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Kange (KGNR)

Filed: 14 Oct 21, 11:05am

  

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, 2021

 

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, CA 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, smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth 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 October 13, 2021, the Company had 14,396,323 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

Table of Contents

 

Item 1. Financial Statements

 

Kange Corp.

 

Index to Interim Financial Statements

 

 

Page

 

Balance Sheets at August 31, 2021 and November 30, 2020 (unaudited)

 

F-1

 

Statements of Operations for the three and nine months ended August 31, 2021 and 2020 (unaudited)

 

F-2

 

Statement of Changes in Stockholders’ Deficit for the three and nine months ended August 31, 2021 and 2020 (unaudited)

 

F-3

 

Statements of Cash Flows for the nine months ended August 31, 2021 and 2020 (unaudited)

 

F-4

 

Notes to Financial Statements (unaudited)

 

F-5

 

 
3

Table of Contents

 

Kange Corp

Balance Sheets

(Unaudited)

 

 

August 31,

 

 

November 30,

 

 

 

2021

 

 

2020

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$0

 

 

$0

 

Prepaid expenses

 

 

500

 

 

 

0

 

Total Current Assets

 

 

500

 

 

 

0

 

TOTAL ASSETS

 

$500

 

 

$0

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$1,331

 

 

$5,500

 

Due to related parties

 

 

48,951

 

 

 

16,276

 

Total Current Liabilities

 

 

50,282

 

 

 

21,776

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

Common stock, $0.001 par value, 750,000,000 shares authorized, 14,396,323 shares issued and outstanding

 

 

14,396

 

 

 

14,396

 

Additional paid-in capital

 

 

1,276,084

 

 

 

1,276,084

 

Accumulated deficit

 

 

(1,340,262)

 

 

(1,312,256)

Total Stockholders’ Deficit

 

 

(49,782)

 

 

(21,776)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$500

 

 

$0

 

 

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,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$0

 

 

$0

 

 

$0

 

 

$-

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

17,581

 

 

 

0

 

 

 

28,006

 

 

 

1,100

 

Total operating expenses

 

 

17,581

��

 

 

0

 

 

 

28,006

 

 

 

1,100

 

Operating loss

 

 

(17,581)

 

 

0

 

 

 

(28,006)

 

 

(1,100)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other income (expense)

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Net loss

 

$(17,581)

 

$0

 

 

$(28,006)

 

$(1,100)

Basic and diluted loss per common share

 

$(0.00)

 

$0

 

 

$(0.00)

 

$(0.00)

Basic and diluted weighted average common shares outstanding

 

 

14,396,323

 

 

 

14,396,323

 

 

 

14,396,323

 

 

 

14,421,375

 

 

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

 

 
F-2

Table of Contents

  

Kange Corp

Statement of Changes in Stockholders’ Deficit

(Unaudited)

 

For the Nine Months Ended August 31, 2021

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Deficit

 

Balance - November 30, 2020

 

 

14,396,323

 

 

$14,396

 

 

$1,276,084

 

 

$(1,312,256)

 

$(21,776)

Net loss for the period

 

 

-

 

 

 

0

 

 

 

0

 

 

 

(1,000)

 

 

(1,000)

Balance - February 28, 2021

 

 

14,396,323

 

 

 

14,396

 

 

 

1,276,084

 

 

 

(1,313,256)

 

 

(22,776)

Net loss for the period

 

 

-

 

 

 

0

 

 

 

0

 

 

 

(9,425)

 

 

(9,425)

Balance - May 31, 2021

 

 

14,396,323

 

 

 

14,396

 

 

 

1,276,084

 

 

 

(1,322,681)

 

 

(32,201)

Net loss for the period

 

 

-

 

 

 

0

 

 

 

0

 

 

 

(17,581)

 

 

(17,581)

Balance - August 31, 2021

 

 

14,396,323

 

 

$14,396

 

 

$1,276,084

 

 

$(1,340,262)

 

$(49,782)

 

For the Nine Months Ended August 31, 2020

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Deficit

 

Balance - November 30, 2019

 

 

14,553,465

 

 

$14,553

 

 

$1,292,474

 

 

$(1,311,156)

 

$(4,129)

Common shares cancelled

 

 

(157,142)

 

 

(157)

 

 

(16,390)

 

 

0

 

 

 

(16,547)

Net loss for the period

 

 

-

 

 

 

0

 

 

 

0

 

 

 

(1,100)

 

 

(1,100)

Balance - February 29, 2020

 

 

14,396,323

 

 

 

14,396

 

 

 

1,276,084

 

 

 

(1,312,256)

 

 

(21,776)

Net loss for the period

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Balance - May 31, 2020

 

 

14,396,323

 

 

 

14,396

 

 

 

1,276,084

 

 

 

(1,312,256)

 

 

(21,776)

Net loss for the period

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Balance - August 31, 2020

 

 

14,396,323

 

 

$14,396

 

 

$1,276,084

 

 

$(1,312,256)

 

$(21,776)

 

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,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(28,006)

 

$(1,100)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

(500)

 

 

0

 

Accounts payable and accrued liabilities

 

 

(4,169)

 

 

(1,400)

Net cash used in operating activities

 

 

(32,675)

 

 

(2,500)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from related party

 

 

32,675

 

 

 

2,500

 

Net cash provided by financing activities

 

 

32,675

 

 

 

2,500

 

 

 

 

 

 

 

 

 

 

Net change in cash for the period

 

 

0

 

 

 

0

 

Cash at beginning of period

 

 

0

 

 

 

0

 

Cash at end of period

 

$0

 

 

$0

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$0

 

 

$0

 

Cash paid for interest

 

$0

 

 

$0

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Common shares cancelled for return of equity investment

 

$0

 

 

$16,547

 

 

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, 2021

(Unaudited)

 

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements are condensed and do not include all of the information and footnotes required by GAAP for complete financial statements.

 

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the results of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended November 30, 2020, as filed with the SEC on September 15, 2021.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP 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.

 

NOTE 2 – GOING CONCERN AND LIQUIDITY CONSIDERATION

 

Going Concern

 

The Company’s financial statements are prepared in accordance with GAAP applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has an accumulated deficit of $1,340,262. The Company will be dependent upon the raising of additional capital through placement of common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

 

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

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

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

 

At August 31, 2021 and November 30, 2020, the Company owed $48,951 and $16,276, respectively, to AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director. The amounts are unsecured, non-interest bearing and due on demand. During the nine months ended August 31, 2021 and 2020, the Company received proceeds of $32,675 and $2,500, respectively, from the related party.

 

NOTE 4 – PREPAID EXPENSES

 

At August 31, 2021 and November 30, 2020, the Company had prepaid professional fees of $500 and $0, respectively.

 

NOTE 5 – SUBSEQUENT EVENTS

 

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

 

 
F-5

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.

 

Description of Company

 

The Company is a start-up company that was incorporated in Nevada on August 16, 2013.

 

We have had limited operations and have been issued a “going concern” opinion by our auditor on our financial statements for the year ended November 30, 2020, based upon our reliance on the loans from our CEO 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 financial statements and accompanying notes included in this Form 10-Q.

 

Reports to Security Holders

 

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

 

Available Information

 

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

 

Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto for the nine months ended August 31, 2021 and 2020, and related management discussion herein.

 

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

 

 
4

Table of Contents

 

Going Concern Qualification

 

The Company’s financial statements are prepared in accordance with GAAP applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has an accumulated deficit of $1,340,262. The Company will be dependent upon the raising of additional capital through placement of common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

 

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

 

For the Three Months Ended August 31, 2021 and 2020:

 

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

 

 

 

Three Months Ended

 

 

 

 

 

 

August 31,

 

 

Change

 

 

 

2021

 

 

2020

 

 

Amount

 

Operating loss

 

$(17,581)

 

$-

 

 

$(17,581)

Net loss

 

$(17,581)

 

$-

 

 

$(17,581)

 

During the three months ending August 31, 2021 the Company had an operating loss of $17,581, from professional fees.

 

For the Nine Months Ended August 31, 2021 and 2020:

 

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

 

 

 

Nine Months Ended

 

 

 

 

 

 

August 31,

 

 

Change

 

 

 

2021

 

 

2020

 

 

Amount

 

Operating loss

 

$(28,006)

 

$(1,100)

 

$(26,906)

Net loss

 

$(28,006)

 

$(1,100)

 

$(26,906)

 

During the nine months ending August 31, 2021 the Company had an operating loss of $28,006. For the same period in the prior fiscal year, the Company recorded an operating loss of $1,100. The increase in operating loss during the nine months ended August 31, 2021, is primarily due to increase in professional fees for completion of our reports with the SEC.

 

 
5

Table of Contents

 

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, 2021 and November 30, 2020:

 

 

 

As of

August 31,

 

 

As of

November 30,

 

 

Change

 

 

 

2021

 

 

2020

 

 

Amount

 

 

Percentage

 

Prepaid expenses

 

$500

 

 

$-

 

 

$500

 

 

 

-

 

Current Assets

 

 

500

 

 

 

-

 

 

 

500

 

 

 

-

 

Current Liabilities

 

 

50,282

 

 

 

21,776

 

 

 

28,506

 

 

 

131%

Working Capital Deficiency

 

$(49,782)

 

$(21,776)

 

$(28,006)

 

(129)

 

The change in working capital during the nine months ended August 31, 2021, was primarily due to increase in prepaid expenses of $500 and an increase in current liabilities due to a decrease in accounts payable of $4,169 offset by an increase in advances from related parties of $32,675.

 

Cash Flow

 

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

 

The following table presents our cash flow for the nine months ended August 31, 2021 and 2020:

 

 

 

Nine Months Ended

 

 

 

August 31,

 

 

 

2021

 

 

2020

 

Cash (used in) operating activities

 

$(32,675)

 

$(2,500)

Cash provided by financing activities

 

 

32,675

 

 

 

2,500

 

Net change in cash for the period

 

$-

 

 

$-

 

 

Cash Flows from Operating Activities

 

We did not generate positive cash flows from operating activities for the nine months ended August 31, 2021 or 2020.

 

For the nine months ended August 31, 2021, net cash flows used in operating activities consisted of a net loss of $28,006 increased by net change in operating assets and liabilities of $4,669.

 

For the nine months ended August 31, 2020, net cash flows used in operating activities consisted of a net loss of $1,100, increased by net change in operating assets and liabilities of $1,400.

 

Cash Flows from Investing Activities

 

For the nine months ended August 31, 2021 and 2020, no cashflows were used in investing activities.

 

 
6

Table of Contents

 

Cash Flows from Financing Activities

 

For the nine months ended August 31, 2021 and 2020 we received $32,675 and $2,500, respectively, in advances from related parties, which used to fund operations and business activities.

 

Off-Balance Sheet Arrangements

 

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

 

Critical Accounting Policies

 

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not Applicable.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures


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

 

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

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the quarter ended August 31, 2021, 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: October 14, 2021

By:

/s/ Dr. Arthur Malone, Jr.

 

 

 

Dr. Arthur Malone, Jr.

 

 

 

Chief Executive Officer, Chief Financial Officer and Director

 

 

 
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