UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended AugustMay 31, 20182021

For the transition period from ____________ to ____________

Commission File Number: 333-194055

11724 Ventura Blvd Suite B, Studio City, California 91604

(Address of principal executive offices)

(818) 853-7033

(Registrant'sRegistrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes      ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒☐ Yes      ☐☒ No

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of June 8,September 27, 2021, the Company had 14,553,46514,396,323 shares of common stock outstanding.

KANGE CORP.

INDEX

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Kange Corp.

Index to Interim Financial Statements

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

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

For the NineSix Months Ended AugustMay 31 2018, 2021

For the NineSix Months Ended AugustMay 31 2017, 2020

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

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

KANGE CORP.

NOTES TO FINANCIAL STATEMENTS

AUGUSTMAY 31, 20182021

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESSSIGNIFICANT ACCOUNTING POLICIES

Organization

Kange Corp. ("Kange," the "Company," "we," "us," or "our") was incorporated under the laws of the State of Nevada on August 16, 2013. We are a start-up company developing mobile software products for Apple and Android platforms, starting in Estonia and Europe, which is our initial intended market. Apple is a trademark of Apple Inc., and Android is a trademark of Alphabet Inc. During 2017, we began focusing on the intersection of technology and wholistic technology-based health treatments. We retained an advisor having substantial experience in the technology sector, and two former professional athletes to advise us regarding sports health issues and treatments. We intend to provide services to formulate a treatment model to meet the needs of professional athletes that suffer from PTSD and the early onset of dementia and Alzheimer’s. The Company is currently evaluating operations in the wholistic health industry.

Basis of Presentation

The accompanying unaudited interim financial statements of the Company are condensed and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements are condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all of the information and notesfootnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for comprehensivea fair statement of the periods presented for: (a) the financial position; (b) the results of operations; and (c) cash flows, have been made in order to make the financial statements andpresented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with our audited consolidatedthe financial statements and related notes included in ourthe Company’s Annual Report on Form 10-K, for the year ended November 30, 2017. The results of operations for2020, as filed with the period ended August 31, 2018 are not necessarily indicative of the operating results for the full year.

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 uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair valueSEC on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows:

The Company’s financial instruments, including cash, accounts payable, accrued expenses, and due to related parties are carried at historical cost. At August 31, 2018 and November 30, 2017, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. The Company values marketable securities as level 1 and are measured at fair value.

Going Concern

The accompanying 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 used cash in operating activities of $1,327 for the nine months ended August 31, 2018. The Company had an accumulated deficit of $1,294,913 at August 31, 2018. 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'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 related 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.September 15, 2021.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of AmericaGAAP 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. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Net Earnings (Loss) Per Share

In 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 period. Diluted earnings (loss) per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period, which are excluded from the computation if anti-dilutive. There are no dilutive or potentially dilutive securities outstanding during the periods presented.NOTE 2 – GOING CONCERN AND LIQUIDITY CONSIDERATION

Recent Accounting PronouncementsGoing Concern

The Company reviews new accounting pronouncements as issued. Except as disclosed in Note 2, no new pronouncements had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of theseCompany’s financial statements that were considered significant by management were evaluated forare prepared in accordance with GAAP applicable to a going concern. This contemplates the potential effect on these financial statements. Managementrealization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not believe anyhave material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has an accumulated deficit of $1,322,681. The Company will be dependent upon the subsequent pronouncements will have a material effect on these financial statements as presented and does not anticipate the need for any future restatementraising of these financial statements because of the retro-active application of any accounting pronouncements issued subsequent to August 31, 2018additional capital through the date these financial statements were issued.

NOTE 2 – PREPAID EXPENSES

During the year ended November 30, 2017, the Company issued a total of 155,000 sharesplacement of common stock in order to five separate consultants pursuantimplement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to advisory board agreements. Three advisory board agreements were made effective on May 25, 2017 with termscontinue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of 15,000 shares eachrecorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence. Accordingly, these factors raise substantial doubt as to be issued for one year of servicesthe Company’s ability to be rendered. Two advisory board agreements were made effective on October 1, 2017 with terms of 30,000 shares eachcontinue as a going concern.

The officers and directors have committed to be issued for one year of services. The Company valued the advisory agreement shares based on the closing stock priceadvancing certain operating costs of the Company, on the date of the executed agreement (the grant date), which resulted inincluding compliance costs for being a total combined value of $124,000 initially recorded as prepaid expense to be amortized ratably over the contract term.

During the nine months ended August 31, 2018, the Company recorded consulting expense in the amount of $53,392, resulting in the remaining balance of prepaid expense, the uncompleted portion of the contract, of $12,920 and $66,312 at August 31, 2018 and November 30, 2017, respectivelypublic company.

NOTE 3 – MARKETABLE SECURITIES

We adopted ASU 2016-01 on December 1, 2017, which requires us to measure all equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in earnings. We use quoted market prices to determine the fair value of equity securities with readily determinable fair values.

On November 1, 2017 the Company executed a stock purchase agreement (the “SPA”) with AMJ Global Entertainment, LLC, a related party and holder of 4,803,195 shares of common stock in Patient Access Solutions Inc., a Nevada corporation with ticker symbol “PASO”. Pursuant to the SPA, the Company issued 158,824 shares of common stock in exchange for 1,157,142 shares of Patient Access Solutions Inc.

On November 1, 2017, the Company recorded the shares of Patient Access Solutions Inc. at $81,000. As of August 31, 2018, based quoted market prices, the Company recognized an unrealized loss of $64,800.

The carrying values and unrealized loss of our equity securities were included in the following line items in our balance sheets and statements of operations:

NOTE 4 – RELATED PARTY TRANSACTIONS

In support of the Company'sCompany’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 non-interest bearing, considered temporary in nature, and have not been formalized by a promissory note.

On November 1, 2017, the Company entered into a one-year office lease agreement with AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director, ending November 2, 2018. The location of the leased office space is 11724 Ventura Blvd Suite B, Studio City, California 91604. The lease states monthly rent due of $1,000. During the nine months ended AugustAt May 31, 2018, the Company accrued $9,000 due to related party. As of August 31, 20182021 and November 30, 2017, the Company has accrued lease expense due to related party of $6,000 and $1,000, respectively.

At November 30, 2017,2020, the Company owed $26,901$43,451 and $16,276, respectively, to AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director. The amount isamounts are unsecured, non-interest bearing and due on demand. During the ninesix months ended AugustMay 31, 20182021 and 2017,2020, the Company received proceeds of $1,250$27,175 and $11,669,$2,500, respectively, from the related party. On March 5, 2018,

NOTE 4 – PREPAID EXPENSES

At May 31, 2021 and November 30, 2020, the Company settled the loans totaling $28,151 plus $4,000had prepaid professional fees of accrued related party lease expense by the issuance of 387,623 shares of common stock valued at $484,529. As a result, the Company recorded a loss on settlement of debt of $452,378.$11,250 and $0, respectively.

NOTE 5 – COMMON STOCK

Common Stock

The Company has authorized common shares of 750,000,000, 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.

On March 5, 2018, the Company issued 387,623 shares of common stock valued at $484,529 to settle debt of $32,151 owed to a related party (Note 3).

There were 14,553,465 and 14,165,842 shares of common stock issued and outstanding as of August 31, 2018 and November 30, 2017, respectively.

NOTE 6 – SUBSEQUENT EVENTS

On January 13, 2020, the transaction related to stock purchase agreement with AMJ Global Entertainment, LLC, a related party and holder of 4,803,195 shares of common stock in Patient Access Solutions Inc. (see Note 2), was rescinded, and the Company will return 1,157,142 shares of Patient Access Solutions Inc. back to AMJ Global Entertainment, LLC in exchange for 157,142 shares of the Company.

The Company has evaluated events occurring subsequent to the balance sheet dateMay 31, 2021 through the date these financial statements were issued, and determined there are no additional events requiring disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-Q. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our financial statements and summary of selected financial data for Kange Corp. Such discussion represents only the best present assessment from our Management.

Description of Company Overview

Kange Corp.,The Company is a Nevada corporation (the “Company,” “Kange,” “we,” and “us”), is an early-stagestart-up company that was incorporated in Nevada on August 16, 2013.

The Company has historically focused on developing and marketing software product as mobile applications for end users of iPhone and iPad from Apple, Inc., and mobile phones using the Android platform. Since 2017, the Company has been focusing on the intersection of technology and wholistic technology-based health treatments, with the intention to provide services to formulate a treatment model to meet the needs of professional athletes that suffer from PTSD and the early onset of dementia and Alzheimer’s. The Company is currently evaluating operations in the wholistic health industry.

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 in a common control transaction, 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, which 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 costs of Blabeey. Since the Company’s transaction with AMJ Global was between entities under common control, the amount of the historical cost of the assets, $471,672, was recorded as an expense in 2015 as there was no fixed and determinable future value, and the expense was recorded as a loss on the acquisition of contractual rights. Subsequently, the Company began working with Blabeey on developing technology for social media regarding Autism, PTSD and other neurological issues, and the Company is still consulting with Blabeey regarding software development opportunities in connection with the wholistic health industry.

In May of 2017, the Company retained Bruce Weitzberg to serve on the Company’s Board of Advisors and advise the Company regarding the intersection of technology and wholistic health care treatment and healthy living. Mr. Weitzberg is the CEO of Patient Access Solutions Inc., a Nevada corporation with ticker symbol “PASO” (“PASO”). PASO is a provider of healthcare and financial processing solutions for the healthcare and dental industries, and it has also opened a new center for the treatment of individuals with autism spectrum disorder and other biomedical conditions.

Subsequently, the Company retained James Lantiegne, a professional magician and former COO and CFO of a national software company, to serve on the Company’s Board of Advisors and provide the Company advice on the intersection of technology and health. In October of 2017, the Company retained Benny Malone, former NFL running back for the Miami Dolphins and Washington Redskins, and Eric Metcalf, former NFL running back, wide receiver and three-time Pro-Bowl selection, to serve on the Company’s Board of Advisors and advise the Company regarding sports health issues and treatments.

On November 1, 2017, the Company executed a stock purchase agreement (the “SPA”) with AMJ Global Entertainment, LLC, another related party company controlled by our CEO and director, Dr. Arthur Malone, Jr., to purchase 1,157,142 shares of Patient Access Solutions Inc., a Nevada corporation with ticker symbol “PASO” (“PASO”), in consideration of the issuance of 158,824 shares of our common stock. PASO is a provider of healthcare and financial processing solutions for the healthcare and dental industries, and it has also opened a new center for the treatment of individuals with autism spectrum disorder and other biomedical conditions. The Company is currently advising PASO on formulating a treatment model to meet the needs of professional athletes that suffer from PTSD and the early onset of dementia and Alzheimer’s. The Company is currently evaluating wholistic technology-based healthcare treatments, and is evaluating potential additional operations in the wholistic health industry. On January 13, 2020, the transaction was rescinded, and the Company will return 1,157,142 shares of Patient Access Solutions Inc. back to AMJ Global Entertainment, LLC in exchange for 157,142 shares of the Company.

We have had limited operations and have been issued a "going concern"“going concern” opinion by our auditor on our financial statements for the year ended November 30, 2017 audited financial statements,2020, based upon our reliance on related partythe loans and the sale offrom our common stockCEO as the sole sourcessource of funds for our operations for the near future.

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

Reports to Security Holders

The Company is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, and is a “voluntary filer.” As a voluntary filer, the Company intends to furnish its stockholders with annual reports containing financial statements audited by its independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year, but is not obligated to do so. The Company files Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission. The Company may also file additional documents with the Commission if those documents become necessary in the course of its operations.

Available Information

All reports of the Company filed with the SEC are available free of charge through the SEC’s website at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto for the three and ninesix months ended AugustMay 31, 20182021 and 2017,2020, and related management discussion herein.

Our financial statements are stated in U.S. Dollars and are prepared in accordance with generally accepted accounting principles of the United States (“GAAP”).

Going Concern Qualification

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred cumulative net losses of $1,294,913 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.

Going Concern Qualification

The Company’s financial statements are prepared in accordance with GAAP applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has an accumulated deficit of $1,322,681. The Company will be dependent upon the raising of additional capital through placement of common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. These financial 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. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

The officers and directors have committed to advancing certain operating costs of the Company, including compliance costs for being a public company.

For the Three Months Ended AugustMay 31, 20182021 and 2017:2020:

Our operating results for the three months ended AugustMay 31, 20182021 and 2017,2020, and the changes between those periods for the respective items are summarized as follows:

During the three months ending AugustMay 31, 20182021 the Company had an operating loss of $15,399$9,425, from professional fees.

For the Six Months Ended May 31, 2021 and recognized2020:

Our operating results for the six months ended May 31, 2021 and 2020, and the changes between those periods for the respective items are summarized as follows:

During the six months ending May 31, 2021 the Company had an unrealizedoperating loss on marketable securities of $28,929 due to revaluation of marketable securities.$10,425. For the same period in the prior fiscal year, the Company recorded an operating loss of $78,049 and interest expense of $1,642.$1,100. The decreaseincrease in operating loss during the threesix months ended AugustMay 31, 2018,2021, is primarily due to incurred consulting expensesincrease in professional fees for completion of $76,000 duringour reports with the three months ended August 31, 2017.

For the Nine Months Ended August 31, 2018 and 2017:

Our operating results for the nine months ended August 31, 2018 and 2017, and the changes between those periods for the respective items, are summarized as follows:

Revenues

We did not earn any revenues during the nine months ending August 31, 2018 or 2017.

Operating Loss

Our loss from operations decreased to $69,475 during the nine months ending August 31, 2018, from an operating loss of $92,629 in the comparative period ending August 31, 2017. The following table presents operating expenses for the nine-month periods ending August 31, 2018 and 2017:

The Company recorded $53,392 in consulting fees during the nine months ended August 31, 2018, as compared to $76,000 for the same period in the prior fiscal year, due to signed advisory board agreements. We realized a decrease of $546 in general and administrative expenses during the nine months ended August 31, 2018, as compared to the same period in the prior fiscal year.

Other Income (Expense)

The following table presents other income and expenses for the nine months ended August 31, 2018 and 2017:

During the nine months ending August 31, 2018 the Company recognized loss on debt settlement of $452,378 due to shares issued for debt to related party. During the nine months ending August 31, 2018 the Company recognized an unrealized loss on marketable securities of $64,800 due to revaluation of marketable securities. For the same period in the prior fiscal year, the Company recorded interest expense of $4,896, and amortization of debt discount of $2,170.

Net Loss

The Company incurred a $586,653 net loss during the nine months ended August 31, 2018, compared to net loss of $99,695 in the same period in the prior fiscal year. This is primarily due to loss on settlement of debt, and unrealized loss on marketable securities recognized during the 2018 period.SEC.

Liquidity and Capital Resources

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Working Capital

The following table presents our working capital position as of AugustMay 31, 20182021 and November 30, 2017:2020:

The change in working capital during the ninesix months ended AugustMay 31, 2018,2021, was primarily due to increase in prepaid expenses of $11,250 and increase in current liabilities due to a decrease in current assetsaccounts payable to $5,500 offset by an increase in advances from related parties of $118,269 and a decrease in current liabilities of $16,145. Current assets decreased primarily due to revaluation of investment in marketable securities and amortization of prepaid consulting expense. Current liabilities decreased primarily due to debt settlement to related party of $32,151. Cash reduced as of August 31, 2018, by $77 to $0.$27,175.

Cash Flow

We fund our operations with cash received from advances from officers and related parties and issuances of equity.

The following tablestable presents our cash flow for the ninesix months ended AugustMay 31, 20182021 and 2017:2020:

Cash Flows from Operating Activities

We did not generate positive cash flows from operating activities for the ninesix months ended AugustMay 31, 20182021 or 2017.2020.

For the ninesix months ended AugustMay 31, 2018,2021, net cash flows used in operating activities consisted of a net loss of $586,653, reduced$10,425 increased by unrealized loss on marketable securities of $64,800, loss on settlement of debt of $452,378 and by a net increasechange in change of operating assets and liabilities of $68,148.$16,750.

For the ninesix months ended AugustMay 31, 2017,2020, net cash flows used in operating activities consisted of a net loss of $99,695, reduced$1,100, increased by amortization of debt discount of $2,170, issuance of common stock for consulting services valued at $76,000 and net change in operating assets and liabilities of $9,778.$1,400.

Cash Flows from Investing Activities

For the ninesix months ended AugustMay 31, 20182021 and 2017,2020, no cashflows were provided by or used in investing activities.

Cash Flows from Financing Activities

For the ninesix months ended AugustMay 31, 20182021 and 2017,2020 we received $1,250$27,175 and $11,669,$2,500, respectively, in advances from related parties, which were used to fund operations and business activities.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the 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 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a simple 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 principal executive and principal financial officers to allow timely decisions regarding disclosure.

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, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the quarter ended AugustMay 31, 2018,2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not a party to any significant pending legal proceedings other than as disclosed below, and no other such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

ITEM 1A. RISK FACTORS.

Not applicable.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

____________

* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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.