UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): October 4, 2011
KRANEM CORPORATION
(Exact name
of registrant as specified in its charter)
Colorado | 000-53563 | 02-0585306 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
1080 OBrien Drive
Menlo Park, CA
94025
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (650) 319-6743
Not Applicable
(Former name or former address, if
changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
-1-
This Amendment No. 1 to the Current Report on Form 8-K (the Form 8-K/A) of Kranem Corporation (the Company) is filed in response to comments by the Staff of the Securities and Exchange Commission in connection with their review of the Companys Current Report on Form 8-K, originally filed with the SEC on October 11, 2011 (the Original Filing).
For purposes of this Form 8-K/A, and in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Item 4.02 of the Original Filing that was affected by the changes has been amended and restated in its entirety. Unless otherwise indicated, this report speaks only as of the date of the Original Filing and this Form 8-K/A does not reflect events occurring after the date of the Original Filing or modify or update those disclosures, including the exhibits to Original Filing affected by subsequent events. No attempt has been made in this Form 8-K/A to update other disclosures presented in the Original Filing.
ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On October 4, 2011, after consultation with its independent auditor, De Joya Griffith & Co. LLC (De Joya), and other financial and legal advisors, the Board of Directors of Kranem Corporation (the Company) adopted resolutions to reclassify its transaction with Xalted Networks, Inc. , completed on May 13, 2011 (the Transaction), which was reported in the Companys Current Report on Form 8-K dated on May 16, 2011, as a reverse recapitalization. Reverse recapitalization is commonly referred to as a reverse acquisition, which in substance is a capital transaction, rather than an acquisition transaction, under the business combination rules of accounting. The accounting for a reverse recapitalization is equivalent to the issuance of stock by a private company for the net monetary assets of a non-operating public company accompanied by a recapitalization which in substance is similar to a reverse merger, except no goodwill is recorded. Accordingly, the historical financial statements would be that of the private company. As a result of the reverse acquisition, the private company, Xalted Networks Inc., is now treated as the continuing reporting entity. An acquisition transaction under the business combination rules of accounting would be accounted for as a purchase of an ongoing business whereby all assets and liabilities of the acquired business would be fair valued and operational activities would be recorded in the acquirers financial statements on a prospective basis.
On October 14, 2011, the Company also filed an Amendment No.2 to its Quarterly Report on Form 10-Q for the reporting period ended June 30, 2011 to restate its unaudited financial statement for the three month period ended June 30, 2011 which was reviewed by De Joya. The unaudited financial statements, previously filed on August 22, 2011, should not be relied upon.
The re-characterization of the Transaction has changed the presentation of stockholders equity in the Companys financials statements but did not have a net effect change of the Companys capital; and has changed the Companys earnings per share since the income and expenses will now reflect activities for the full three and six months ended June 30, 2011 and 2010. The Company anticipates that the restatement in respect of the re-characterization and the accounting treatment for the Transaction will not have a material effect on the Companys liquidity, cash resources, or future business operations to the extent that overall from an accounting perspective, the net change to Stockholders Equity was minimal.
The Company anticipates to continue to retain De Joya as its independent auditor.
-2-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 4, 2011
KRANEM CORPORATION | ||
By: | /s/ Edward Miller | |
Name: | Edward Miller | |
Title: | Chief Financial Officer |
-3-