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Kange (KGNR)

Filed: 24 Oct 17, 8:00pm

 

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 August 31, 2017

 

¨ 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)

 

11724 Ventura Blvd Suite B,

Studio City, California 91604

(818) 853-7033

(Address and telephone number of principal executive offices)

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting 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 check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

As of October 23, 2017 there were 13,948,700 shares of common stock, par value $0.001 per share outstanding.

 

 
 
 
 

 

INDEX

 

Page

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

12

PART I. FINANCIAL INFORMATION

3

Item 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

17

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

17

Item 3.

Defaults Upon Senior Securities

17

Item 4.

Mine Safety Disclosure

17

Item 5.

Other information

17

Item 6.

Exhibits

18

SIGNATURES

19

 

 
2
 
 

 

PART I – FINANCIAL INFORMATION

 

TABLE OF CONTENTS

 

Index to Financial Statements

 

Page

 

Condensed Balance Sheets as of August 31, 2017 and November 30, 2016 (unaudited)

 

4

 

Condensed Statements of Operations for the three and nine months ended August 31, 2017 (unaudited)

 

5

 

Condensed Statements of Cash Flows for the nine months ended August 31, 2017 and 2016 (unaudited)

 

6

 

Notes to Unaudited Condensed Financial Statements

 

7

 

 
3
 
Table of Contents

 

Item 1. Financial Statements 

 

KANGE CORP.

CONDENSED BALANCE SHEETS

(Unaudited)

 

 

 

August 31,

 

 

November 30,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

ASSETS

Current assets

 

 

 

 

 

 

Cash

 

$77

 

 

$155

 

Total current assets

 

 

77

 

 

 

155

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$77

 

 

$155

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Convertible notes payable to related parties, net of discount

 

$54,251

 

 

$52,081

 

Accounts payable

 

 

-

 

 

 

200

 

Due to related party

 

 

21,919

 

 

 

10,250

 

Accrued expenses

 

 

5,082

 

 

 

-

 

Accrued expenses - related party

 

 

10,925

 

 

 

6,029

 

Total current liabilities

 

 

92,177

 

 

 

68,560

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

92,177

 

 

 

68,560

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

10,665,000 and 10,570,000 shares issued and outstanding, respectively

 

 

10,665

 

 

 

10,570

 

Additional paid-in capital

 

 

617,158

 

 

 

541,253

 

Accumulated deficit

 

 

(719,923)

 

 

(620,228)

Total stockholders' deficit

 

 

(92,100)

 

 

(68,405)

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

 

$77

 

 

$155

 

 

See accompanying notes to condensed unaudited financial statements.

 

 
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Table of Contents

 

KANGE CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the Three Months Ended

 

 

For the Nine Months

 

 

 

August 31,

 

 

August 31,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Revenue

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

2,049

 

 

 

6,140

 

 

 

16,629

 

 

 

23,503

 

Consulting

 

 

76,000

 

 

 

-

 

 

 

76,000

 

 

 

-

 

Total Operating Expenses

 

 

78,049

 

 

 

6,140

 

 

 

92,629

 

 

 

23,503

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(78,049)

 

 

(6,140)

 

 

(92,629)

 

 

(23,503)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(1,642)

 

 

(1,628)

 

 

(4,896)

 

 

(4,198)

Amortization of debt discounts

 

 

-

 

 

 

(15,348)

 

 

(2,170)

 

 

(42,366)

Total other income (expense)

 

 

(1,642)

 

 

(16,976)

 

 

(7,066)

 

 

(46,564)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(79,691)

 

$(23,116)

 

$(99,695)

 

$(70,067)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income/(loss) per share - basic and diluted

 

$(0.01)

 

$(0.00)

 

 

(0.01)

 

 

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding - basic and diluted

 

 

10,576,196

 

 

 

10,570,000

 

 

 

10,572,080

 

 

 

10,570,000

 

 

See accompanying notes to condensed unaudited financial statements.

 

 
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KANGE CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the Nine Months Ended

 

 

 

August 31,

 

 

 

2017

 

 

2016

 

Cash flows from operating activities:

 

 

 

 

 

 

Net Income/(loss)

 

$(99,695)

 

$(70,067)

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

 

 

 

 

 

 

 

 

Amortization of debt discount

 

 

2,170

 

 

 

42,366

 

Issuance of common stock for services

 

 

76,000

 

 

 

-

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

(200)

 

 

(5,632)

Accrued expenses

 

 

5,082

 

 

 

-

 

Accrued expenses to related party

 

 

4,896

 

 

 

897

 

Net cash used in operating activities

 

 

(11,747)

 

 

(32,436)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from loan from related party

 

 

11,669

 

 

 

6,250

 

Proceeds from convertible note payable to relate party

 

 

-

 

 

 

26,188

 

Net cash provided by financing activities

 

 

11,669

 

 

 

32,438

 

 

 

 

 

 

 

 

 

 

Net Change in Cash

 

 

(78)

 

 

2

 

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

155

 

 

 

243

 

 

 

 

 

 

 

 

 

 

Cash, end of period

 

$77

 

 

$245

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for taxes

 

$-

 

 

$-

 

 

See accompanying notes to condensed unaudited financial statements.

 

 
6
 
Table of Contents

 

KANGE CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2017

(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 development stage 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.

 

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 Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended August 31, 2017 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending November 30, 2017. 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, 2016 filed on March 3, 2017 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 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.

 

 
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KANGE CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2017

(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 $99,695 and used cash in operating activities of $11,747 for the nine months ended August 31, 2017. The Company had working capital deficit, stockholders' deficit and accumulated deficit of $92,100, $92,100 and $719,923, respectively, at August 31, 2017. 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 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.

 

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' equity as previously reported.

 

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. Dilutive common stock equivalent shares which may dilute future earnings per share consist of convertible notes convertible into 2,851,185 common shares. Equivalent shares are not utilized when the effect is anti-dilutive (see Note 3).

 

 
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KANGE CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2017

(Unaudited)

 

Effect of Recent Accounting Pronouncements

 

The Company reviews 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 were considered significant by management were evaluated for the potential effect on these unaudited financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these unaudited financial statements as presented and does not anticipate the need for any future restatement of these unaudited condensed financial statements because of the retro-active application of any accounting pronouncements issued subsequent to August 31, 2017 through the date these unaudited financial statements were issued.

 

NOTE 2 – ASSIGNMENT OF CONTRACTUAL RIGHTS

 

On November 9, 2015, in exchange for 5,000,000 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 mobile 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 contractual 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 August 31, 2017 and November 30, 2016, consists of the following:

 

Convertible notes to related parties, net of discounts

 

 

 

August 31, 2017

November 30, 2016

 

 

 

 

 

 

 

Principal,

 

 

 

 

 

 

Principal,

 

 

 

 

 

Debt

 

 

net of

 

 

 

 

Debt

 

 

net of

 

 

 

Principal

 

 

Discount

 

 

Discounts

 

 

Principal

 

 

Discount

 

 

Discounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AMJ Global, LLC (a)

 

$9,935

 

 

$-

 

 

$9,935

 

 

$9,935

 

 

$-

 

 

$9,935

 

AMJ Global, LLC

 

 

18,128

 

 

 

-

 

 

 

18,128

 

 

 

18,128

 

 

 

-

 

 

 

18,128

 

AMJ Global, LLC

 

 

19,901

 

 

 

-

 

 

 

19,901

 

 

 

19,901

 

 

 

-

 

 

 

19,901

 

AMJ Global, LLC

 

 

6,287

 

 

 

-

 

 

 

6,287

 

 

 

6,287

 

 

 

(2,170)

 

 

4,117

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$54,251

 

 

$-

 

 

$54,251

 

 

$54,251

 

 

$(2,170)

 

$52,081

 

_________

(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 August 31, 2017 and November 30, 2016, the accrued interest was $2,162 and $1,265, respectively. The note matured 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 was accreted monthly from the issuance date of the note through maturity. As of August 31, 2017 and November 30, 2016, $9,935 and $9,935, 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.

 

 
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KANGE CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2017

(Unaudited)

 

On November 9, 2015, the Company executed 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 the Company, for $18,128. This note was created due to the assignment of the balance due to shareholder (see Note 5), which was assigned to AMJ Global on November 9, 2015. The note bears interest at the rate of 12% per annum, which accrues monthly. As of August 31, 2017 and November 30, 2016, the accrued interest was $3,946 and $2,310, respectively. The note matured 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 was accreted monthly from the issuance date of the note through maturity. As of August 31, 2017 and November 30, 2016, $18,128, respectively, has been recorded as a beneficial conversion feature expense. See Note 5.

 

On February 5, 2016, the Company executed a convertible promissory note with AMJ Global for $19,901. This note was in exchange for the payment of certain vendors of the Company. The note bears interest at the rate of 12% per annum, which accrues monthly. As of August 31, 2017 and November 30, 2016, the accrued interest was $3,756 and $1,960. The note matured 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 was accreted monthly from the issuance date of the note through maturity. As of August 31, 2017, $19,901 has been recorded as a beneficial conversion feature expense. See Note 5.

 

On April 6, 2016, the Company executed a convertible promissory note with AMJ Global for $6,287. This note was in exchange for the payment of certain vendors of the Company. The note bears interest at the rate of 12% per annum, which accrued monthly. As of August 31, 2017 and November 30, 2016, the accrued interest was $1,061 and $493. The note matured 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 was accreted monthly from the issuance date of the note through maturity. As of August 31, 2017, $6,287 has been recorded as a beneficial conversion feature expense. See Note 5.

 

NOTE 4 – COMMITMENTS AND CONTINGENCIES

 

Legal Matters

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of August 31, 2017, there were no pending or threatened lawsuits.

 

NOTE 5 – 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.

 

 
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KANGE CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2017

(Unaudited)

 

On February 5, 2016, the Company executed a convertible promissory note with AMJ Global for $19,901. This note was in exchange for the payment of certain vendors of the Company. The note bears interest at the rate of 12% per annum, which accrues monthly. The note matured 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 AMJ Global. See Note 3. 

 

On April 6, 2016, the Company executed a convertible promissory note with AMJ Global for $6,287. This note was in exchange for the payment of certain vendors of the Company. The note bears interest at the rate of 12% per annum, which accrued monthly. The note matured on April 6, 2017. The note has a conversion feature of $0.02 per share. See Note 3.

 

In the nine months ended August 31, 2017, the Company had $11,669 of general and administrative expenses paid by AMJ Global, a company beneficially owned by Dr. Arthur Malone, Jr., the chief executive officer and director of the Company. As of August 31, 2017 and November 30, 2016, the Company had accrued expenses to related party balances of $10,925 and $6,029 as well as a due to related party balance of $21,919 and 10,250.

 

NOTE 6 – STOCKHOLDERS' DEFICIT

 

Common Stock

 

The Company was authorized to 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.

 

In the nine months ended August 31, 2017, the Company issued 95,000 shares to four consultants pursuant to four advisory board agreements. The Company valued the shares issued to consultants at the closing stock price of the Company which resulted in the Company recording a consulting expense of $76,000. There were 10,665,000 shares of common stock issued and outstanding as of August 31, 2017.

 

NOTE 7 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that other than listed below, no material subsequent events exist.

 

 

1.In September of 2017, the Company issued 3,283,700 shares of common stock to a related party for the conversion of outstanding debt.

 

 
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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" 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 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" 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 was a startup company that was incorporated in Nevada on August 16, 2013.

 

The Company is developing and marketing a software product as a mobile application 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 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 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 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"). Under the terms of the contract, Software Developer agreed to provide mobile (pda and smartphone) application ("App") software development to the Company, in exchange for not more than one hundred thousand U.S. dollars. Delivery of the ready software 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, 2016, 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.

 

 
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Results of Operations

Three Month Period Ended August 31, 2017 Compared to the Three Month Period Ended August 31, 2016.

We recognized no revenue for the three months ended August 31, 2017 and 2016 as we are a development stage company.

 

During the three months ended August 31, 2017, we incurred general and administrative expenses of $2,049 compared to $6,140 incurred during the three months ended August 31, 2016. 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.

 

During the three months ended August 31, 2017, we incurred consulting expenses of $76,000 compared to $0 incurred during the three months ended August 31, 2016. The expense was related to the issuance of stock pursuant to advisory board agreements with four individuals.

Our net loss for the three months period ended August 31, 2017 was $79,691 compared to a net loss of $23,116 for the three months period ended August 31, 2016 due to the factors discussed above, including $15,348 of amortization of debt discount for 2016.

Nine Month Period Ended August 31, 2017 Compared to the Nine Month Period Ended August 31,, 2016.

 

We recognized no revenue for the nine months ended August 31, 2017 and 2016 as we are a development stage company.

 

During the nine months ended August 31, 2017, we incurred general and administrative expenses of $16,629 compared to $23,503 incurred during the nine months ended August 31, 2016. 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.

 

During the nine months ended August 31, 2017, we incurred consulting expenses of $76,000 compared to $0 incurred during the nine months ended August 31, 2016. The expense was related to the issuance of stock pursuant to advisory board agreements with four individuals.

 

Our net loss for the nine months period ended August 31, 2017 was $99,695 compared to a net loss of $70,067 for the nine months period ended August 31, 2016 due to the factors discussed above, including $2,170 of amortization of debt discount for 2017.

 

Liquidity and Capital Resources

 

As of August 31, 2017, our total assets were $77, comprising exclusively of cash, compared to $155 in total assets, also comprising exclusively of cash, at November 30, 2016.

 

As of August 31, 2017, our total liabilities were $92,177, which included accounts payable, accrued expenses, and notes payable to related parties, compared to $68,560 in total liabilities, which included accounts payable, accrued expenses, and notes payable to related parties, at November 30, 2016.

 

Stockholders' deficit was $92,100 as of August 31, 2017 compared to stockholders' deficit of $68,405 as of November 30, 2016.

 

The variance between August 31, 2017 and November 30, 2016 principally relates to operating losses incurred in the period.

 

 
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Cash Flows from Operating Activities

 

Net cash used in operating activities was $11,747 and $32,436 in the nine months ended August 31, 2017 and 2016, respectively. The decrease was primarily due to the increase in payables and accrued expenses between the two periods.

 

Cash Flows from Investing Activities

 

The Company has not generated or used any cash flows from investing activities during the nine months ended August 31, 2017 and 2016.

 

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 $11,669 and $32,438 in advances from our shareholder and issuance of convertible note to related parties during the nine months ended August 31, 2017 and 2016, 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 sustained net losses of $99,695 and used cash in operating activities of $11,747 for the nine months ended August 31, 2017. The Company had working capital deficit, stockholders' deficit and accumulated deficit of $92,100, $92,100 and $719,923, respectively, at August 31, 2017. 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 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.

 

Plan of Operation and Funding

 

We expect that working capital requirements will continue to be funded through a combination of loans from 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 Discussion and Analysis of Financial Condition and Results of Operations" and Note 2, "Summary of Significant Accounting Policies" in our audited financial statements for the year ended November 30, 2016, included in our Annual Report on Form 10-K as filed on March 3, 2017, for a discussion of our critical accounting policies and estimates.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a "smaller reporting 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 controls and 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'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 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. 

 

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'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.

 

 
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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'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

 

There was no change in the Company's internal control over financial reporting during the period ended August 31, 2017, 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'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'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

 

There were no unregistered sales of equity securities during the quarterly period ending August 31, 2017.

 

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

 

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.

 

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 of Principal Executive Officer of Kange 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

31.2 (1)

Certification of Principal Accounting Officer of Kange 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

32.1 (1)

Certification of Principal Executive Officer of Kange Corp. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63

32.2 (1)

Certification of Principal Accounting Officer of Kange Corp. pursuant to Section 906 of the Sarbanes-Oxley Act of 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 23, 2017

By:

/s/ Dr. Arthur Malone, Jr.

Dr. Arthur Malone, Jr.

Chief Executive Officer and Chief Financial Officer

 

 

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