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KGNR Kange

Filed: 10 Jun 21, 4:52pm

 

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 August 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 June 8, 2021, the Company had 14,553,465 shares of common stock outstanding.

  

 

 

 

KANGE CORP.

INDEX

 

 

 

Page

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

3

 

Item 2.

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

 

4

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risks

 

8

 

Item 4.

Controls and Procedures

 

9

 

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

10

 

Item 1A.

Risk Factors

 

10

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

10

 

Item 3.

Defaults Upon Senior Securities

 

10

 

Item 4.

Mine Safety Disclosures

 

10

 

Item 5.

Other Information

 

10

 

Item 6.

Exhibits

 

11

 

 

 

 

 

 

SIGNATURES

 

12

 

 

2

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Kange Corp.

 

Index to Interim Financial Statements

 

 

 

Page

 

 

 

 

 

Balance Sheets at August 31, 2018 and November 30, 2017 (unaudited)

 

 

F-1

 

 

 

 

 

 

Statements of Operations for the three and nine months ended August 31, 2018 and 2017 (unaudited)

 

 

F-2

 

 

 

 

 

 

Statement of Changes in Stockholders’ Equity (Deficit) for the nine months ended August 31, 2018 and 2017 (unaudited)

 

 

F-3

 

 

 

 

 

 

Statements of Cash Flows for the nine months ended August 31, 2018 and 2017 (unaudited)

 

 

F-4

 

 

 

 

 

 

Notes to Financial Statements (unaudited)

 

 

F-5

 

  

 

3

Table of Contents

   

Kange Corp

Balance Sheets

(Unaudited)

 

 

 

As of

 

 

As of

 

 

 

August 31,

 

 

November 30,

 

 

 

2018

 

 

2017

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$0

 

 

$77

 

Marketable securities

 

 

16,200

 

 

 

81,000

 

Prepaid expenses

 

 

12,920

 

 

 

66,312

 

Total Current Assets

 

 

29,120

 

 

 

147,389

 

TOTAL ASSETS

 

$29,120

 

 

$147,389

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$11,006

 

 

$5,250

 

Accrued expenses - related party

 

 

6,000

 

 

 

1,000

 

Due to related parties

 

 

0

 

 

 

26,901

 

Total Current Liabilities

 

 

17,006

 

 

 

33,151

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

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

 

Additional paid-in capital

 

 

1,292,474

 

 

 

808,332

 

Accumulated deficit

 

 

(1,294,913)

 

 

(708,260)

Total Stockholders' Equity

 

 

12,114

 

 

 

114,238

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$29,120

 

 

$147,389

 

 

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

  

 
F-1

Table of Contents

 

Kange Corp

Statements of Operations

(Unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

August 31,

 

 

August 31,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$0

 

 

$0

 

 

$0

 

 

$0

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

3,300

 

 

 

2,049

 

 

 

16,083

 

 

 

16,629

 

Consulting

 

 

12,099

 

 

 

76,000

 

 

 

53,392

 

 

 

76,000

 

Total operating expenses

 

 

15,399

 

 

 

78,049

 

 

 

69,475

 

 

 

92,629

 

Operating loss

 

 

(15,399)

 

 

(78,049)

 

 

(69,475)

 

 

(92,629)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

0

 

 

 

(1,642)

 

 

0

 

 

 

(4,896)

Amortization of debt discount

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(2,170)

Loss on settlement of debt - related party

 

 

0

 

 

 

0

 

 

 

(452,378)

 

 

0

 

Unrealized loss on marketable securities

 

 

(28,929)

 

 

0

 

 

 

(64,800)

 

 

0

 

Total other expenses

 

 

(28,929)

 

 

(1,642)

 

 

(517,178)

 

 

(7,066)

Net loss

 

$(44,328)

 

$(79,691)

 

$(586,653)

 

$(99,695)

Basic and diluted loss per common share

 

$(0.00)

 

$(0.01)

 

$(0.04)

 

$(0.01)

Basic and diluted weighted average common shares outstanding

 

 

14,553,465

 

 

 

10,576,196

 

 

 

14,419,559

 

 

 

10,572,080

 

 

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

 

 
F-2

Table of Contents

 

Kange Corp

Statement of Changes in Stockholders' Equity (Deficit)

(Unaudited)

 

For the Nine Months Ended August 31, 2018

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance - November 30, 2017

 

 

14,165,842

 

 

$14,166

 

 

$808,332

 

 

$(708,260)

 

$114,238

 

Net income for the period

 

 

-

 

 

 

0

 

 

 

0

 

 

 

3,463

 

 

 

3,463

 

Balance - February 28, 2018

 

 

14,165,842

 

 

 

14,166

 

 

 

808,332

 

 

 

(704,797)

 

 

117,701

 

Shares issued for debt settlement

 

 

387,623

 

 

 

387

 

 

 

484,142

 

 

 

0

 

 

 

484,529

 

Net loss for the period

 

 

-

 

 

 

0

 

 

 

0

 

 

 

(545,788)

 

 

(545,788)

Balance - May 31, 2018

 

 

14,553,465

 

 

 

14,553

 

 

 

1,292,474

 

 

 

(1,250,585)

 

 

56,442

 

Net loss for the period

 

 

-

 

 

 

0

 

 

 

0

 

 

 

(44,328)

 

 

(44,328)

Balance - August 31, 2018

 

 

14,553,465

 

 

$14,553

 

 

$1,292,474

 

 

$(1,294,913)

 

$12,114

 

 

For the Nine Months Ended August 31, 2017

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Deficit

 

Balance - November 30, 2016

 

 

10,570,000

 

 

$10,570

 

 

$541,253

 

 

$(620,228)

 

$(68,405)

Net loss for the period

 

 

-

 

 

 

0

 

 

 

0

 

 

 

(11,186)

 

 

(11,186)

Balance - February 28, 2017

 

 

10,570,000

 

 

 

10,570

 

 

 

541,253

 

 

 

(631,414)

 

 

(79,591)

Net loss for the period

 

 

-

 

 

 

0

 

 

 

0

 

 

 

(8,818)

 

 

(8,818)

Balance - May 31, 2017

 

 

10,570,000

 

 

 

10,570

 

 

 

541,253

 

 

 

(640,232)

 

 

(88,409)

Shares issued for services

 

 

95,000

 

 

 

95

 

 

 

75,905

 

 

 

0

 

 

 

76,000

 

Net loss for the period

 

 

-

 

 

 

0

 

 

 

0

 

 

 

(79,691)

 

 

(79,691)

Balance - August 31, 2017

 

 

10,665,000

 

 

$10,665

 

 

$617,158

 

 

$(719,923)

 

$(92,100)

 

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

 

 
F-3

Table of Contents

 

Kange Corp

Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

 

August 31,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(586,653)

 

$(99,695)

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

 

 

 

 

 

 

 

 

Amortization of debt discount

 

 

0

 

 

 

2,170

 

Unrealized loss on marketable securities

 

 

64,800

 

 

 

0

 

Loss on settlement of debt

 

 

452,378

 

 

 

0

 

Issuance of common stock for services

 

 

0

 

 

 

76,000

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

53,392

 

 

 

0

 

Accounts payable and accrued liabilities

 

 

5,756

 

 

 

4,882

 

Accrued expenses to related party

 

 

9,000

 

 

 

4,896

 

Net cash used in operating activities

 

 

(1,327)

 

 

(11,747)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from loan from related party

 

 

1,250

 

 

 

11,669

 

Net cash provided by financing activities

 

 

1,250

 

 

 

11,669

 

 

 

 

 

 

 

 

 

 

Net change in cash for the period

 

 

(77)

 

 

(78)

Cash at beginning of period

 

 

77

 

 

 

155

 

Cash at end of period

 

$0

 

 

$77

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$0

 

 

$0

 

Cash paid for interest

 

$0

 

 

$0

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Stock issued for debt to related party

 

$484,529

 

 

$0

 

 

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

 

 
F-4

Table of Contents

   

KANGE CORP.

NOTES TO FINANCIAL STATEMENTS

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

 

Basis of Presentation

 

The accompanying unaudited 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 August 31, 2018 are not necessarily indicative of the operating results for the full year.

 

Fair Value of Financial Instruments

 

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

 

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

 

 

Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

 

 

 

 

Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

 

 

 

 

Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

 

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

 

 
F-5

Table of Contents

 

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company used cash in operating activities of $1,327 for the nine months ended August 31, 2018. The Company had an accumulated deficit of $1,294,913 at August 31, 2018. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from related parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts.

 

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

 

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 is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period, which are excluded from the computation if anti-dilutive. There are no dilutive or potentially dilutive securities outstanding during the periods presented.

 

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 August 31, 2018 through the date these financial statements were issued.

 

NOTE 2 – PREPAID EXPENSES

 

During the year ended November 30, 2017, the Company issued a total of 155,000 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 agreement 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 nine months ended August 31, 2018, the Company recorded consulting expense in the amount of $53,392, resulting in the remaining balance of prepaid expense, the uncompleted portion of the contract, of $12,920 and $66,312 at August 31, 2018 and November 30, 2017, respectively

 

 
F-6

Table of Contents

 

NOTE 3 – MARKETABLE SECURITIES

 

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

 

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

 

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

 

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

 

Fair Value Measurements (Level 1)

 

 

 

Marketable securities at November 30, 2017

 

$81,000

 

Addition of equity securities

 

 

0

 

Net unrealized loss recognized during the period related to equity securities still held at the end of the period

 

 

(64,800)

Marketable securities at August 31, 2018

 

$16,200

 

 

NOTE 4 – 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 non-interest bearing, considered temporary in nature, and have not been formalized by a promissory note.

 

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

 

At November 30, 2017, 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 nine months ended August 31, 2018 and 2017, the Company received proceeds of $1,250 and $11,669, respectively, from the related party. On March 5, 2018, the Company settled the loans totaling $28,151 plus $4,000 of accrued related party lease expense by the issuance of 387,623 shares of common stock valued at $484,529. As a result, the Company recorded a loss on settlement of debt of $452,378.

 

NOTE 5 – COMMON STOCK

 

Common Stock

 

The Company has authorized common shares of 750,000,000, par value $0.001 per share. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

 

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

    

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

 

NOTE 6 – SUBSEQUENT EVENTS

 

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

 

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

 

 
F-7

Table of Contents

 

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

 

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

 

Company Overview

 

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

 

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

 

On November 9, 2015, AMJ Global, LLC ("AMJ Global"), a company beneficially owned by Dr. Arthur Malone, Jr., the Company's chief executive officer and director, assigned the rights of AMJ Global pursuant to its agreements with Blabeey, Inc. ("Blabeey"), a mobile App designer. The irrevocable assignment, transferred and conveyed in its entirety to the Company in a common control transaction, all of AMJ Global's rights and obligations that are stipulated and set forth in every and all agreements between AMJ Global and Blabeey, including, but not limited to, the agreement between AMJ Global and Blabeey dated October 26, 2015. Blabeey's web site is www.blabeey.com, which is not incorporated in this filing. The Company issued 5,000,000 shares of common stock to AMJ Global for the assignment. The Company valued those shares at $471,672, the historical asset costs of Blabeey. Since the Company’s transaction with AMJ Global was between entities under common control, the amount of the historical cost of the assets, $471,672, was recorded as an expense in 2015 as there was no fixed and determinable future value, and the expense was recorded as a loss on the acquisition of contractual rights. Subsequently, the Company began working with Blabeey on developing technology for social media regarding Autism, PTSD and other neurological issues, and the Company is still consulting with Blabeey regarding software development opportunities in connection with the wholistic health industry.

 

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

 

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

 

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

 

We have had limited operations and have been issued a "going concern" opinion by our auditor on our November 30, 2017 audited financial statements, 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 financial statements audited by its independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year, but is not obligated to do so. The Company files Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission. The Company may also file additional documents with the Commission if those documents become necessary in the course of its operations.

 

Available Information

 

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

 

Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto for the three and nine months ended August 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 $1,294,913 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.

 

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

 

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

 

 

 

Three Months Ended

 

 

 

 

 

 

August 31,

 

 

Change

 

 

 

2018

 

 

2017

 

 

Amount

 

Operating loss

 

$(15,399)

 

$(78,049)

 

$62,650

 

Other expense

 

 

(28,929)

 

 

(1,642)

 

 

(27,287)

Net loss

 

$(44,328)

 

$(79,691)

 

$35,363

 

 

During the three months ending August 31, 2018 the Company had an operating loss of $15,399 and recognized an unrealized loss on marketable securities of $28,929 due to revaluation of marketable securities. For the same period in the prior fiscal year, the Company recorded an operating loss of $78,049 and interest expense of $1,642. The decrease in operating loss during the three months ended August 31, 2018, is primarily due to incurred consulting expenses of $76,000 during the three months ended August 31, 2017.

 

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

 

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

 

 

 

Nine Months Ended

 

 

 

 

 

 

August 31,

 

 

Change

 

 

 

2018

 

 

2017

 

 

Amount

 

Operating loss

 

$(69,475)

 

$(92,629)

 

$23,154

 

Other expense

 

 

(517,178)

 

 

(7,066)

 

 

(510,112)

Net loss

 

$(586,653)

 

$(99,695)

 

$(486,958)

 

Revenues

 

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

 

Operating Loss

 

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

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

 

 

August 31,

 

 

Change

 

 

 

2018

 

 

2017

 

 

Amount

 

 

Percentage

 

Consulting Fees

 

 

53,392

 

 

 

76,000

 

 

 

(22,608)

 

(30%)

 

General and administrative expenses

 

 

16,083

 

 

 

16,629

 

 

 

(546)

 

(3%)

 

Total Operating Expenses

 

$69,475

 

 

$92,629

 

 

$(23,154)

 

(25%)

 

 

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

 

 
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Other Income (Expense)

 

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

 

 

 

Nine Months Ended

 

 

 

August 31,

 

 

 

2018

 

 

2017

 

Loss on settlement of debt – related party

 

 

452,378

 

 

 

-

 

Unrealized loss on marketable securities

 

 

64,800

 

 

 

-

 

Interest expense

 

 

-

 

 

 

4,896

 

Amortization of debt discounts

 

 

-

 

 

 

2,170

 

Total expense

 

$517,178

 

 

$7,066

 

 

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

 

Net Loss

 

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

 

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 August 31, 2018 and November 30, 2017:

 

 

 

As of

 

 

As of

 

 

 

 

 

 

 

August 31,

 

 

November 30,

 

 

Change

 

 

 

2018

 

 

2017

 

 

Amount

 

 

Percentage

 

Cash

 

$-

 

 

$77

 

 

$(77)

 

 

-

 

Marketable securities

 

 

16,200

 

 

 

81,000

 

 

 

(64,800)

 

(80%)

 

Prepaid expenses

 

 

12,920

 

 

 

66,312

 

 

 

(53,392)

 

(81%)

 

Current Assets

 

 

29,120

 

 

 

147,389

 

 

 

(118,269)

 

(80%)

 

Current Liabilities

 

 

17,006

 

 

 

33,151

 

 

 

(16,145)

 

(49%)

 

Working Capital

 

$12,114

 

 

$114,238

 

 

$(102,124)

 

(89%)

 

 

The change in working capital during the nine months ended August 31, 2018, was primarily due to a decrease in current assets of $118,269 and a decrease in current liabilities of $16,145. Current assets decreased primarily due to revaluation of investment in marketable securities and amortization of prepaid consulting expense. Current liabilities decreased primarily due to debt settlement to related party of $32,151. Cash reduced as of August 31, 2018, by $77 to $0.

 

 
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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 nine months ended August 31, 2018 and 2017:

 

 

 

Nine Months Ended

 

 

 

August 31,

 

 

 

2018

 

 

2017

 

Cash used in operating activities

 

$(1,327)

 

$(11,747)

Cash provided by financing activities

 

 

1,250

 

 

 

11,669

 

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 nine months ended August 31, 2018 or 2017.

 

For the nine months ended August 31, 2018, net cash flows used in operating activities consisted of a net loss of $586,653, reduced by unrealized loss on marketable securities of $64,800, loss on settlement of debt of $452,378 and by a net increase in change of operating assets and liabilities of $68,148.

 

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

 

Cash Flows from Investing Activities

 

For the nine months ended August 31, 2018 and 2017, no cashflows were provided by or used in investing activities.

 

Cash Flows from Financing Activities

 

For the nine months ended August 31, 2018 and 2017, we received $1,250 and $11,669, respectively, in advances from related parties, which were used to fund operations and business activities.

 

Off-Balance Sheet Arrangements

 

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

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not Applicable.

 

 
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ITEM 4. CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures


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

 

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

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the quarter ended August 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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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

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

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 
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ITEM 6. EXHIBITS.

 

Exhibit

 

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)

 

 

 

10.1

 

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*

 

Certification of CEO 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*

 

Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

 

 

 

101.INS**

 

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 8, 2021

By:

/s/ Dr. Arthur Malone, Jr.

 

 

 

Dr. Arthur Malone, Jr.

 

 

 

Chief Executive Officer, Chief Financial Officer & Director

 

 

 
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