

On August 29, 2013,equity securities during the Company issued 3,000,000 shares of common stock for cash proceeds of $3,000 at $0.001 per share.

On September 23, 2013, the Company issued 1,400,000 shares of common stock for cash proceeds of $7,000 at $0.005 per share.quarterly period ending May 31, 2016. 

On October 17, 2013, the Company issued 1,120,000 shares of common stock for cash proceeds of $11,200 at $0.01 per share.

The sales were exempt under Section 4(2) and 3(b) of the Securities Act of 1933, as amended, and the rules and regulations promulgated there under, including Regulations D, due to the facts that the investor was an accredited investor, had acquired the shares for investment purposes and not with a view for re-distribution, had access to sufficient information concerning the Company, and the certificate(s) representing such shares will bear a restrictive legend.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

We have no senior securities outstanding in any of the periods presented in these financial statements.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

ITEM 5. OTHER INFORMATION

 

On October 14, 2015, Elena Trinidad resigned as Chief Financial Officer and Director of the Company to pursue other opportunities. Ms. Trinidad resignation was not due to, and was not caused by, in whole or in part, any disagreement with the Company, where related to the Company’s operations, policies, practices or otherwise.

None.

 

 
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ITEM 6. EXHIBITS

 

See the Exhibit Index following the signature page of this Registration Statement, which Exhibit Index is incorporated herein by reference.

Exhibit No.Number

Description

3.1

Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1, filed on February 21, 2014)

3.2

Bylaws (incorporated by reference to our Registration Statement on Form S-1, filed on February 21, 2014)

5.1

Opinion re: Legality and Consent of Counsel (incorporated by reference to our Registration Statement on Form S-1, filed on February 21, 2014)

10.1

Agreement executed by Audit for the Period Ended November 6, 2014 of Kange Corp., the private company (incorporated by reference to our Registration Statement on Form S-1, filed on February 21, 2014)

10.2

Verbal Agreement executed: description of material loan from Mr. Brakin to Kange Corp. (incorporated by reference to our Registration Statement on Form S-1, filed on February 21, 2014)

10.3

Assignment of Rights Agreement between the Company and AMJ Global (incorporated by reference to our Current Report on Form 8-K filed on November 12, 2015)

31.1 (1)

Certification by theof Principal Executive Officer of RegistrantKange Corp. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

31.2 (1)

Certification by theof Principal FinancialAccounting Officer of RegistrantKange Corp. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

32.1 (1)

Certification by theof Principal Executive Officer pursuant to 18 U.S.C. 1350 as adoptedof Kange Corp. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002 and Section 1350 Of 18 U.S.C. 63

32.2 (1)

Certification by theof Principal FinancialAccounting Officer pursuant to 18 U.S.C. 1350 as adoptedof Kange Corp. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002 and Section 1350 Of 18 U.S.C. 63

101.INS

XBRL Taxonomy Extension Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

___________ 

(1) Filed herewith

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Kange Corp.

Dated: October 15, 2015June 16, 2016

By:

/s/ Victor StepanovDr. Arthur Malone, Jr.

Victor StepanovDr. Arthur Malone, Jr.

Chief Executive Officer and Chief Financial Officer

 

 

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