UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28,May 31, 2018
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________________ to __________________________
Commission File Number: 333-194055
KANGE CORP. |
(Exact name of registrant as specified in its charter) |
Nevada | 33-1230169 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification Number) |
11724 Ventura Blvd Suite B,
Studio City, California 91604
(Address of principal executive offices)
(818) 853-7033
(Registrant'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. See the definitions of "large accelerated filer," "accelerated filer" and smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
Emerging growth company | ☐ | |||
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 May 7,28, 2021, the Company had 14,553,465 shares of common stock outstanding.
KANGE CORP.
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KANGE CORP.
INDEX
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| Table of Contents |
PART I – FINANCIAL INFORMATION
Kange Corp.
Index to Financial Statements
| Table of Contents |
(Unaudited)
Kange Corp | Kange Corp | |||||||||||||||
Balance Sheets | Balance Sheets | |||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
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As of | As of |
| As of |
| As of |
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| February | November 30, |
| May 31, |
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| November 30, |
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| 2018 | 2017 |
| 2018 |
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| 2017 |
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ASSETS |
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Current Assets |
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Cash and cash equivalents | $ | 0 | $ | 77 | ||||||||||||
Cash |
| $ | 0 |
| $ | 77 |
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Marketable securities | 113,863 | 81,000 |
| 45,129 |
| 81,000 |
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Prepaid expenses | 45,600 | 66,312 |
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| 25,019 |
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| 66,312 |
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Total Current Assets | 159,463 | 147,389 |
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| 70,148 |
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| 147,389 |
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TOTAL ASSETS | $ | 159,463 | $ | 147,389 |
| $ | 70,148 |
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| $ | 147,389 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities |
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Accounts payable and accrued liabilities | $ | 9,611 | $ | 5,250 |
| $ | 10,706 |
| $ | 5,250 |
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Accrued expenses - related party | 4,000 | 1,000 |
| 3,000 |
| 1,000 |
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Due to related parties | 28,151 | 26,901 |
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| 0 |
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| 26,901 |
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Total Current Liabilities | 41,762 | 33,151 |
| 13,706 |
| 33,151 |
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Stockholders' Equity |
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Common stock, $0.001 par value, 750,000,000 shares authorized, 14,165,842 shares issued and outstanding. | 14,166 | 14,166 | ||||||||||||||
Common stock, $0.001 par value, 750,000,000 shares authorized, 14,553,465 and 14,165,842 shares issued and outstanding, respectively |
| 14,553 |
| 14,166 |
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Additional paid-in capital | 808,332 | 808,332 |
| 1,292,474 |
| 808,332 |
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Accumulated deficit | (704,797 | ) | (708,260 | ) |
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| (1,250,585 | ) |
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| (708,260 | ) | ||||
Total Stockholders' Equity | 117,701 | 114,238 |
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| 56,442 |
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| 114,238 |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 159,463 | $ | 147,389 |
| $ | 70,148 |
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| $ | 147,389 |
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The accompanying notes are an integral part of these unaudited financial statements.
| Table of Contents |
Kange Corp
Kange Corp | Kange Corp | |||||||||||||||||||||||
Statements of Operations (Unaudited) | Statements of Operations (Unaudited) | |||||||||||||||||||||||
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| Three Months Ended |
| Three Months Ended |
| Six Months Ended |
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| February 28, |
| May 31, |
| May 31, |
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| 2018 | 2017 |
| 2018 |
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| 2017 |
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| 2018 |
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| 2017 |
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Revenues | $ | 0 | $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 0 |
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Operating Expenses |
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General and administrative | 8,688 | 8,009 |
| 4,095 |
| 6,571 |
| 12,783 |
| 14,580 |
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Consulting | 20,712 | 0 |
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| 20,581 |
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| 0 |
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| 41,293 |
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| 0 |
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Total operating expenses | 29,400 | 8,009 |
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| 24,676 |
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| 6,571 |
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| 54,076 |
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| 14,580 |
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Operating loss | (29,400 | ) | (8,009 | ) |
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| (24,676 | ) |
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| (6,571 | ) |
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| (54,076 | ) |
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| (14,580 | ) | ||||
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Other income (expense) | ||||||||||||||||||||||||
Other expenses |
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Interest expense | 0 | (1,627 | ) |
| 0 |
| (1,627 | ) |
| 0 |
| (3,254 | ) | |||||||||||
Amortization of debt discounts | 0 | (1,550 | ) | |||||||||||||||||||||
Unrealized gain on marketable securities | 32,863 | 0 | ||||||||||||||||||||||
Amortization of debt discount |
| 0 |
| (620 | ) |
| 0 |
| (2,170 | ) | ||||||||||||||
Loss on settlement of debt – related party |
| (452,378 | ) |
| 0 |
| (452,378 | ) |
| 0 |
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Unrealized loss on marketable securities |
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| (68,734 | ) |
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| 0 |
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| (35,871 | ) |
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| 0 |
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Total other expenses | 32,863 | (3,177 | ) |
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| (521,112 | ) |
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| (2,247 | ) |
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| (488,249 | ) |
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| (5,424 | ) | |||||
Net income (loss) before income taxes | 3,463 | (11,186 | ) | |||||||||||||||||||||
Provision for income taxes | 0 | 0 | ||||||||||||||||||||||
Net income (loss) | $ | 3,463 | $ | (11,186 | ) | |||||||||||||||||||
Basic and diluted income (loss) per common share | $ | 0.00 | $ | (0.00 | ) | |||||||||||||||||||
Net loss |
| $ | (545,788 | ) |
| $ | (8,818 | ) |
| $ | (542,325 | ) |
| $ | (20,004 | ) | ||||||||
Basic and diluted loss per common share |
| $ | (0.04 | ) |
| $ | (0.00 | ) |
| $ | (0.04 | ) |
| $ | (0.00 | ) | ||||||||
Basic and diluted weighted average common shares outstanding | 14,167,524 | 10,570,000 |
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| 14,536,612 |
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| 10,570,000 |
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| 14,352,240 |
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| 10,570,000 |
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The accompanying notes are an integral part of these unaudited financial statements.
Kange Corp
(Unaudited)
For the Three Months Ended February 28, 2018
Additional | ||||||||||||||||||||
| Common Stock | Paid in | Accumulated | ||||||||||||||||||
Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
Balance - November 30, 2017 | 14,165,842 | $ | 14,166 | $ | 808,332 | $ | (708,260 | ) | $ | 114,238 | ||||||||||
Net income for the period | 0 | 0 | 0 | 3,463 | 3,463 | |||||||||||||||
Balance - February 28, 2018 | 14,165,842 | $ | 14,166 | $ | 808,332 | $ | (704,797 | ) | $ | 117,701 | ||||||||||
For the Three Months Ended February 28, 2017
Additional | ||||||||||||||||||||
| Common Stock | Paid in | Accumulated | ||||||||||||||||||
Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
Balance - November 30, 2016 | 10,570,000 | $ | 10,570 | $ | 541,253 | $ | (620,228 | ) | $ | (68,405 | ) | |||||||||
Net loss for the period | 0 | 0 | 0 | (11,186 | ) | (11,186 | ) | |||||||||||||
Balance - February 28, 2017 | 10,570,000 | $ | 10,570 | $ | 541,253 | $ | (631,414 | ) | $ | (79,591 | ) | |||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| Table of Contents |
Kange Corp |
Kange Corp
Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) 2018 2017 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt discount Unrealized gain on marketable securities Changes in operating assets and liabilities: Prepaid expenses Accounts payable and accrued liabilities Accrued expenses to related party Net cash used in operating activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from loan from related party Net cash provided by financing activities Net change in cash for the period Cash at beginning of period Cash at end of period SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for income taxes Cash paid for interest For the Six Months Ended May 31, 2018 Additional Total Common Stock Paid-in Accumulated Stockholders’ Shares Amount Capital Deficit Equity Balance - November 30, 2017 Net income for the period Balance - February 28, 2018 Shares issued for debt settlement Net loss for the period Balance - May 31, 2018 For the Six Months Ended May 31, 2017 Additional Total Common Stock Paid-in Accumulated Stockholders’ Shares Amount Capital Deficit Equity Balance - November 30, 2016 Net loss for the period Balance - February 28, 2017 Net loss for the period Balance - May 31, 2017 The accompanying notes are an integral part of these unaudited financial statements. Kange Corp Statements of Cash Flows (Unaudited) Six Months Ended May 31, 2018 2017 CASH FLOWS FROM OPERATING ACTIVITIES Net loss Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt discount Unrealized loss on marketable securities Loss on settlement of debt Changes in operating assets and liabilities: Prepaid expenses Accounts payable and accrued liabilities �� Accrued expenses to related party Net cash used in operating activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from loan from related party Net cash provided by financing activities Net change in cash for the period Cash at beginning of period Cash at end of period SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for income taxes Cash paid for interest NON-CASH INVESTING AND FINANCING ACTIVITIES Stock issued for debt to related party The accompanying notes are an integral part of these unaudited financial statements.(Unaudited) Three Months Ended February 28, $ 3,463 $ (11,186 ) 0 1,550 (32,863 ) 0 20,712 0 4,361 7,919 3,000 1,627 (1,327 ) (90 ) 1,250 0 1,250 0 (77 ) (90 ) 77 155 $ 0 $ 65 $ 0 $ 0 $ 0 $ 0 14,165,842 $ 14,166 $ 808,332 $ (708,260 ) $ 114,238 - 0 0 3,463 3,463 14,165,842 14,166 808,332 (704,797 ) 117,701 387,623 387 484,142 0 484,529 - 0 0 (545,788 ) (545,788 ) 14,553,465 $ 14,553 $ 1,292,474 $ (1,250,585 ) $ 56,442 10,570,000 $ 10,570 $ 541,253 $ (620,228 ) $ (68,405 ) - 0 0 (11,186 ) (11,186 ) 10,570,000 10,570 541,253 (631,414 ) (79,591 ) - 0 0 (8,818 ) (8,818 ) 10,570,000 $ 10,570 $ 541,253 $ (640,232 ) $ (88,409 ) F-5F-3Table of Contents $ (542,325 ) $ (20,004 ) 0 2,170 35,871 0 452,378 0 41,293 0 5,456 5,082 6,000 4,005 (1,327 ) (8,747 ) 1,250 8,669 1,250 8,669 (77 ) (78 ) 77 155 $ 0 $ 77 $ 0 $ 0 $ 0 $ 0 $ 484,529 $ 0 F-4 Table of Contents
KANGE CORP.
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2018
(Unaudited)
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Organization
Kange Corp. ("Kange," the "Company," "we," "us," or "our") was incorporated under the laws of the State of Nevada on August 16, 2013 (Inception). We are a start upstart-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, we retained two former professional athletes to advise us regarding sports health issues and treatments, and 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 future operations in the wholistic health industry.
Basis of Presentation
The accompanying unaudited 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 condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended November 30, 2017. The results of operations for the period ended February 28,May 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.
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 periodsix months ended February 28,May 31, 2018. The Company had an accumulated deficit of $704,797,$1,250,585 at February 28,May 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.
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. 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 are 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.
| F-5 |
| Table of Contents |
Effect of Recent Accounting Pronouncements
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 these financial statements that were considered significant by management were evaluated for the potential effect on these financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these financial statements as presented and does not anticipate the need for any future restatement of these financial statements because of the retro-active application of any accounting pronouncements issued subsequent to February 28,May 31, 2018 through the date these financial statements were issued.
NOTE 2 – 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”“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, 2018,2017, the Company recorded the shares of Patient Access Solutions Inc. at $81,000. As of February 28,May 31, 2018, based quoted market prices, the Company recognized an unrealized gainloss of $32,863.$35,871.
The carrying values of our equity securities were included in the following line items in our balance sheets:
Equity securities at November 30, 2017 | $ | 81,000 | ||
Addition of equity securities | 0 | |||
Net unrealized gain recognized during the period related to equity securities still held at the end of the period | 32,863 | |||
Equity securities at February 28, 2018 | $ | 113,863 |
Equity securities at November 30, 2017 |
| $ | 81,000 |
|
Addition of equity securities |
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| - |
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Net unrealized loss recognized during the period related to equity securities still held at the end of the period |
|
| (35,871 | ) |
Equity securities at May 31, 2018 |
| $ | 45,129 |
|
NOTE 3 – 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 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 threesix months ended February 28,May 31, 2018, the Company accrued $3,000$6,000 due to related party. As of February 28,May 31, 2018 and November 30, 2017, the Company has recordedaccrued lease expense due to related party of $4,000$3,000 and $1,000, respectively.
At November 30, 2017, the Company owed $26,901 to AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director. The amount is unsecured, non-interest bearing and due on demand. During the six months ended May 31, 2018 and 2017, the Company received proceeds of $1,250 and $8,669, respectively, from the related party. On March 5, 2018, the Company settled the loans totaling $28,151 in addition to $4,000 accrued related party payables 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.
NOTE 4 – COMMON STOCK
Common Stock
Common Stock
On November 27, 2017, the Company increased its authorized shares of common stock from 75,000,000 to 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.
| F-6 |
| Table of Contents |
During the year ended November 30, 2017, the Company issued a total of 155,000 shares of common stock to five separate consultants pursuant to advisory board agreements. Three advisory board agreements were made effective on May 25, 2017 with terms of 15,000 shares each to be issued for one year of services to be rendered. Two advisory board agreements were made effective on October 1, 2017 with terms of 30,000 shares each to be issued for one year of services. The Company valued the advisory agreementsagreement shares based on the closing stock price of the Company on the date of the executed agreement (the grant date), which resulted in a total combined value of $124,000 initially recorded as prepaid expense to be amortized ratably over the contract term. During the threesix months ended February 28,May 31, 2018, the Company recorded consulting expense in the amount of $20,712$41,293, resulting in the remaining balance of prepaid expense, the uncompleted portion of the contract, of $45,600 $25,019 and $66,312 at February 28,May 31, 2018 and November 30, 2017, respectively.
On March 5, 2018, the Company issued 387,623 shares of common stock valued at $484,529 to settled debt of $32,151 owed to a related party (Note 3).
There were 14,167,52414,553,465 and 14,165,842 shares of common stock issued and outstanding as of February 28,May 31, 2018 and November 30, 2017,. respectively.
NOTE 5 – 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.
On March 5, 2018, the Company issued 387,623 shares of common stock to settled debt of $32,151 to a related party.
The Company has evaluated events occurring subsequent to the balance sheet date through the date these financial statements were issued, and determined there are no additional events requiring disclosure.
| Table of Contents |
Item 2. Management'sManagement’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 consolidated financial statements and summary of selected financial data for Kange Corp. Such discussion represents only the best present assessment from our Management.
Company Overview
Kange Corp., a Nevada corporation (the “Company,” “Kange,” “we,” and “us”), is a development stagean early-stage company that was incorporated in Nevada on August 16, 2013.
The Company ishas historically focused on developing and marketing software product as a mobile applicationapplications for end users of the current generation iPhone and iPad from Apple, Inc., and mobile phones using the Android platform. The mobile application's digital content will be customizable by the owner of the particular device using our software. We plan to stayplatform, and since 2017, has been focusing on the cutting edgeintersection of technology and wholistic technology-based health treatments, and with 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 Apple'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 is a trademark of Alphabet Inc.intention to provide
On June 8, 2015, the Company entered into a development contract with Idap Group, LTD, a Ukrainian company ("Software Developer"). Under the terms of the contract, Software Developer agreedmobile (pdaservices to formulate a treatment model to meet the needs of professional athletes that suffer from PTSD and smartphone) application ("App") software development to the early onset of dementia and Alzheimer’s. The Company in exchange for not more than one hundred thousand U.S. dollars. Delivery of the ready software shall be performed by placing itis currently evaluating operations in the App Store and Google Play by Software Developer or transmitted via the Internet. As of the date of this report, the contract is still in effect. 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. 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.
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We have had limited operations and have been issued a "going concern" opinion by our auditor, based upon our reliance on related party loans and the sale of our common stock as the sole sources of funds for our operations for the near future.
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 consolidated financial statements audited by its independent registered public accounting firm and to make available quarterly reports containing unaudited consolidated 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.
The public may read and copy any materials that the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The site address is www.sec.gov.
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 six months ended February 28,May 31, 2018 and 2017, 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 $704,797$1,250,585 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 raiseraises substantial doubt about the Company’s ability to continue as a going concern.
For the Three Months Ended February 28,May 31, 2018 and 2017:
Our operating results for the three months ended February 28,May 31, 2018 and 2017, and the changes between those periods for the respective items, are summarized as follows:
| Three Months Ended | ||||||||||||
| February 28, | Change | |||||||||||
2018 | 2017 | Amount | ||||||||||
Operating loss | $ | 29,400 | $ | 8,009 | $ | 21,391 | ||||||
Other income (expense) | 32,863 | (3,177 | ) | 36,040 | ||||||||
Net income (loss) | $ | 3,463 | $ | (11,186 | ) | $ | 14,649 | |||||
|
| Three Months Ended |
|
|
|
| ||||||
|
| May 31, |
|
| Change |
| ||||||
|
| 2018 |
|
| 2017 |
|
| Amount |
| |||
Operating loss |
| $ | (24,676 | ) |
| $ | (6,571 | ) |
| $ | (18,105 | ) |
Other expense |
|
| (521,112 | ) |
|
| (2,247 | ) |
|
| (518,865 | ) |
Net loss |
| $ | (545,788 | ) |
| $ | (8,818 | ) |
| $ | (536,970 | ) |
RevenuesDuring the three months ending May 31, 2018 the Company had an operating loss of $24,676, recognized a loss on debt settlement of $452,378 due to shares issuance for debt to related party, and recognized an unrealized loss on marketable securities of $68,734 due to revaluation of marketable securities. For the same period in the prior fiscal year, the Company recorded an operating loss of $6,571, interest expense of $1,627, and amortization of debt discount of $620. The increase in operating loss during the three months ended May 31, 2018, is primarily due to consulting fees of $20,581.
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For the Six Months Ended May 31, 2018 and 2017:
Our operating results for the six months ended May 31, 2018 and 2017, and the changes between those periods for the respective items, are summarized as follows:
|
| Six Months Ended |
|
|
|
| ||||||
|
| May 31, |
|
| Change |
| ||||||
|
| 2018 |
|
| 2017 |
|
| Amount |
| |||
Operating loss |
| $ | (54,076 | ) |
| $ | (14,580 | ) |
| $ | (39,496 | ) |
Other expense |
|
| (488,249 | ) |
|
| (5,424 | ) |
|
| (482,825 | ) |
Net loss |
| $ | (542,325 | ) |
| $ | (20,004 | ) |
| $ | (522,321 | ) |
Revenues
We did not earn any revenues during the threesix months ending February 28,May 31, 2018 or 2017.
Operating Income (Loss)Loss
Our loss from operations increased to $29,400$54,076 during the threesix months ending February 28,May 31, 2018, from an operating loss of $8,009$14,580 in the comparative period ending February 28,May 31, 2017. The following table presents operating expenses for the three-monthsix-month periods ending February 28,May 31, 2018 and 2017:
| Three Months Ended |
| Six Months Ended |
|
|
|
|
| |||||||||||||||||||||||||
| February 28, | Change |
| May 31, |
| Change |
| ||||||||||||||||||||||||||
2018 | 2017 | Amount | Percentage |
| 2018 |
|
| 2017 |
|
| Amount |
|
| Percentage |
| |||||||||||||||||
Consulting Fees | 20,712 | — | 20,712 | — |
| $ | 41,293 |
| $ | - |
| $ | 41,293 |
| - |
| ||||||||||||||||
General and administrative expenses | 8,688 | 8,009 | 679 | 8 | % |
|
| 12,783 |
|
|
| 14,580 |
|
|
| (1,797 | ) |
| (12 | %) | ||||||||||||
Total Operating Expenses | $ | 29,400 | $ | 8,009 | $ | 21,391 | 267 | % |
| $ | 54,076 |
|
| $ | 14,580 |
|
| $ | 39,496 |
|
|
| 271 | % | ||||||||
The Company recorded $20,712$41,293 in consulting fees during the threesix months ended February 28,May 31, 2018, as compared to $0 for the same period in the prior fiscal year, due to signed advisory board agreements. We realized an increasea decrease of $679$1,797 in general and administrative expenses during the threesix months ended February 28,May 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 threesix months ended February 28,May 31, 2018 and 2017:
| Three Months Ended | ||||||||
| February 28, | ||||||||
2018 | 2017 | |||||||
Unrealized Gain on investment | 32,863 | — | ||||||
Interest expense | — | (1,627 | ) | |||||
Amortization of debt discounts | — | (1,550 | ) | |||||
Total other income (expense) | $ | 32,863 | $ | (3,177 | ) | |||
|
| Six Months Ended |
| |||||
|
| May 31, |
| |||||
|
| 2018 |
|
| 2017 |
| ||
Loss on settlement of debt |
| $ | 452,378 |
|
| $ | - |
|
Unrealized Loss on marketable securities |
|
| 35,871 |
|
|
| - |
|
Interest expense |
|
| - |
|
|
| 3,254 |
|
Amortization of debt discount |
|
| - |
|
|
| 2,170 |
|
Total expense |
| $ | 488,249 |
|
| $ | 5,424 |
|
During the threesix months ending February 28,May 31, 2018 the Company recognized loss on debt settlement of $452,378 due to shares issued for debt to related party. During the six months ending May 31, 2018 the Company recognized an unrealized gainloss on investmentmarketable securities of $32,863$35,871 due to revaluation of marketable securities. For the same period in the prior fiscal year, the Company recorded interest expense of $1,627,$3,254, and amortization of debt discountsdiscount of $1,550.$2,170.
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Net Income (Loss)Loss
of theThe Company realized $3,463 inincurred a $542,325 net incomeloss during the threesix months ended February 28,May 31, 2018, comparecompared to net loss of $11,186$20,004 in the same period in the prior fiscal year. This is due to loss on settlement of debt, and the net effect of the consulting fees and unrealized gainloss on marketable securities recognized during the 2018 period.
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 February 28,May 31, 2018 and November 30, 2017:
As of | As of |
| As of |
| As of |
|
|
|
|
| ||||||||||||||||||||||
February | November 30, | Change |
| May 31, |
|
| November 30, |
|
| Change |
| |||||||||||||||||||||
2018 | 2017 | Amount | Percentage |
| 2018 |
|
| 2017 |
|
| Amount |
|
| Percentage |
| |||||||||||||||||
Cash | $ | — | $ | 77 | $ | (77 | ) | — |
| $ | - |
| $ | 77 |
| $ | (77 | ) |
| - |
| |||||||||||
Marketable securities | 113,863 | 81,000 | 32,863 | 41 | % |
| 45,129 |
| 81,000 |
| (35,871 | ) |
| (44%) |
| |||||||||||||||||
Prepaid expenses | 45,600 | 66,312 | (20,712 | ) | (31% | ) |
| 25,019 |
| 66,312 |
| (41,293 | ) |
| (62%) |
| ||||||||||||||||
Current Assets | 159,463 | 147,389 | 12,074 | 8 | % |
| 70,148 |
| 147,389 |
| (77,241 | ) |
| (52%) |
| |||||||||||||||||
Current Liabilities | 41,762 | 33,151 | 8,611 | 26 | % |
| 13,706 |
| 33,151 |
| (19,445 | ) |
| (59%) |
| |||||||||||||||||
Working Capital | $ | 117,701 | $ | 114,238 | $ | 3,463 | 3 | % |
| $ | 56,442 |
| $ | 114,238 |
| $ | (57,796 | ) |
| (51%) |
| |||||||||||
The change in working capital during the threesix months ended February 28,May 31, 2018, was primarily due to an increasea decrease in current assets of $12,074$77,241 and an increasea decrease in current liabilities of $8,611.$19,445. Current assets increaseddecreased primarily due to revaluation of investment in marketable securities.securities and amortization of prepaid consulting expense. Current liabilities increaseddecreased due to an increase in advances from related partiesthe net effect of $1,250,an increase in accounts payable and accrued liabilities of $4,361,$5,456, debt settlement to related party of $32,151 and increase in accrued expenses due to related party of $3,000.$6,000. Cash reduced as of February 28,May 31, 2018, by $77 to $0, caused by bank charges during the three months ending February 28, 2018.$0.
Cash Flow
We fund our operations with cash received from advances from officers and related parties and issuances of equity.
The following tables presents our cash flow for the threesix months ended February 28,May 31, 2018 and 2017:
| Three Months Ended |
| Six Months Ended |
| |||||||||||||
| February 28, |
| May 31, |
| |||||||||||||
2018 | 2017 |
| 2018 |
|
| 2017 |
| |||||||||
Cash (used in) operating activities | $ | (1,327 | ) | $ | (90 | ) |
| $ | (1,327 | ) |
| $ | (8,747 | ) | ||
Cash provided by financing activities | 1,250 | — |
|
| 1,250 |
|
|
| 8,669 |
| ||||||
Net Change in Cash for the period | $ | (77 | ) | $ | (90 | ) | ||||||||||
Net change in cash for the period |
| $ | (77 | ) |
| $ | (78 | ) | ||||||||
Cash Flows from Operating Activities
We did not generate positive cash flows from operating activities for the threesix months ended February 28,May 31, 2018 or 2017.
For the threesix months ended February 28,May 31, 2018, net cash flows used in operating activities consisted of a net incomeloss of $3,463,$542,325, reduced by unrealized gainloss on marketable securities of $32,863,$35,871, loss on settlement of debt of $452,378 and increased by a net increase in change of operating assets and liabilities of $28,073. $52,749.
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For the threesix months ended February 28,May 31, 2017, net cash flows used in operating activities consisted of a net loss of $11,186, increased$20,004, reduced by amortization of debt discountsdiscount of $1,550$2,170 and net change in operating assets and liabilities of $9,546.$9,087.
Cash Flows from Investing Activities
For the threesix months ended February 28,May 31, 2018 and 2017, no cashflows were provided by or used in investing activities.
Cash Flows from Financing Activities
For the threesix months ended February 28,May 31, 2018 and 2017, we received $1,250 advanceand $8,669, respectively, in advances from related parties, which used to fund operations and business activities. We didn’t engage in financing activities during the three months ended February 28, 2017.
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.
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 February 28,May 31, 2018, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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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.
Not applicable.
None.
None.
None.
None.
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ITEM 6. EXHIBITS.
Exhibit | Description | |
|
| |
| XBRL 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 |
_______________________
* 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.
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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. | ||||
|
| |||
| Date: June 1, 2021 | By: | /s/ Dr. Arthur Malone, Jr. | ||
Dr. Arthur Malone, Jr. | ||||
Chief Executive Officer, Chief Financial | ||||
Officer & Director | ||||
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