U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-Q

Mark One

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2015

[   ] 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. 333-194055

KANGE CORP.

(Exact name of registrant as specified in its charter)

Nevada (State or Other Jurisdiction of Incorporation or Organization)	7371 (Primary Standard Industrial Classification Number)	EIN 33-1230169 (IRS Employer Identification Number)

2770 S. Maryland Pkwy. # 302 

Las Vegas, Nevada, 89109

702 731 3535

 (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 [   ]

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 [X] No [  ]

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 [   ]

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 July 15, 2015
Common Stock, $0.001	5,520,000

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INDEX

 

			Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I. FINANCIAL INFORMATION				3
Item 1.	Financial Statements			3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			10
Item 3.	Qualitative and Quantitative Disclosures About Market Risk			12
Item 4.	Controls and Procedures			13
PART II. OTHER INFORMATION				14
Item 1.	Legal Proceedings			14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			14
Item 3.	Defaults Upon Senior Securities			14
Item 4.	Mine Safety Disclosure			14
Item 5.	Other information			14
Item 6.	Exhibits			14
SIGNATURES				15

 

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

KANGE CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

	May 31,			November 30,
	2015			2014
ASSETS		(unaudited)			(audited)
Current Assets
Cash and cash equivalents	$	911		$	25
Total Current Assets		911			25
Total Assets	$	911		$	25
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Due to Shareholder	$	18,128		$	11,478
Total Current Liabilities		18,128			11,478
Total Liabilities	$	18,128		$	11,478
Commitments and Contingencies
Stockholders’ Deficit
Common stock, par value $0.001; 75,000,000 shares authorized, 5,520,000 shares issued and outstanding
		5,520			5,520
Additional paid in capital		15,680			15,680
Deficit accumulated during the development stage		(38,417)			(32,653)
Total Stockholders’ Deficit		(17,217)			(11,453)
Total Liabilities and Stockholders’ Deficit	$	911		$	$       25
The accompanying notes are an integral part of these condensed unaudited financial statements

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KANGE CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		Three months ended May 31,						Six months ended May 31,
		2015			2014			2015			2014			From August 16, 2013 (Inception) to May 31, 2015
Revenue, net		$	-		$	-		$	-		$	-		$	-
Operating expenses
General and administrative			5,581			1,510			5,764			8,569			38,417
Total operating expenses			5,581			1,510			5,764			8,569			38,417
Loss from operations			(5,581)			(1,510)			(5,764)			(8,569)			(38,417)
Provision for income taxes			-			-			-			-			-
Net Loss		$	(5,581)		$	(1,510)		$	(5,764)		$	(8,569)		$	(38,417)
Net loss per share: basic and diluted
		$	(0.00)*		$	(0.00)*		$	(0.00)*		$	(0.00)*
Weighted average shares outstanding			5,520,000			5,520,000			5,520,000			5,520,000
* denotes a loss of less than $(0.01) per share
The accompanying notes are an integral part of these condensed unaudited financial statements

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KANGE CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM NOVEMBER 30, 2014 TO MAY 31, 2015

(UNAUDITED AFTER NOVEMBER 30, 2014)

	Common Stock						APIC			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
		Shares		Amount
Inception, August 16, 2013		-		$	-		$	-		$	-		$	-
Shares issued for cash at $0.001 per share on August 29, 2013
		3,000,000			3,000			-			-			3,000
Shares issued for cash at $0.005 per share on September 23, 2013
		1,400,000			1,400			5,600			-			7,000
Shares issued for cash at $0.01 per share on October 17, 2013
		1,120,000			1,120			10,080			-			11,200
Net loss		-			-			-			(678)			(678)
Balance, November 30, 2013		5,520,000		$	5,520		$	15,680		$	(678)		$	20,522
Net loss		-			-			-			(31,975)			(31,975)
Balance, November 30, 2014		5,520,000		$	5,520		$	15,680		$	(32,653)		$	(11,453)
Net loss		-			-			-			(5,764)			(5,764)
Balance, May 31, 2015		5,520,000		$	5,520		$	15,680		$	(38,417)		$	(17,217)
The accompanying notes are an integral part of these condensed unaudited financial statements

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KANGE CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASHFLOWS

 (UNAUDITED)

	Six months ended May 31,
	2015			2014			From August 16, 2013 (Inception) to May 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(5,764)		$	(8,569)		$	(38,417)
Net cash used in operating activities		(5,764)			(8,569)			(38,417)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-			-
Net cash provided by (used) in investing activities		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		-			-			21,200
Proceeds from  shareholder loan		6,650			-			18,128
Net cash provided by financing activities		6,650			-			39,328
Net change in cash		886			(8,569)			911
Cash, beginning of period		25			21,700			-
Cash, end of period	$	911		$	13,131		$	911
SUPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-
The accompanying notes are an integral part of these condensed unaudited financial statements

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KANGE CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONDENSED UNAUDITED FINANACIAL STATEMENTS

FOR THE SIX MONTH PERIODS ENDED MAY 31, 2015 AND 2014 AND THE PERIOD FROM AUGUST 16, 2013 (“INCEPTION”) TO MAY 31, 2015

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

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 and we intend to commence business operations in developing and selling mobile software products, for Apple and android platforms, starting in Estonia and Europe, which is our initial market. We also plan to provide mobile software products internationally as well.

NOTE 2 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since Inception (August 16, 2013) resulting in an accumulated deficit of  $38,417 as of May 31, 2015 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and, or, the private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. These financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended November 30, 2014 and notes thereto contained in the Annual Report on Form 10-K of the Company filed with the United States Securities and Exchange Commission (the “SEC”) on April 27, 2015. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Development Stage Company

The Company is in the development stage as defined under the then current Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 “Development-Stage Entities” and among the additional disclosures required as a development stage company are that its financial statements were identified as those of a development stage company, and that the statements of operations, stockholders’ deficit and cash flows disclosed activity since the date of its Inception (August 16, 2013)  as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has not elected to early adopt these provisions and consequently these additional disclosures are included in these financial statements.

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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.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At May 31, 2015, the Company's bank deposits did not exceed the insured amounts.

Fair Value of Financial Instruments

FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2:  defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3:  defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions

The Company’s financial instruments consist of cash and a loan from a director. The carrying amount of these financial instruments approximates fair value due to the short-term maturity of these items.

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

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Revenue Recognition

The Company will recognize revenue in accordance with ASC. 605, “Revenue Recognition” ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the six month periods ended May 31, 2015 and 2014.

Stock-Based Compensation

As of May 31, 2015 the Company has not issued any stock-based payments. Stock-based compensation is accounted for at fair value in accordance with ASC 718,”Compensation – Stock Compensation”. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. No potentially dilutive securities were issued or outstanding during any of the periods presented in these financial statements.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations other than those relating to Development Stage Companies as discussed above.

NOTE 4 – DUE TO SHAREHOLDER

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.

On August 16, 2013, our director and principal shareholder advanced $678 to the Company to fund its initial incorporation with the Nevada Secretary of State. The director and principal shareholder loaned a further $500 to the Company on October 30, 2013 as working capital. During October 2014 the shareholder has loaned $10,300 to the company for working capital.  On December 10, 2014 the shareholder loaned additional $600 to the working capital.  During six months period ended May 31, 2015 the shareholder loaned additional $6,050 for working capital.

As of May 31, 2015 the total due to this shareholder was $18,128. This amount is due on demand, bears no interest and is unsecured.

NOTE 5 – COMMON STOCK

The Company has 75,000,000 authorized shares of common stock with a par value of $0.001 per share.

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On August 29, 2013, the Company issued 3,000,000 shares of common stock for cash proceeds of $3,000 at $0.001 per share.

On September 23, 2013, the Company issued 1,400,000 shares of common stock for cash proceeds of $7,000 at $0.005 per share.

On October 17, 2013, the Company issued 1,120,000 shares of common stock for cash proceeds of $11,200 at $0.01 per share.

There were 5,520,000 shares of common stock issued and outstanding as of May 31, 2015.

NOTE 6 – INCOME TAXES

As of May 31, 2015, the Company had net operating loss carry forwards of $38,417 that may be available to reduce future years’ taxable income through 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

NOTE 7– SUBSEQUENT EVENTS

On June 08, 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 agrees 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.

On June 11, 2015, by consent of shareholders, the Company’s sole director, Dmitri Brakin resigned as the Chief Executive Officer and Victor Stepanov was nominated to be President, Chief Executive Officer and Treasurer. On June 16, 2015 Dmitri Brakin resigned as Chief Financial Officer, Director and Chairman of the Board and Secretary. Mr. Brakin’s resignation was not due to, and was not caused by, in whole or in part, any disagreement with the Company, whether related to the Company’s operations, policies, practices or otherwise.

Effective June 16, 2015, by consent of shareholders, Vassili Oxenuk was nominated to be Director and Chairman of the Board, Zarina Mamyrkulova was nominated to Corporate Secretary, and Elena Trinidad was nominated to Chief Financial Officer and Director.

Effective July 7, 2015, by consent of shareholders, Dr. Arthur Malone, Michael Johnson, Russ Reagan and James Lantiegne were nominated to be Directors.

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

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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

The Company plans to develop and market software product as a mobile application for end users of the current generation iPhone 5S, 5, iPad from Apple, Inc., and mobile phones with 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 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.

Results of Operations

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.

We expect we will require additional capital to meet our long term operating requirements.

Three Months Period Ended May 31, 2015 Compared to the Six Month Period Ended May 31, 2014.

We recognized no revenue for the three months ended May 31, 2015 and 2014 as we are a development stage company.

During the three months ended May 31, 2015, we incurred general and administrative expenses of $5,581 compared to $1,510 that we incurred during the three months ended May 31, 2014. These expenses related to corporate overhead, financial and administrative contracted services. They were significantly higher in 2015 due to the timing of the auditors’ fees billed to the Company in 2015 vs. 2014.

Our net loss for the three months period ended May 31, 2015 was $5,581 compared to a net loss of $1,510 for the three months period ended May 31, 2014 due to the factors discussed above.

Six Months Period Ended May 31, 2015 Compared to the Six Month Period Ended May 31, 2014.

We recognized no revenue for the six months ended May 31, 2015 and 2014 as we are a development stage company.

During the six months ended May 31, 2015, we incurred general and administrative expenses of $5,764 compared to $8,569 incurred for the six month period ended May 31, 2014. These expenses related to corporate overhead, financial and administrative contracted services. They were significantly lower in 2015 due to the timing of the auditors’ fees billed to the Company in 2015 vs. 2014. The auditors’ fees related to 10K were incurred later in the second and third quarter of 2015, while the full amount of such fees was incurred in the first and second quarter of 2014.

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Thus, our net loss for the six month period ended May 31, 2015 was $5,764 compared to a net loss of $8,569 for the six month period ended May 31, 2014 due to the factors discussed above.

Liquidity and Capital Resources

As of May 31, 2015, our total assets were $911, comprising exclusively of cash, compared to $25 in total assets, also comprising exclusively of cash, at November 30, 2014.

As of May 31, 2015, our total liabilities were $18,128, comprising exclusively of shareholder’s advances, compared to $11,478 in total liabilities, also comprising exclusively of shareholder’s advances, at November 30, 2014.

Stockholders’ deficit was $17,217 as of May 31, 2015 compare to stockholders' deficit of $11,453 as of November 30, 2014.

Cash Flows from Operating Activities

Net cash used in operating activities was $5,764 and $8,569 in the six months ended May 31, 2015 and 2014, respectively. The decrease was in line with the decrease in the losses we incurred between the two periods.

Cash Flows from Investing Activities

The Company has not generated or used any cash flows from investing activities during the six months ended May 31, 2015 and 2014.

Cash Flows from Financing Activities

We have historically financed our operations primarily from either advances from our shareholder or the issuance of equity. We received $6,650 advance from our shareholder during the six months ended May 31, 2015 while no financing activities occurred during the six months ended May 31, 2014.

The Company has incurred losses from operations and has an accumulated deficit of $38,417 at May 31, 2015.

 Plan of Operation and Funding

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

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 11, 2015, Registrant’s Board of Directors held a corporate board meeting.

 

On act by consent of shareholders, that the sole director of Registrant, Dmitri Brakin resigns as the Chief Executive Officer, but stays as the sole board member and Chief Financial Officer, and ascends as the Chairman of the Board and Corporate Secretary.  

On act by consent of shareholders, Victor Stepanov is nominated to be President, Chief Executive Officer and Treasurer.

On June 16, 2015, Registrant’s Board of Directors held a Special Meeting.

 

Effective June 16, 2015, the sole director of Registrant, Dmitri Brakin resigns as Chief Financial Officer, Director, Chairman of the Board and Secretary.

Effective June 16, 2015, on act by consent of shareholders, Vassili Oxenuk is nominated to be Director and Chairman of the Board.

Effective June 16, 2015, on act by consent of shareholders, Ms. Zarina Mamyrkulova is nominated to Corporate Secretary.

Effective June 16, 2015, on act by consent of shareholders, Ms. Elena Trinidad is nominated to Chief Financial Officer, Director.

Mr. Brakin’s resignation was not due to, and was not caused by, in whole or in part, any disagreement with the Company, whether related to the Company’s operations, policies, practices or otherwise

Effective July 7, 2015, on act by consent of shareholders, Dr. Arthur Malone is nominated to be Director.

Effective July 7, 2015, on act by consent of shareholders, Mr. Michael Johnson is nominated to be Director.

Effective July 7, 2015, on act by consent of shareholders, Mr. Russ Reagan is nominated to be Director.

Effective June 16, 2015, on act by consent of shareholders, Mr. James Lantiegne is nominated to be Director.

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

The Company has 75,000,000 authorized shares of common stock with a par value of $0.001 per share.

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On August 29, 2013, the Company issued 3,000,000 shares of common stock for cash proceeds of $3,000 at $0.001 per share.

On September 23, 2013, the Company issued 1,400,000 shares of common stock for cash proceeds of $7,000 at $0.005 per share.

On October 17, 2013, the Company issued 1,120,000 shares of common stock for cash proceeds of $11,200 at $0.01 per share.

The sales were exempt under Section 4(2) and 3(b) of the Securities Act of 1933, as amended, and the rules and regulations promulgated there under, including Regulations D, due to the facts that the investor was an accredited investor, had acquired the shares for investment purposes and not with a view for re-distribution, had access to sufficient information concerning the Company, and the certificate(s) representing such shares will bear a restrictive legend.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

We have no senior securities outstanding in any of the periods presented in these financial statements.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

Exhibits:

1.

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

2.

2. 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

3.

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.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

   

Signature		Title		Date
Victor Stepanov		President, Chief Executive Officer and  Treasurer			July 15, 2015

                                                                                        

Elena Trinidad                                           Chief Financial Officer, Director                                             July 15, 2015

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