AMJ Global Technology - Quarter Report: 2018 February (Form 10-Q)

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 February 28, 2018

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 333-194055

11724 Ventura Blvd Suite B,

Studio City, California 91604

(Address of principal executive offices)

(818) 853-7033

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes   ☒ No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes   ☐ No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and smaller reporting company" in Rule 12b-2 of the Exchange Act.

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 May 7, 2021, the Company had 14,553,465 shares of common stock outstanding.

KANGE CORP.

PART I – FINANCIAL INFORMATION

Kange Corp.

Index to Financial Statements

(Unaudited)

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

Kange Corp

Kange Corp

(Unaudited)

Kange Corp

(Unaudited)

KANGE CORP.

NOTE 2 – MARKETABLE SECURITIES

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

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

On November 1, 2018, the Company recorded the shares of Patient Access Solutions Inc. at $81,000. As of February 28, 2018, based quoted market prices, the Company recognized an unrealized gain of $32,863.

The carrying values of our equity securities were included in the following line items in our balance sheets:

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 consolidated financial statements and summary of selected financial data for Kange Corp. Such discussion represents only the best present assessment from our Management.

Company Overview

Kange Corp., a Nevada corporation (the “Company,” “Kange,” “we,” and “us”), is a development stage company that was incorporated in Nevada on August 16, 2013.
 
The Company is developing and marketing software product as a mobile application for end users of the current generation iPhone and iPad from Apple, Inc., and mobile phones using the Android platform. The mobile application's digital content will be customizable by the owner of the particular device using our software. We plan to stay on the cutting edge of the constantly changing mobile application market, and our goal is to create a quality reputation within the mobile software community and marketplace. We plan to sell our initial applications through Apple's App Store or through our own online retail website to small business owners, who desire their own mobile applications and want to control the content. Apple, App Store, iPhone and iPad are trademarks of Apple Inc., and Android is a trademark of Alphabet Inc.
 
On June 8, 2015, the Company entered into a development contract with Idap Group, LTD, a Ukrainian company ("Software Developer"). Under the terms of the contract, Software Developer agreed to provide mobile (pda and smartphone) application ("App") software development to the Company, in exchange for not more than one hundred thousand U.S. dollars. Delivery of the ready software shall be performed by placing it in the App Store and Google Play by Software Developer or transmitted via the Internet.  As of the date of this report, the contract is still in effect. 
 
On November 9, 2015, AMJ Global, LLC ("AMJ Global"), a company beneficially owned by Dr. Arthur Malone, Jr., the Company's chief executive officer and director, assigned the rights of AMJ Global pursuant to its agreements with Blabeey, Inc. ("Blabeey"), a mobile App designer. The irrevocable assignment, transferred and conveyed in its entirety to the Company in a common control transaction, all of AMJ Global's rights and obligations that are stipulated and set forth in every and all agreements between AMJ Global and Blabeey, including, but not limited to, the agreement between AMJ Global and Blabeey dated October 26, 2015. Blabeey's web site is www.blabeey.com, which is not incorporated in this filing. The Company issued 5,000,000 shares of common stock to AMJ Global for the assignment. The Company valued those shares at $471,672, the historical asset costs of Blabeey. Subsequently, the Company began working with Blabeey on developing technology for social media regarding Autism, PTSD and other neurological issues.  
 
In May of 2017, the Company retained Bruce Weitzberg to serve on the Company’s Board of Advisors and advise the Company regarding the intersection of technology and wholistic health care treatment and healthy living. Mr. Weitzberg is the CEO of Patient Access Solutions Inc., a Nevada corporation with ticker symbol “PASO” (“PASO”).  PASO is a provider of healthcare and financial processing solutions for the healthcare and dental industries, and it has also opened a new center for the treatment of individuals with autism spectrum disorder and other biomedical conditions. 

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

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

We have had limited operations and have been issued a "going concern" opinion by our auditor, based upon our reliance on related party loans and the sale of our common stock as the sole sources of funds for our operations for the near future.

Reports to Security Holders

The Company is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, and is a “voluntary filer.”  As a voluntary filer, the Company intends to furnish its stockholders with annual reports containing consolidated financial statements audited by its independent registered public accounting firm and to make available quarterly reports containing unaudited consolidated 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.

The public may read and copy any materials that the Company files 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 site address is www.sec.gov.

Available Information

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

Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto for the three months ended February 28, 2018 and 2017, and related management discussion herein.

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

Going Concern Qualification

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred cumulative net losses of $704,797 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern.

For the Three Months Ended February 28, 2018 and 2017:

Our operating results for the three months ended February 28, 2018 and 2017, and the changes between those periods for the respective items are summarized as follows:

Revenues

We did not earn any revenues during the three months ending February 28, 2018 or 2017.

Operating Income (Loss)

Our loss from operations increased to $29,400 during the three months ending February 28, 2018, from an operating loss of $8,009 in the comparative period ending February 28, 2017. The following table presents operating expenses for the three-month periods ending February 28, 2018 and 2017:

The Company recorded $20,712 in consulting fees during the three months ended February 28, 2018, as compared to $0 for the same period in the prior fiscal year, due to signed advisory board agreements. We realized an increase of $679 in general and administrative expenses during the three months ended February 28, 2018, as compared to the same period in the prior fiscal year.

Other Income (Expense)

The following table presents other income and expenses for the three months ended February 28, 2018 and 2017:

During the three months ending February 28, 2018 the Company recognized an unrealized gain on investment of $32,863 due to revaluation of marketable securities. For the same period in the prior fiscal year, the Company recorded interest expense of $1,627, and amortization of debt discounts of $1,550.

Net Income (Loss)

of the Company realized $3,463 in net income during the three months ended February 28, 2018, compare to net loss of $11,186 in the same period in the prior fiscal year.  This is due to the net effect of the consulting fees and unrealized gain on marketable securities recognized during the 2018 period.

Liquidity and Capital Resources

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Working Capital

The following table presents our working capital position as of February 28, 2018 and November 30, 2017:

The change in working capital during the three months ended February 28, 2018, was primarily due to an increase in current assets of $12,074 and an increase in current liabilities of $8,611. Current assets increased primarily due to revaluation of investment in marketable securities. Current liabilities increased due to an increase in advances from related parties of $1,250, increase in accounts payable of $4,361, and increase in accrued expenses due to related party of $3,000. Cash reduced as of February 28, 2018, by $77 to $0, caused by bank charges during the three months ending February 28, 2018.

Cash Flow

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

The following tables presents our cash flow for the three months ended February 28, 2018 and 2017:

Cash Flows from Operating Activities

We did not generate positive cash flows from operating activities for the three months ended February 28, 2018 or 2017.

For the three months ended February 28, 2018, net cash flows used in operating activities consisted of a net income of $3,463, reduced by unrealized gain on marketable securities of $32,863, and increased by a net increase in change of operating assets and liabilities of $28,073. 

For the three months ended February 28, 2017, net cash flows used in operating activities consisted of a net loss of $11,186, increased by amortization of debt discounts of $1,550 and net change in operating assets and liabilities of $9,546.

Cash Flows from Investing Activities

For the three months ended February 28, 2018 and 2017, no cashflows were used in investing activities.

Cash Flows from Financing Activities

For the three months ended February 28, 2018, we received $1,250 advance from related parties, which used to fund operations and business activities.  We didn’t engage in financing activities during the three months ended February 28, 2017.

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

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 February 28, 2018, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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.

Not applicable.

None.

None.

None.

None.

___________

*   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.

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.