The accompanying notes are an integral part of these unaudited financial statements.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2017
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Organization
Kange Corp. ("Kange," the "Company," "we," "us," or "our") was incorporated under the laws of the State of Nevada on August 16, 2013 (Inception). We are a development stage company developing mobile software products, for Apple and Android platforms, starting in Estonia and Europe, which is our initial intended market. Apple is a trademark of Apple Inc., and Android is a trademark of Alphabet Inc. 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, we retained two former professional athletes to advise us regarding sports health issues and treatments, and we are currently providing services to a third party to formulate a treatment model to meet the needs of professional athletes that struggle and suffer with PTSD, the early onset of dementia and Alzheimer’s. The Company is currently evaluating future operations in the wholistic health industry.
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. The Company's year-end is November 30.
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.
KANGE CORP.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2017
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 sustained net losses of $88,032 and used cash in operating activities of $16,729 for the year ended November 30, 2017. The Company had an accumulated deficit of $708,260, at November 30, 2017. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the valuation of beneficial conversion feature debt discounts, valuation of derivatives, valuation of share-based payments and the valuation allowance on deferred tax assets.
Reclassifications
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders' equity as previously reported.
Net Earnings (Loss) Per Share
In accordance with ASC 260-10, "Earnings per Share," basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.
KANGE CORP.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2017
Effect of Recent Accounting Pronouncements
The Company reviews new accounting pronouncements as issued. 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 November 30, 2017 through the date these financial statements were issued.
NOTE 2 – ASSIGNMENT OF CONTRACTUAL RIGHTS
On November 9, 2015, in exchange for 5,000,000 shares of common stock of the Company, the Company was assigned by AMJ Global, LLC ("AMJ Global"), a company beneficially owned by Dr. Arthur Malone, Jr., the Company's chief executive officer and director, the contractual rights of AMJ Global pursuant to its agreements with Blabeey, Inc. ("Blabeey"), a mobile App designer focused on social media and messaging. The irrevocable assignment, transferred and conveyed in its entirety to the Company, all of AMJ Global's rights and obligations that are stipulated and set forth in every and all agreements between AMJ Global and Blabeey, including, but not limited to, the agreement between AMJ Global and Blabeey dated October 26, 2015, pursuant to which AMJ Global received the right to purchase Blabeey’s software-related assets for $20,000,000. The transaction was, due to the structure of the agreement, between entities under common control and therefore the amount of the historical cost of the assets, $471,672, was recorded as an expense as there is no fixed and determinable future value, and the expense was recorded as a loss on the acquisition of contractual rights.
NOTE 3 – CONVERTIBLE NOTES PAYABLE TO RELATED PARTIES, NET OF DISCOUNTS
Convertible notes to related parties, net of discounts
|
|
November 30, 2017
|
|
|
November 30, 2016
|
|
|
|
|
|
|
|
|
|
Principal,
|
|
|
|
|
|
|
|
|
Principal,
|
|
|
|
|
|
|
Debt
|
|
|
net of
|
|
|
|
|
|
Debt
|
|
|
net of
|
|
|
|
Principal
|
|
|
Discount
|
|
|
Discounts
|
|
|
Principal
|
|
|
Discount
|
|
|
Discounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMJ Global, LLC (a)
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
9,935
|
|
|
$
|
-
|
|
|
$
|
9,935
|
|
AMJ Global, LLC
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,128
|
|
|
|
-
|
|
|
|
18,128
|
|
AMJ Global, LLC
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
19,901
|
|
|
|
-
|
|
|
|
19,901
|
|
AMJ Global, LLC
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,287
|
|
|
|
(2,170
|
)
|
|
|
4,117
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
54,251
|
|
|
$
|
(2,170
|
)
|
|
$
|
52,081
|
|
(a) Assigned from Victor Stepanov on March 15, 2016.
On November 9, 2015, the Company executed a convertible promissory note with Victor Stepanov, the former chief executive officer and director of the Company, for $9,935, in exchange for accrued compensation pursuant to his employment agreement with the Company. On March 15, 2016, Mr. Stepanov assigned this convertible promissory note to AMJ Global, LLC ("AMJ Global"). The note bears interest at the rate of 12% per annum, which accrues monthly. The note matures on November 8, 2016. The note has a conversion feature of $0.02 per share. A beneficial conversion feature of $9,935 was recorded and accreted monthly from the issuance date of the note through maturity. On September 29, 2017, the note holder converted the entire principal balance of $9,935 into 496,750 shares of common stock in the Company. See Notes 5 and 6.
KANGE CORP.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2017
On November 9, 2015, the Company executed a convertible promissory note with AMJ Global, a company which is beneficially owned by Dr. Arthur Malone, Jr., the chief executive officer and director of the Company, for $18,128. This note was created due to the assignment of the balance due to shareholder (see Note 5), which was assigned to AMJ Global on November 9, 2015. The note bears interest at the rate of 12% per annum, which accrues monthly. The note matures on November 8, 2016. The note has a conversion feature of $0.02 per share. A beneficial conversion feature of $18,128 was recorded and accreted monthly from the issuance date of the note through maturity. On September 29, 2017, the note holder converted the entire principal balance of $18,128 into 906,400 shares of common stock in the Company.
On February 5, 2016, the Company executed a convertible promissory note with AMJ Global for $19,901. This note was in exchange for the payment of certain vendors of the Company. The note bears interest at the rate of 12% per annum, which accrues monthly. The note matures on February 4, 2017. The note has a conversion feature of $0.02 per share. A beneficial conversion feature of $19,901 was recorded and accreted monthly from the issuance date of the note through maturity. On September 29, 2017, the note holder converted the entire principal balance of $19,901 into 995,050 shares of common stock in the Company.
On April 6, 2016, the Company executed a convertible promissory note with AMJ Global for $6,287. This note was in exchange for the payment of certain vendors of the Company. The note bears interest at the rate of 12% per annum, which accrues monthly. The note matures on April 6, 2017. The note has a conversion feature of $0.02 per share. A beneficial conversion feature of $6,287 was recorded and accreted monthly from the issuance date of the note through maturity. On September 29, 2017, the note holder converted the entire principal balance of $6,287 into 314,350 shares of common stock in the Company.
On September 29, 2017, AMJ Global, holder of four convertible promissory notes listed above, converted accrued interest in the amount of $11,423 into 571,150 shares of common stock in the Company.
NOTE 4 – COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of November 30, 2017, there were no pending or threatened lawsuits.
NOTE 5 – RELATED PARTY TRANSACTIONS
In support of the Company's efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
KANGE CORP.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2017
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. As of November 30, 2017, the Company has an accrued expense to related party balance of $1,000.
On November 1, 2017, the Company executed a stock purchase agreement with AMJ Global Entertainment, LLC, a related party controlled by the Company’s CEO and director. See Note 6.
NOTE 6 – COMMON STOCK
Common Stock
On November 27, 2017, the Company increased its authorized shares of common stock from 75,000,000 to 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.
In the year ended November 30, 2017, the Company issued 3,983,465 shares of common stock of which 3,283,700 shares were to a related party for the conversion of $54,252 of principal convertible debt and $11,423 of accrued interest.
In 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 recorded the advisory agreements based on the closing stock price of the Company on the date of the executed agreement which resulted in a total combined value of $124,000. The Company recorded the uncompleted portion of the contract as prepaid expense in the amount $66,312 and the completed portion as consulting expense in the amount of $57,688.
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. The shares of Patient Access Solutions Inc. had a carried forward basis cost of approximately $0.07 per share which resulted in an initial valuation of $81,000. The Company recorded a long term other investment asset of $81,000 which was valued at the carry-over basis of the related party.
There were 14,167,524 shares of common stock issued and outstanding as of November 30, 2017.
NOTE 7 – INCOME TAXES
KANGE CORP.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2017
The Company's tax expense differs from the "expected" tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes), as follows:
|
|
For the Years Ended
|
|
|
|
November 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
Tax expense (benefit) at the statutory rate
|
|
$
|
(4,784
|
)
|
|
$
|
(17,458
|
)
|
State income taxes, net of federal income tax benefit
|
|
|
-
|
|
|
|
-
|
|
Non-deductible items
|
|
|
-
|
|
|
|
-
|
|
Change in valuation allowance
|
|
|
4,784
|
|
|
|
17,458
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.
The tax effect of significant components of the Company's deferred tax assets and liabilities at November 30, 2017 and 2016, respectively, are as follows:
|
|
November 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
$
|
28,215
|
|
|
$
|
23,432
|
|
Less: Deferred tax asset valuation allowance
|
|
|
(28,215
|
)
|
|
|
(23,432
|
)
|
Total net deferred tax assets
|
|
$
|
-
|
|
|
|
-
|
|
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Because of the historical earnings history of the Company, the net deferred tax assets for 2017 and 2016 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $28,215 and $23,432 as of November 30, 2017 and 2016, respectively.
NOTE 8 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from November 30, 2017 through the date the financial statements were available to be issued and has determined that there have been no subsequent events after November 30, 2017 for which disclosure is required.