Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _______
Commission File Number: 000-53563
KRANEM CORPORATION
d/b/a
LEARNINGWIRE.COM
(Exact Name of Registrant as Specified in its Charter)
Colorado 02-0585306
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
410 17th Street
Denver, Colorado 80202
--------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (303) 592-1614
5300 Cherry Creek, Unit 1328, Denver, Colorado 80246
----------------------------------------------------------------------
Former name, former address, and former fiscal year, if changed
since last report
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Larger accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes [X] No []
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 4,267,125 shares outstanding as
of April 30, 2011.
Kranem Corporation
(dba Learningwire.com)
(A Development Stage Company)
BALANCE SHEETS
December 31,
March 31, 2011 2010
-------------- ----
(Unaudited)
Assets
Current assets:
Cash $ 113 $ 143
-------------- ------------
Total assets $ 113 $ 143
============== ============
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued
liabilities $ 11,692 $ 11,692
Indebtedness to related parties 112,600 112,600
-------------- ------------
Total current liabilities 124,292 124,292
-------------- ------------
Total liabilities 124,292 124,292
-------------- ------------
Stockholders' deficit
Preferred stock, no par value,
10,000,000 shares
authorized, no shares issued and
outstanding - -
Common stock, no par value, 50,000,000
shares
authorized, 4,267,125 shares issued and
outstanding 74,230 74,230
Additional paid-in capital 165,210 161,210
Deficit accumulated during development
stage (363,619) (359,589)
-------------- ------------
Total stockholders' deficit
(124,179) (124,149)
-------------- ------------
Total liabilities and stockholders'
deficit $ 113 $ 143
============== ============
The accompanying notes are an integral part of these financial
statements
2
Kranem Corporation
(dba Learningwire.com)
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
For the three months ended Inception
(April 18,
March 31, 2002) to
---------------------------
2011 2010 March 31, 2011
------------- ------------ ----------------
Revenue $ - $ - $ 6,703
------------- ------------ --------------
Expenses:
Contract labor - - 21,435
Contributed rent - - 100,000
Depreciation - - 18,505
General and administrative
expenses 30 - 22,214
Professional fees 4,000 1,000 104,988
Rent - - 16,250
Salaries - - 42,385
Selling, advertising and
marketing - - 44,555
------------- ------------ --------------
Total expenses 4,030 1,000 370,332
------------- ------------ --------------
Other income:
Interest income - - 10
------------- ------------ --------------
Total other income - - 10
------------- ------------ --------------
Net loss $ (4,030) $ (1,000) $ (363,619)
============= ============ ==============
Weighted average number of
common shares outstanding
- basic 4,267,125 4,267,125
============= ============
Net loss per share - basic $ (0.00) $ (0.00)
============= ============
The accompanying notes are an integral part of these financial
statements
3
Kranem Corporation
(dba Learningwire.com)
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S DEFICIT
(Unaudited)
Deficit
Common Stock Accumulated
--------------------------- Additional During Total
Paid-in Development Stockholder's
Shares Amount Capital Stage Deficit
------------ ------------ --------------- ---------------- -----------------
Net loss - $ - $ - $ (32,091) $ (32,091)
------------ ------------ --------------- ---------------- -----------------
Balance, December 31, 2002 - - - (32,091) (32,091)
------------ ------------ --------------- ---------------- -----------------
Contributed rent, 2003 - - 10,000 - 10,000
Net loss - - - (75,682) (75,682)
------------ ------------ --------------- ---------------- -----------------
Balance, December 31, 2003 - - 10,000 (107,773) (97,773)
------------ ------------ --------------- ---------------- -----------------
January 2004
Founders shares
$0.004 per share 2,250,000 10,000 - - 10,000
January 2004
$0.009 per share 562,500 5,000 - - 5,000
February 2004
Private Placement
$0.04 per share
less $10,180 offering
costs 966,375 32,770 - - 32,770
February 2004
$0.009 per share 225,000 2,000 - - 2,000
Contributed rent, 2004 - - 15,000 - 15,000
Net loss - - - (68,959) (68,959)
------------ ------------ --------------- ---------------- -----------------
Balance, December 31, 2004 4,003,875 49,770 25,000 (176,732) (101,962)
------------ ------------ --------------- ---------------- -----------------
September 2005
Private Placement
$0.11 per share less
$4,790 offering
costs 263,250 24,460 - - 24,460
Contributed rent, 2005 - - 15,000 - 15,000
Net loss - - - (42,752) (42,752)
------------ ------------ --------------- ---------------- -----------------
Balance, December 31, 2005 4,267,125 74,230 40,000 (219,484) (105,254)
------------ ------------ --------------- ---------------- -----------------
4
Kranem Corporation
(dba Learningwire.com)
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S DEFICIT (Continued)
(Unaudited)
Deficit
Accumulated
Common Stock Additional During Total
--------------------- Paid-In Development Stockholders
Shares Amount Capital Stage Deficit
--------- ------- ------- ----- -------
Donated capital, 2006 - - 6,790 - 6,790
Contributed rent, 2006 - - 15,000 - 15,000
Net loss - - - (35,022) (35,022)
--------- ------- -------- ---------- ----------
Balance, December 31, 2006 4,267,125 74,230 61,790 (254,506) (118,486)
--------- ------- -------- ---------- ----------
Donated capital, 2007 - - 18,600 - 18,600
Contributed rent, 2007 - - 15,000 - 15,000
Net loss - - - (39,028) (39,028)
--------- ------- -------- ---------- ----------
Balance, December 31, 2007 4,267,125 74,230 95,390 (293,534) (123,914)
--------- ------- -------- ---------- ----------
Donated capital, 2008 - - 15,150 - 15,150
Contributed rent, 2008 - - 15,000 - 15,000
Net loss - - - (30,826) (30,826)
--------- ------- -------- ---------- ----------
Balance, December 31, 2008 4,267,125 74,230 125,540 (324,360) (124,590)
--------- ------- -------- ---------- ----------
Donated capital, 2009 - - 7,170 - 7,170
Contributed rent, 2009 - - 15,000 - 15,000
Net loss - - - (25,672) (25,672)
--------- ------- -------- ---------- ----------
Balance, December 31, 2009 4,267,125 $74,230 $147,710 $(350,032) $(128,092)
========= ======= ======== ========== ==========
Donated capital, 2010 - - 13,500 - 13,500
Net loss - - - (9,557) (9,557)
--------- ------- -------- ---------- ----------
Balance, December 31, 2010 4,267,125 $74,230 $161,210 $(359,589) $(124,149)
========= ======= ======== ========== ==========
Donated capital, 2010 - - 4,000 - 4,000
Net loss - - - (4,030) (4,030)
--------- ------- -------- ---------- ----------
Balance, December 31, 2010 4,267,125 $74,230 $165,210 $(363,619) $(124,179)
========= ======= ======== ========== ==========
The accompanying notes are an integral part of these financial
statements
5
Kranem Corporation
(dba Learningwire.com)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the three months ended Inception
March 31, (April 18, 2002)
-------------------------- to
2011 2010 March 31, 2011
------------ ----------- --------------
Operating activities
Net loss $ (4,030) $ (1,000) $ (363,619)
Adjustments to reconcile net loss to
net cash used by operating
activities:
Depreciation - - 18,505
Contributed rent - - 100,000
Changes in operating assets and
liabilities:
Increase/(decrease) in accounts
payable and accrued expenses - 200 11,692
------------ ----------- --------------
Net cash used by operating activities (4,030) (800) (233,422)
------------ ----------- --------------
Investing activities
Purchase of fixed assets - - (18,505)
------------ ----------- --------------
Net cash used by investing activities
- - (18,505)
------------ ----------- --------------
Financing activities
Donated capital 4,000 800 65,210
Issuances of common stock - - 89,200
Payments for offering costs - - (14,970)
Increase in notes payable-
related party - - 119,850
Repayment of notes payable-
related party - - (7,250)
------------ ----------- --------------
Net cash provided by financing activities 4,000 800 252,040
------------ ----------- --------------
Net increase/ (decrease) in cash (30) - 113
Cash - beginning 143 - -
------------ ----------- --------------
Cash - ending $ 113 $ - $ 113
============ =========== ==============
Supplemental disclosures:
Interest paid $ - $ - $ -
============ =========== ==============
Income taxes paid $ - $ - $ -
============ =========== ==============
The accompanying notes are an integral part of these financial
statements
6
Kranem Corporation
(dba Learningwire.com)
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
Note 1 - Basis of presentation
The interim financial statements included herein, presented in accordance with
United States generally accepted accounting principles and stated in US dollars,
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
interim financial statements be read in conjunction with the audited financial
statements of the Company for the period ended December 31, 2010 and notes
thereto included in the Company's annual report on Form 10-K. The Company
follows the same accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual
results.
Note 2 - History and organization of the company
The Company was organized April 18, 2002 (Date of Inception) under the laws of
the State of StateplaceColorado, as Kranem Corporation. The Company operates
under its trade name, "Learningwire.com," which is registered with the State of
StateplaceColorado. The Company is authorized to issue up to 50,000,000 shares
of its common stock with no par value and up to 10,000,000 shares of preferred
stock with no par value.
The Company previously offered high-quality, office and office supply products
to businesses, educational institutions, government agencies and individuals
through its website, www.learningwire.com. The website enabled customers to
research products, purchase products online, track orders and receive
administrative support. The Company has ceased its on-line operations and
currently has no revenue-producing activities. The Company's current business
plan is to evaluate, structure and complete a merger with, or acquisition of, a
privately owned corporation.
The Company has limited operations and in accordance with FASB ASC 915-10,
"Development Stage Entities," the Company is considered a development stage
company.
Note 3 - Going concern
The Company's financial statements are prepared using generally accepted
accounting principles in the country-regionplaceUnited States of America
applicable to a going concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. The Company's
ability to continue as a going concern is dependent upon its ability to
consummate a merger or acquisition, generate sufficient cash flow to meet
obligations on a timely basis, and ultimately to attain profitability. The
Company has obtained working capital through equity offerings and management
plans to obtain additional funding through equity or debt financings in the
future. The Company's president and shareholders have also funded the Company's
operations with working capital advances and capital contributions; however, no
directors, officers or shareholders have committed to fund the Company's
operations or to make loans or other financing arrangements available to the
Company. There is no assurance that the Company will be
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Kranem Corporation
(dba Learningwire.com)
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
Note 3 - Going concern (Cont'd)
successful in its efforts to raise additional working capital or achieve
profitable operations. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. These financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts, or amounts
and classification of liabilities that might result from this uncertainty.
Note 4 - Accounting policies and procedures
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 of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Loss per share
Net loss per share is provided in accordance with FASB ASC 260-10, "Earnings per
Share". Basic loss per share is computed by dividing losses available to common
stockholders by the weighted average number of common shares outstanding during
the period. Diluted income (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. The
Company had no dilutive common stock equivalents, such as stock options or
warrants as of March 31, 2011.
Recent Accounting Pronouncements
The Company has evaluated the recent accounting pronouncements through ASU
2011-01 and believes that none of them will have a material effect on the
Company's financial statements.
Note 5 - Stockholders' equity
The Company is authorized to issue 50,000,000 shares of its common stock, with
no par value, and up to 10,000,000 shares of its preferred stock, with no par
value.
Through the year ended December 31, 2010, two non-affiliates of the Company
contributed capital in the amount of $13,500. The entire amount was donated, is
not expected to be repaid and is considered to be additional paid-in capital.
Through the three months ended March 31, 2011, one non-affiliated person of the
Company contributed capital in the amount of $4,000. The entire amount was
donated, is not expected to be repaid and is considered to be additional paid-in
capital.
8
Kranem Corporation
(dba Learningwire.com)
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
Note 5 - Stockholders' equity (Cont'd)
As of March 31, 2011, there have been no other issuances of common stock.
Note 6 - Warrants and options
As of March 31, 2011, there were no warrants or options outstanding to acquire
any additional shares of common stock.
Note 7 - Related party transactions
Through the year ended December 31, 2010, two non-affiliates of the Company
contributed capital in the amount of $13,500. The entire amount was donated, is
not expected to be repaid and is considered to be additional paid-in capital.
Through the three months ended March 31, 2011, one non-affiliated person of the
Company contributed capital in the amount of $4,000. The entire amount was
donated, is not expected to be repaid and is considered to be additional paid-in
capital.
Since the inception of the Company on April 18, 2002, the Company has borrowed
funds from a shareholder, who is also current President, CEO and director, for
working capital. At the year ended December 31, 2006, the Company was indebted
to this affiliate in the amount of $112,600. There were no additional proceeds
received or payments against the liability during the three months ended March
31, 2011 and 2010. The advances are non-interest bearing and are due on demand.
Note 8 - Subsequent events
On April 15, 2011, the Company filed a Preliminary Proxy Statement with the
Securities and Exchange Commission. The Preliminary Proxy Statement pertains to
a special meeting of stockholders to be held at a date to be determined. At the
special shareholders' meeting, the Company plans to seek approval for a 7-for-1
forward stock split of the Company's common stock. If the action is ratified by
the stockholders, there will be 29,869,875 shares of common stock of the Company
issued and outstanding after the forward stock split.
9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operation
The Company was incorporated in Colorado on April 18, 2002 under the name
Kranem Corporation. The Company operates under its "Learningwire" tradename
which is registered with the Colorado Secretary of State.
Learningwire was formed to sell office and office supply products to
businesses, educational institutions, government agencies and individuals
nationwide through its website www.learningwire.com. Since January 1, 2006
Learningwire has been inactive.
Between its inception in April 2002 and March 31, 2011, Learningwire's
revenues have only been $6,703.
Between its inception in April 2002 and March 31, 2011, Learningwire's
operations used $233,422 in cash and Learningwire purchased $18,505 of
equipment. Capital was provided by the sale of Learningwire's common stock as
well as loans and capital contributions from Learningwire's President.
Learningwire is pursuing other business opportunities, including merger
opportunities with other businesses which may result in a reverse take over of
Learningwire. However, there is no guarantee that Learningwire will be
successful in these endeavors.
As of April 30, 2011 Learningwire did not have any offices or any
employees.
Item 4. Controls and Procedures.
(a) Learningwire maintains a system of controls and procedures designed to
ensure that information required to be disclosed in reports filed or submitted
under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded,
processed, summarized and reported, within time periods specified in the SEC's
rules and forms and to ensure that information required to be disclosed by
Learningwire in the reports that it files or submits under the 1934 Act, is
accumulated and communicated to Learningwire's management, including its
Principal Executive Officer and Principal Financial Officer, as appropriate to
allow timely decisions regarding required disclosure. As of March 31, 2011,
Learningwire's Principal Executive Officer and Principal Financial Officer
evaluated the effectiveness of the design and operation of Learningwire's
disclosure controls and procedures. Based on that evaluation, the Principal
Executive Officer and Principal Financial Officer concluded that Learningwire's
disclosure controls and procedures were effective.
(b) Changes in Internal Controls. There were no changes in Learningwire's
internal control over financial reporting during the quarter ended March 31,
2011, that materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.
10
PART II
Item 6. Exhibits
Exhibits
--------
31.1 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
11
SIGNATURES
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.
KRANEM CORPORATION
d/b/a
LEARNINGWIRE.COM
May 6, 2011 By:/s/ Stephen K. Smith
-------------------------------------
Stephen K. Smith, President and
Principal Executive Officer
May 11, 2011 By: /s/ Michael Grove
-------------------------------------
Michael Grove, Principal
Financial and
Accounting Officer
12
