KGNR Kange Corporation (PK)

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 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.

We have had limited operations and have been issued a “going concern” opinion by our auditor on our November 30, 2021 audited financial statements based upon our reliance on related party advances and the sale of our common stock as the sole sources 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

We intend to furnish our shareholders annual reports containing financial statements audited by our 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. We file 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 in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the Commission if they become necessary in the course of our company’s operations.

The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov. 

Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed financial statements and notes thereto for the six months ended May 31, 2022 and 2021, 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

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 $3,354,233. 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.

We did not earn any operating revenues for the three months ended May 31, 2022 and 2021.

The Company incurred a net loss of $5,348 during the three months ended May 31, 2022, compared to a net loss of $9,425 for the three months ended May 31, 2021. The decrease in net loss is primarily due to decrease in operating expenses of $4,077 which is primarily attributed to general and administrative expenses.

For the Six Months Ended May 31, 2022 and 2021:

Our operating results for the six months ended May 31, 2022 and 2021, and the changes between those periods for the respective items are summarized as follows:

The Company incurred a net loss of $1,992,646 during the six months ended May 31, 2022 compared to a net loss of $10,425 for the same period in the prior fiscal year ended May 31, 2021. The increase in net loss was primarily due to an increase in the operating expenses of $268,152 and the other expenses of $1,714,069.

During the six months ended May 31, 2022 and 2021, our operating expenses were primarily attributed to stock-based compensation to our CEO of $273,074 and $0, respectively.

During the six months ended May 31, 2022 and 2021, the other expenses were attributed to loss on the settlement of debt to a company controlled by our CEO of $1,714,069 and $0, respectively.

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.

The change in working capital during the six months ended May 31, 2022, was primarily due to a decrease in current liabilities of $61,604. The Company settled amounts due to its CEO by the issuance of common stock.

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 six months ended May 31, 2022 and 2021:

Cash Flows from Operating Activities

We did not generate positive cash flows from operating activities for the six months ended May 31, 2022 or 2021.

For the six months ended May 31, 2022, net cash flows used in operating activities consisted of a net loss of $1,992,646 reduced by stock based compensation – related party of $273,074, loss on settlement of debt – related party of $1,714,069, and an increase in accounts payable of $2,680.

For the six months ended May 31, 2021, net cash flows used in operating activities consisted of a net loss of $10,425 increased by net change in operating assets and liabilities of $16,750.

Cash Flows from Investing Activities

For the six months ended May 31, 2022 and 2021, no cashflows were used in investing activities.

Cash Flows from Financing Activities

For the six months ended May 31, 2022 and 2021, cash flows provided by financing activities totaled $2,823 and $27,175 respectively, due to proceeds from related party.

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.