U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q/A

Amendment No. 1


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, 2014


[   ]  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. 333-170091



KOLASCO CORP.

 (Exact name of registrant as specified in its charter)


Nevada

(State or Other Jurisdiction of Foration or Organization)

4700

(Primary Standard Industrial Classification Number)

EIN 33-1221962

 (IRS Employer

Identification Number)


2360 Corporate Circle Ste 400

Henderson, Nevada, 89074-7722

(702) 403-0743

(Address and telephone number of principal executive offices)


Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X]   No[   ]



1



Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


Large accelerated filer [   ] Accelerated filer [   ] Non-accelerated filer [   ] Smaller reporting company [X]


Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]  No [X]


Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A


Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes[   ]  No[X]


Applicable Only to Corporate Registrants


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:


Class

Outstanding as of October 8, 2014

Common Stock: $0.001

108,000,000




2


Explanatory Note


This amendment corrects certain errors which were contained within the prior filing dated 10/22/14. Specifically, this amendment corrects the following items:

-- The Certification Pursuant to 18 U.S.C. Section 1350 and 302 Certification are now correctly signed by the current CEO (the previous filing had incorrectly listed the outgoing CEO as the signer of both documents).

-- This 10Q amendment is now signed by the CEO rather than the Director.

-- The executive office address has been updated and corrected to Henderson, Nevada USA.






3



KOLASCO CORP.


FORM 10-Q


August 31, 2014


INDEX


PART I-- FINANCIAL INFORMATION


 

 

 

 

 

 

Item 1.

Financial Statements (Unaudited)

5

Item 2.

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

11

Item 3

Quantitative and Qualitative Disclosures About Market Risk

16

Item 4.

Controls and Procedures

16


PART II-- OTHER INFORMATION


 

 

 

Item 1

Legal Proceedings

17

Item 1A

Risk Factors

17

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

17

Item 3.

Defaults Upon Senior Securities

17

Item 4.

Mine Safety Disclosures

17

Item 5.

Other Information

17

Item 6.

Exhibits

17

 

 

 

 

SIGNATURES

18




4



KOLASCO CORP.

CONDENSED BALANCE SHEET

 

 

 

 

 

 

 

ASSETS

 

August 31, 2014

(unaudited)

 

 

November 30, 2013

 

 

 


 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$

694 

 

 

$

6,474 

 

 

 

 

 

 

 

 

Total Current Assets

 

694 

 

 

6,474 

 

 

 

 

 

 

 

 

Fixed Assets

 

 

 

 

 

 

Property and Equipment, Net

 

 

 

260 

 

 

 

 

 

 

 

 

Total Assets

 

$

694 

 

 

$

6,734 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Related party loan - shareholder

 

$

29,058 

 

 

$

27,888 

 

 

 

 

 

 

 

 

Total Liabilities

 

29,058 

 

 

27,888 

 

 

 

 

 

 

 

 

Stockholders’ Equity (Deficit)

 

 

 

 

 

 

Common Stock, $0.001 par value, 200,000,000 shares authorized; 108,000,000 shares issued and outstanding, respectively

 

108,000 

 

 

108,000 

 

Additional paid-in capital

 

 

 

 

Accumulated deficit

 

(136,364)

 

 

(129,154)

 

 

 

 

 

 

 

 

Total Stockholders’ Equity (Deficit)

 

(28,364)

 

 

(21,154)

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity (Deficit)

 

$

694 

 

 

$

6,734 

 

 

 


 

 


 

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




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KOLASCO CORP.

Condensed Statement of Operations

(unaudited)



 

Three Months ended August 31, 2014

 

Three Months ended August 31, 2013

 

Nine months ended August 31, 2014

 

Nine months ended August 31, 2013

Revenues

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

     Depreciation

85

 

85

 

261

 

255

     General and Administrative

24

 

40

 

616

 

171

     Professional Fees

1,675

 

1,306

 

6,334

 

23,854

 

 

 

 

 

 

 

 

Total Expense

1,784

 

1,431

 

7,211

 

24,280

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

(1,784)

 

(1,431)

 

(7,211)

 

(24,280)

 

 

 

 

 

 

 

 

INCOME TAX EXPENSE

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

NET LOSS

(1,784)

 

(1,431)

 

(7,211)

 

(24,280)

 

 

 

 

 

 

 

 

Basic and diluted net loss per common share

(0.00)

 

(0.00)

 

(0.00)

 

(0.01)

 

 

 

 

 

 

 

 

Weighted-average number of common shares outstanding

108,000,000

 

108,000,000

 

108,000,000

 

108,000,000


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



6



Kolasco Corp.

Condensed Statements of  Cash Flows

(unaudited)



 

 

Nine Months Ended

August 31, 2014

 

 

Nine Months Ended

August 31, 2013

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(7,211)

 

 

$

(24,280)

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

Depreciation expense

 

261 

 

 

255 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

(6,950)

 

 

(24,025)

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of property and equipment

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from notes payable – related party

 

1,170 

 

 

21,915 

 

Common stock issued for cash

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

1,170 

 

 

21,195 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

(5,780)

 

 

(2,110)

 

 

 

 

 

 

 

 

Cash, beginning of the period

 

6,474 

 

 

4,930 

 

Cash, end of the period

 

$

694 

 

 

$

2,820 

 


 

 

 

 

 

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

          Interest

 

$

 

 

$

 

          Income Taxes

 

$

 

 

$

 

 

 

 

 

 

 

 


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



7




Kolasco Corp.

Notes to Unaudited Condensed Financial Statements

August 31, 2014 (unaudited)


NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS


Kolasco Corp. (the "Company" or “Kolasco”) was incorporated under the laws of the State of Nevada on December 28, 2010.  We are a development stage company. We are in the business of translation as well as interpretation. The company meets challenge of most demanding translation/interpretation project for various fields from business, economics, to science issues. All operating projects are customer tailored with four working languages: English, Spanish, Russian, and Ukrainian.  


NOTE 2 - CONDENSED FINANCIAL STATEMENTS


The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at August 31, 2014 and for all periods presented have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s November 30, 2013 audited financial statements.  The results of operations for the periods ended August 31, 2013 and 2014 are not necessarily indicative of the operating results for the full years.


NOTE 3 – GOING CONCERN


The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company had $800 revenues as of November 30, 2011. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.  


Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it August be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.


NOTE 4 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES


Basis of Presentation


The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  


Accounting Basis


The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a November 30 fiscal year end.


Cash and Cash Equivalents


The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $6,474 of cash as of November 30, 2013 and $694 of cash as of August 31, 2014.


Fair Value of Financial Instruments


The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.



8



Income Taxes


Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


Revenue Recognition


The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. The Company did not recognize any revenue as of August 31, 2014.


Basic Income (Loss) Per Share


Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of August 31, 2014.


Recent Accounting Pronouncements


On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915).   Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.


Jobs Act Provisions


We have elected to maintain our status as an emerging growth company and take advantage of the JOBS Act provisions. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements August not be comparable to companies that comply with public company effective dates.


NOTE 5 – RELATED PARTY PAYABLES


During the period from Inception to August 31, 2014, a shareholder loaned $29,058 to fund Company operations.  No additional funds were loaned to the Company during the period ended August 31, 2014, leaving an ending balance in related party payables of $29,058.  The loan is unsecured, non-interest bearing and is due on demand.



9



NOTE 6 – COMMON STOCK


On April 20, 2011, the Company issued 2,000,000 shares (60,000,000 post split shares) of common stock to the Company’s founder for cash proceeds of $2,000 at $0.001 per share.  


On August 20, 2011, the Company issued 1,200,000 shares (36,000,000 post split shares) of common stock for cash proceeds of $12,000 at $0.01 per share.


On November 30, 2011, the Company issued 400,000 shares  (12,000,000 post split shares) shares of common stock for cash proceeds of $8,000 at $0.02 per share.


On October 2, 2013 the Company received approval from FINRA to affect a thirty-to-one forward split. The statement of stockholders equity has been updated to reflect this change since inception.


The Company has 200,000,000, $0.001 par value shares of common stock authorized. There were 108,000,000 shares (post split) of common stock issued and outstanding as of August 31, 2014 and 2013.


NOTE 7 – SUBSEQUENT EVENTS


In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to August 31, 2014 through to date this report was issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.





10



FORWARD LOOKING STATEMENTS


Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION



GENERAL


We are a development stage company. We were incorporated in the State of Nevada on December 28, 2010. We are in the business of translation and interpretation. The company will undertake translation and interpretation projects for various fields from business, economics, to science issues. All operating projects are customer tailored with four working languages: English, Spanish, Russian, and Ukrainian.


In our translation projects we utilize Human Translation and Machine Translation—computer software translation. Our Machine Translation is performed by special computer translation software: MT PROMT SYSTEM. Our Machine Translation analyzes sentences based on the grammar rules of the language and translates the words and phrases in the context of the original document.


Our revenue is earned by charging a fee for our services. We may also receive commissions from other translation/interpretation companies to which we will refer our potential clients.


Our principal executive office is located at 2360 CORPORATE CIRCLE STE 400, HENDERSON, Nevada, 89074-7722. Our telephone number is (702) 403-0743, and our registered agent for service of process is the INCORP SERVICES, INC, located at 2360 CORPORATE CIRCLE STE 400, HENDERSON, Nevada, 89074-7722. We were incorporated in the State of Nevada on December 28, 2010. Our fiscal year end is November 30.



11



PRODUCT


Products/Services


We offer our clients translation and interpretation services in various fields, such as business, economics, marketing, advertising and science issues.  Initially, we will concentrate our services in the following four languages:


Supported Languages:


·

English to Spanish : Spanish to English

·

English to Russian : Russian to English

·

English to Ukrainian : Ukrainian to English

·

Spanish to Russian: Russian to Spanish

·

Spanish to Ukrainian: Ukrainian to Spanish

·

Ukrainian to Russian: Russian to Ukrainian


However, if we are presented with a job outside of our language expertise, we plan to outsource it to other translation experts. We have not yet entered in negotiations, executed written agreements, and have not secured these relationships


As our business expands we are going to add the following languages to our “in-house services”:


·

English to Italian : Italian to English

·

English to Portuguese : Portuguese to English

·

English to German : German to English

·

English to France : France to English

·

English to Japanese : Japanese to English

·

English to Simplified Chinese

·

English to Traditional Chinese

 

Translation.


In our translation projects we combine Human Translation and Machine Translation.


Human translation will be done initially by translation experts. They will be selected based on their knowledge of multiple languages as well as their experience in the translation industry.


·

For machine translation we have purchased and will use MT PROMT SYSTEM PR90PROFEGIGBS 9.0 software


PROMT (www.prompt.com) is a provider of automated translation software, with offices in US, Germany and Russia.

Most programs that claim to provide "Machine Translation" are really just performing a word-by-word dictionary lookup and replacement. On the other hand, PROMPT software, according to their website (www.prompt.com), analyzes sentences based on the grammar rules and translates the words and phrases in the context of the original document.


PROMPT has a high level of accuracy and reader comprehension, however, it is not perfect since computers don't yet possess "life knowledge". For example, a computer doesn't know that: "dusting" a field means putting dust on it, while "dusting" a table means taking dust off of it. In a language other than English, the translation for "drive" is probably different depending on whether one is driving a golf ball or a car, and a computer can easily get it wrong. This is why we are backing up machine translation by custom tailored human translation. Human Translation service - or a Human-Edited translation service – is more desirable when accuracy and quality is important.



12



Machine Translation is instant and is therefore ideal for many purposes where human translation is not available.  Machine Translation is used for rapid, draft-quality translations that provide individuals and professionals with the "gist" of foreign language documents such as 2-way email, web pages and correspondence. A "gisted" translation allows readers to understand the meaning of the original document and determine its relevance to themselves or their business.


2-way Email Translation


Many email translation solutions are often restricted to one-way communication.  We are going to act as the translation engine, through which our client emails passes on the way to and from over sea's correspondents.


Interpretation.


We provide the facilitation of dialogue between parties using different languages – interpretation for events such as conferences, workshops, courses and business meetings.  Our service includes Representative Call, Live Interpretation Call and On-Site Interpretation.


Representative Call


Prior to “Representative Call”, our client will leave his/her message in language which has to be translated. We will then translate the message and make the call on behalf of our client in desired language. The client will be contacted immediately after the conclusion of the call with the results of the conversation.


Live Interpretation Call


During Live Interpretation, we will assist during a telephone call of our client and another party. Our interpreter will listen and simultaneously translate the dialogue of each party.


On-Site Interpretation Services


We provide on-site interpretation services for any of the following situations:


·

Business negotiations

·

Depositions

·

Trials

·

Conferences

·

Teleconferences

·

Classroom settings


Marketing Our Services


Our plan in the next 12 months is to conclude referral agreements with various tourist organizations and travel agencies in order to market our services to their clients. We have not yet entered in negotiations, executed written agreements, and have not secured these relationships. We have started to research and collect information about these companies. 


We also plan to advertise our services in travel brochures and newspapers as well as by sending out regular e-letters and special promotions to our new and existing clients.



13



Contract for Translation Services


We have executed a Contract for Translation Services with Eastern European Company Apikosmetic Ltd based in Kiev, Ukraine (www.apic.com.ua/). This company is in Cosmetic product distributor and is in a process of expanding its target market to Europe and North America. Under the terms of the agreement we will provide Apikosmetic with translation and interpretation service from Ukrainian and Russian into English and vice versa.  Other material terms of the agreement are as follows:


a.

Client shall pay translator at the rate of $ 0.15 USD per word for translation plus $ 35 USD per hour for revision.

b.

Payment is due within 30 days since invoice issue date.

c.

The source and target language materials do not become the property of the translator, but the translator has the right to retain file copies of the materials upon completion of the work.

d.

All knowledge and information acquired during the term of this Contract with respect to the business and products of the client will be treated by translator as confidential until and unless stipulated by client.

e.

This contract can be modified orally or in writing by agreement of both parties.

f.

Either party may terminate this contract by giving a 30 days' notice in writing.


Website Marketing Strategy


We plan to develop a website to market and display our services. To accomplish this, we plan to contract an independent web designing company. Our website will describe our services in detail, show our contact information, and include some general information and description of our services.


We intend to promote our website by displaying it on our business cards. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines and advertising on related websites.


Revenue


The company's revenue comes from fees we charge our clients for translation/interpretation services. We charge our clients translation fee at rate of $ 0.15 USD per word for translation plus $35.00 USD per hour for revision for Human translation. The fee for Machine translation will vary from $0.01 to $0.1 per word depending on source content plus $35 per hour for revision if apply.


Representative Calls and Live Interpretations have a base rate of $1.5 per minute plus country surcharge per minute. Examples: an interpretation call from Europe to US would cost $1.5 per minute basic + $0.3 per minute surcharge = $1.8 per minute total; a call between Canada and Argentina would cost $1.5 per minute basic + $0.5 per minute surcharge = $2.0 per minute total.


We may also receive commission from other translation/interpretation companies to which we will refer our clients. The commission may range from 10% to 15% of the total amount paid by our clients.


EMPLOYEES AND EMPLOYMENT AGREEMENTS


At present, we have no employees other than our officer and director.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no personal benefits available to any officers, directors or employees.


Results of Operation


Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.



14



We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.


Three Months Period Ended August 31, 2013 and 2014


Our net loss for the three months period ended August 31, 2013 was $1,431 and $1,784 for the nine months ended August 31, 2014.  During the three month periods ended August 31, 2013 and 2014 we have not generated any revenue.


During the three months period ended August 31, 2013, our operating expenses were general and administrative expenses $40, professional fees of $1,306, and depreciation expense $85. The weighted average number of shares outstanding was 108,000,000 for the nine months period ended August 31, 2014.  During the three months period ended August 31, 2014, our operating expenses were general and administrative expenses $24, professional fees of $ 1,675, and depreciation expense $85.


Nine Months Period Ended August 31, 2013 and 2014


Our net loss for the nine months period ended August 31, 2013 was $24,280 and $7,221 for the nine months ended August 31, 2014.  During the nine  month periods ended August 31, 2013 and 2014 we have not generated any revenue.


During the nine months period ended August 31, 2013, our operating expenses were general and administrative expenses $171, professional fees of $23,854, and depreciation expense $255. The weighted average number of shares outstanding was 108,000,000 for the nine months period ended August 31, 2014.  During the nine months period ended August 31, 2014, our operating expenses were general and administrative expenses $616, professional fees of $ 6,334, and depreciation expense $261.


Liquidity and Capital Resources


Nine Months Period Ended August 31, 2014


As at August 31, 2014, our total assets were $694 compared to $6,734 as at November 30, 2013. Total assets were comprised of  cash. As at August 31, 2014, our current liabilities were $29,058. Stockholders’ equity was $ (28,364) as of August 31, 2014 compare to stockholders' equity of $ (21,154) as of November 30, 2013.   


Cash Flows from Operating Activities


We have not generated positive cash flows from operating activities. For the nine months period ended August 31, 2014, net cash flows used in operating activities was $(6,950) and for the nine months period ended August 31, 2013 net cash flows used in operating activities was $(24,025).


Cash Flows from Financing Activities


We have financed our operations primarily from either advancements or the issuance of equity. For the nine months period ended August 31, 2014, net cash provided by financing activities was $1,170 and for the nine months period ended May 31, 2013, net cash provided by financing activities was $21,195.


Plan of Operation and Funding


We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.



15



Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.


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.


Going Concern


The independent auditors' review report accompanying our May 31, 2014 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


No report required.


ITEM 4. CONTROLS AND PROCEDURES


Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the 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 Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



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An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2014. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the nine-month period ended August 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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


No report required.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


No report required.


ITEM 4. MINE SAFETY DISCLOSURES


Not applicable.


ITEM 5. OTHER INFORMATION


No report required.


ITEM 6. EXHIBITS


Exhibits:


31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).


31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).


32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.




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SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

Kolasco Corp.

Dated: December 18, 2014

By: /s/ Bruce Farmer

 

Bruce Farmer, Chief Executive Officer





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302 CERTIFICATION




I, Bruce Farmer, certify that:


         1. I have reviewed this quarterly report on Form 10-Q/A of Kolasco Corp.;


         2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


         3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


         4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


      a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;


      b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.


      c.  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


      d.  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and




         5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


         a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


         b.  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: December 18, 2014


/s/Bruce Farmer  

Bruce Farmer

Chief Executive Officer

Chief Financial Officer










CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


The undersigned officer of Kolasco Corp. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q/A for the quarter ended August 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/Bruce Farmer

Bruce Farmer

Chief Executive Officer

Chief Financial Officer



 

December 18, 2014