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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K



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


For the fiscal year ended November 30, 2013


[ ] 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.  333-170091



KOLASCO CORP.
(Exact name of registrant as specified in its charter)


Nevada

(State or Other Jurisdiction of Incorporation or Organization)

4700

(Primary Standard Industrial Classification Number)

EIN 33-1221962

(IRS Employer

Identification Number)


1005-63 Callowhill Dr,

Toronto, ON, M9R 3L6

Canada.

416-249-0434


 (Address and telephone number of principal executive offices)


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


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



1



Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]


Indicate by check mark if the registrant  is not  required  to file  reports  pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]


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 as 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K  is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [X] No [  ]


As of February 27, 2014, the registrant had 108,000,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of February 27, 2014.



2



TABLE OF CONTENTS



 

PART 1

 

ITEM 1

Description of Business

4

ITEM 1A    

Risk Factors

5

ITEM 2   

Description of Property

5

ITEM 3   

Legal Proceedings                                             

5

ITEM 4

Submission of Matters to a Vote of Security Holders           

5

 

PART II

 

ITEM  5   

Market for Common Equity and Related Stockholder Matters      

6

ITEM  6  

Selected Financial Data                                       

6

ITEM  7 

Management's Discussion and Analysis of Financial Condition and Results of Operations

6

ITEM 7A      

Quantitative and Qualitative Disclosures about Market Risk   

8

ITEM 8

Financial Statements and Supplementary Data                  

8

ITEM 9    

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

18

ITEM 9A (T)

Controls and Procedures

18

 

PART III

 

ITEM 10

Directors, Executive Officers, Promoters and Control Persons of the Company

18

ITEM 11

Executive Compensation

19

ITEM 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

20

ITEM 13

Certain Relationships and Related Transactions

20

ITEM 14

Principal Accountant Fees and Services                       

20

 

PART IV

 

ITEM 15

Exhibits

21




3




PART I


Item 1. Description of Business


FORWARD-LOOKING STATEMENTS


This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. 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 statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.


 GENERAL

We were incorporated in the State of Nevada on December 28, 2010. We are in the business of translation and interpretation. The company will undertake translation and interpretation projects for various fields from business, economics, to science issues. All operating projects are customer tailored with four working languages: English, Spanish, Russian, and Ukrainian.

In our translation projects we utilize Human Translation and Machine Translation—computer software translation. Our Machine Translation is performed by special computer translation software: MT PROMT SYSTEM. Our Machine Translation analyzes sentences based on the grammar rules of the language and translates the words and phrases in the context of the original document. We have generated $800 in revenue from operations to date. We have executed an agreement with "Apikosmetic Ltd", developed our business plan and we have purchased MT PROMT SYSTEM PR90PROFEGIGBS 9.0 software. Since inception through November 30, 2013, the Company has accumulated losses of $43,154.


Products/Services

We offer our clients translation and interpretation services in various fields, such as business, economics, marketing, advertising and science issues.  Initially, we will concentrate our services in the following four languages:

Supported Languages:

English to Spanish : Spanish to English

English to Russian : Russian to English

English to Ukrainian : Ukrainian to English

Spanish to Russian: Russian to Spanish

Spanish to Ukrainian: Ukrainian to Spanish

Ukrainian to Russian: Russian to Ukrainian



4



However, if we are presented with a job outside of our language expertise, we plan to outsource it to other translation experts. We have not  yet entered in negotiations, executed written agreements, and have not secured these relationships

As our business expands we are going to add the following languages to our “in-house services”:

English to Italian : Italian to English

English to Portuguese : Portuguese to English

English to German : German to English

English to France : France to English

English to Japanese : Japanese to English

English to Simplified Chinese

English to Traditional Chinese

 

Translation.


In our translation projects we combine Human Translation and Machine Translation.


Human translation will be done initially by our director, Mr. Ogir. As our business expands, we plan to hire additional translation experts. They will be selected based on their knowledge of multiple languages as well as their experience in the translation industry.

 

-

For machine translation we have purchased and will use MT PROMT SYSTEM PR90PROFEGIGBS 9.0 software


PROMT (www.prompt.com) is a provider of automated translation software, with offices in US, Germany and Russia.

Most programs that claim to provide "Machine Translation" are really just performing a word-by-word dictionary lookup and replacement. On the other hand, PROMPT software, according to their website (www.prompt.com), analyzes sentences based on the grammar rules and translates the words and phrases in the context of the original document.

PROMPT has a high level of accuracy and reader comprehension, however, it is not perfect since computers don't yet possess "life knowledge". For example, a computer doesn't know that: "dusting" a field means putting dust on it, while "dusting" a table means taking dust off of it. In a language other than English, the translation for "drive" is probably different depending on whether one is driving a golf ball or a car, and a computer can easily get it wrong. This is why we are backing up machine translation by custom tailored human translation. Human Translation service - or a Human-Edited translation service – is more desirable when accuracy and quality is important.

Machine Translation is instant and is therefore ideal for many purposes where human translation is not available.  Machine Translation is used for rapid, draft-quality translations that provide individuals and professionals with the "gist" of foreign language documents such as 2-way email, web pages and correspondence. A "gisted" translation allows readers to understand the meaning of the original document and determine its relevance to themselves or their business.

2-way Email Translation



5



Many email translation solutions are often restricted to one-way communication.  We are going to act as the translation engine, through which our client emails passes on the way to and from oversea's correspondents.

Interpretation.

We provide the facilitation of dialogue between parties using different languages – interpretation for events such as conferences, workshops, courses and business meetings.  Our service includes Representative Call, Live Interpretation Call and On-Site Interpretation.


Representative Call


Prior to “Representative Call”, our client will leave his/her message in language which has to be translated. We will then translate the message and make the call on behalf of our client in desired language. The client will be contacted immediately after the conclusion of the call with the results of the conversation.


Live Interpretation Call


During Live Interpretation, we will assist during a telephone call of our client and another party. Our interpreter will listen and simultaneously translate the dialogue of each party.

On-Site Interpretation Services

We provide on-site interpretation services for any of the following situations:

Business negotiations

Depositions

Trials

Conferences

Teleconferences

Classroom settings

EMPLOYEES AND EMPLOYMENT AGREEMENTS


At present, we have no employees other than our officer and director.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no personal benefits available to any officers, directors or employees.


Item 1A.  Risk Factors

 

Not applicable to smaller reporting companies.

 


Item 2.  Description of Property


We do not own any real estate or other properties.  


Item 3.  Legal Proceedings

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.




6



Item 4.  Submission of Matters to a Vote of Security Holders


None.


PART II


Item 5. Market for Common Equity and Related Stockholder Matters      


Market Information


There is a limited public market for our common shares.  Our common shares are not quoted on the OTC Bulletin Board at this time.  Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.  We cannot assure you that there will be a market in the future for our common stock.

 

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

 As of November 30, 2013, no shares of our common stock have traded.


Number of Holders


As of November 30, 2013, the 108,000,000 issued and outstanding shares of common stock were held by a total of 26 shareholders of record.


Dividends

 

No cash dividends were paid on our shares of common stock during the fiscal years ended November 30, 2012 and 2013.  We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future. 



Recent Sales of Unregistered Securities


None.


Purchase of our Equity Securities by Officers and Directors


None.


Other Stockholder Matters


None.



Item 6. Selected Financial Data                                       


Not applicable.




7



Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward looking statements.   Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.


RESULTS OF OPERATIONS


We have incurred recurring losses to date. 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. We expect to raise additional capital through, among other things, the sale of equity or debt securities.


FISCAL YEAR ENDED NOVEMBER 30, 2012 COMPARED TO FISCAL YEAR ENDED NOVEMBER 30, 2013.


Our net loss for the fiscal year ended November 30 2013 was $25,711 compared to a net loss of $16,909 during the fiscal year ended November 30, 2012. During fiscal year ended November 30, 2013, the Company has not generated any revenue.


During the fiscal year ended November 30, 2013, we incurred general and administrative expenses of $25,711 compared to general and administrative expenses of $16,909 incurred during fiscal year ended November 30, 2012.  


Expenses incurred during the fiscal year ended November 30, 2013 compared to fiscal year ended November 30, 2012 increased primarily due to the increased scale and scope of business operations.  General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.


The weighted average number of shares outstanding was 108,000,000 for the fiscal year ended November 30, 2013 compared to 108,000,000 for the fiscal year ended November 30, 2012.


Expenses incurred during fiscal year ended November 30, 2013 compared to fiscal year ended November 30, 2012 increased primarily due to the increased scale and scope of business  operations.  General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.



LIQUIDITY AND CAPITAL RESOURCES


FISCAL YEAR ENDED NOVEMBER 30, 2013


As of November 30, 2013, our total assets were $6,734 comprised of cash of $6,474 and furniture and equipment of $260 and our total liabilities were $27,888 comprised of notes payable to related parties.




8



As of November 30, 2012, our total assets were $5,530 comprised of cash and cash equivalents of $4,930 and furniture and equipment of $600. Liabilities consisted of loans from director of $27,888 and 973 for the years ended November 30, 2013 and 2012, respectively. Stockholders’ equity decreased from $4,557 as of November 30, 2012 to ($21,154) as of November 30, 2013.  


Cash Flows from Operating Activities


We have not generated positive cash flows from operating activities. For the fiscal year ended November 30, 2013, net cash flows used in operating activities was ($25,371) consisting of a net loss of ($25,711) and depreciation of $340. For the fiscal year ended November 30, 2012, net cash flows used in operating activities was ($16,484) consisting of a net loss of ($16,909) and depreciation of $425.    


Cash Flows from Financing Activities


We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended November 30, 2013, net cash from financing activities was $26,915 consisting of loan from a director.  For the fiscal year ended November 30, 2012, net cash from financing activities was $0.



PLAN OF OPERATION AND FUNDING


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


Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.



MATERIAL COMMITMENTS


As of the date of this Annual Report, we do not have any material commitments.


PURCHASE OF SIGNIFICANT EQUIPMENT


We do not intend to purchase any significant equipment during the next twelve months.


OFF-BALANCE SHEET ARRANGEMENTS




9



As of the date of this Annual 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.


GOING CONCERN


The independent auditors' report accompanying our November 30, 2013 and November 30, 2012 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.


Item 7A. Quantitative and Qualitative Disclosures about Market Risk   


Not applicable to smaller reporting companies.


Item 8. Financial Statements and Supplementary Data                  




10



INDEX TO FINANCIAL STATEMENTS

KOLASCO CORP.

 (A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS


 

 

Page

Report of Independent Registered Public Accounting Firm

 

12

 

 

 

Balance Sheets as of November 30, 2013 and 2012

 

F-1

 

 

 

Statements of Operations for the year ended November 30, 2013 and 2012 and from December 28, 2010 (Inception) through November 30, 2013

 

F-2

 

 

 

Statements of Stockholders’ Equity from December 28, 2010 (Inception) through November 30, 2013

 

F-3

 

 

 

Statements of Cash Flows for the year ended November 30, 2013 and 2012 and from December 28, 2010 (Inception) through November 30, 2013

 

F-4

 

 

 

Notes to Financial Statements

 

F-5











11



[kolasco10k2013rev22714002.gif]




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders Kolasco Corp.

We have audited the accompanying balance sheet of Kolasco Corp. as of  November 30, 2013 and 2012 and the related statements of operations, stockholders’ equity, and cash flows for the years ended November 30, 2013 and 2012 and for the period December 28, 2010 (inception) through November 30, 2013. Kolasco Corp’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. .

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Kolasco Corp. as of November 30, 2013 and 2012, and the results of its operations and its cash flows for years ended November 30, 2013 and 2012 and the period December 28, 2010 (inception) through November 30, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had accumulated deficit of $43,154 as of November 30, 2013, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ KLJ & Associates, LLP


KLJ & Associates, LLP

Schaumburg, Illinois

February 27, 2014

 









1660 Highway 100 South Suite 500

St. Louis Park, MN 55416

630.277.2330





12









KOLASCO CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

ASSETS

 

November 30, 2013

 

 

November 30, 2012

 

 

 


 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

$

6,474 

 

 

4,930 

 

 

 

 

 

 

 

 

Total Current Assets

 

6,474 

 

 

4,930 

 

 

 

 

 

 

 

 

Fixed Assets

 

 

 

 

 

 

Furniture and Equipment

 

260 

 

 

600 

 

Total Fixed Assets

 

260 

 

 

600 

 

 

 

 

 

 

 

 

Total Assets

$

6,734 

 

 

5,530 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Notes Payable – Related Party

$

27,888 

 

 

973 

 

 

 

 

 

 

 

 

Total Liabilities

 

27,888 

 

 

973 

 

 

 

 

 

 

 

 

Stockholders’ Equity (Deficit)

 

 

 

 

 

 

Common Stock, $0.001 par value, 200,000,000 shares authorized; 108,000,000 shares issued and outstanding

 

3,600 

 

 

3,600 

 

Additional paid-in capital

 

18,400 

 

 

18,400 

 

Deficit accumulated during the development stage

 

(43,154)

 

 

(17,443)

 

 

 

 

 

 

 

 

Total Stockholders’ Equity (Deficit)

 

(21,154)

 

 

4,557 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity (Deficit)

$

6,734 

 

 

5,530 

 

 

 


 

 


 

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



F-1








KOLASCO CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE PERIODS YEARD ENDED NOVEMBER 30, 2013 AND 2012 AND

FROM DECEMBER 28, 2010 (INCEPTION) THROUGH NOVEMBER 30, 2013

 

 

Year ended November 30, 2013

 

Year ended

November 30, 2012

 

 

Period from December 28, 2010 (Inception) to November 30, 2013

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

800 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

General and Administrative

 

 

25,711 

 

 

16,909 

 

 

43,954 

 

TOTAL OPERATING EXPENSES

 

 

25,711 

 

 

16,909 

 

 

43,954 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(25,711)

 

 

(16,909)

 

 

(43,154)

 

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(25,711)

 

 

(16,909)

 

 

(43,154)

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

 

$

(0.00)

 

 

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 

 

108,000,000 

 

 

108,000,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 




F-2








KOLASCO CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FROM DECEMBER 28, 2010 (INCEPTION) TO NOVEMBER 30, 2013

 

Common Stock

      Shares             Amount

 

 

Additional Paid-In Capital

 

 

Deficit Accumulated during the Development Stage

 

 

Total Stockholders’ Equity (Deficit)

 


 


 

 


 

 


 

 


Inception, December 28, 2010

-

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Founders’ shares issued for cash at $0.001 per share

60,000,000

 

2,000

 

 

-

 

 

 

 

2,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash at $0.01 per share

48,000,000

 

1,600

 

 

18,400

 

 

 

 

20,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net  loss for the period ended November 30, 2011

-

 

-

 

 

-

 

 

(534)

 

 

(534)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance November 30, 2011

108,000,00

 

3,6000

 

 

18,400

 

 

(534)

 

 

21,466 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

November 30, 2012

-

 

-

 

 

-

 

 

(16,909)

 

 

(16,909)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, November 30, 2012

108,000,00

 

3,600

 

 

18,400

 

 

(17,443)

 

 

4,557 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

November 30, 2013

-

 

-

 

 

-

 

 

(25,711)

 

 

(25,711)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, November 30, 2013

108,000,00

 

3,600

 

 

18,400

 

 

(43,154)

 

 

      (21,154)

 


 


 

 


 

 


 

 


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



F-3









KOLASCO CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

YEAR ENDED NOVEMBER 30, 2013 AND 2012

AND FROM DECEMBER 28, 2010 (INCEPTION)

THROUGH NOVEMBER 30, 2013

 

 

Year ended November 30, 2013

 

 

Year ended November 30, 2012

 

 

Period from December 28, 2010 (inception) through November 30, 2013

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net loss

$

(25,711)

 

 

(16,909)

 

 

(43,154)

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

Depreciation expense

 

340 

 

 

425 

 

 

765 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

Increase (decrease) in accrued expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

(25,371)

 

 

(16,484)

 

 

(42,389)

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Purchase of furniture and equipment

 

 

 

 

 

(1,025)

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

 

 

 

(1,025)

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

 

 

 

 

22,000 

 

Proceeds from notes payable – related party

 

26,915 

 

 

 

 

27,888 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

26,915 

 

 

 

 

49,888 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

1,544 

 

 

(16,484)

 

 

6,474 

 

 

 

 

 

 

 

 

 

 

 

Cash, beginning of the period

 

4,930 

 

 

21,414 

 

 

 

Cash, end of the period

$

6,474 

 

 

4,930 

 

 

6,474 

 


 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

          Interest

$

-

 

$

-

 

$

-

 

          Income Taxes

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

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



F-4



KOLASCO CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS



NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS


Kolasco Corp. (the "Company" or “Kolasco”) was incorporated under the laws of the State of Nevada on December 28, 2010.   The Company performs translation and interpretation services for clients from various fields ranging from business, economics, and science fields. All operating projects are customer tailored with four working languages: English, Spanish, Russian, and Ukrainian.  

  

NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES


Development Stage Company


The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies under ASC 915. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.


Basis of Presentation


The Company’s financial statements are prepared using the accrual basis of accounting in accordance with generally accepted accounting principles in the United States.  The Company has elected a November 30 fiscal year end.

 

Cash and Cash Equivalents


The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $6,464 and $4,930 of cash as of November 30, 2013 and 2012, respectively.


Property and Equipment


Property and equipment is recorded at cost less accumulated depreciation.  Depreciation and amortization is calculated using the straight-line method over the expected useful life of the asset, after the asset is placed in service. The Company generally uses the following depreciable lives for its major classifications of property and equipment:


Assets

 

Estimated Useful Life

                       Software

 

3 Years


Valuation of Long-Lived Assets

Long-lived tangible assets and definite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses an estimate of undiscounted future net cash flows of the assets over the remaining useful lives in determining whether the carrying value of the assets is recoverable. If the carrying values of the assets exceed the expected future cash flows of the assets, the Company recognizes an impairment loss equal to the difference between the carrying values of the assets and their estimated fair values. Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent from other groups of assets. The evaluation of long-lived assets requires the Company to use estimates of future cash flows. However, actual cash flows may differ from the estimated future cash flows used in these impairment tests. As of November 30, 2013 and 2012, management does not believe any of the Company’s long-lived assets were impaired.


Fair Value of Financial Instruments

In accordance with ASC 820, the Company’s financial instruments consist of cash and cash equivalents and amounts due to related parties. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.


Income Taxes


The Company accounts for income taxes under the asset/liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The charge for taxation is based on the results



F-5



KOLASCO CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS



for the year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.


In July, 2006, the FASB issued ASC 740, “Accounting for Uncertainty in Income Taxes”, which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a return. ASC 740 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties.  Under this pronouncement, the Company recognizes the financial statement benefit of a tax position only after determining that a position would more likely than not be sustained based upon its technical merit if challenged by the relevant taxing authority and taken by management to the court of the last resort. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the relevant tax authority. ASC 740 became effective for the Company as of July 1, 2008 and had no material impact on the Company’s financial statements.


The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties on unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest and penalties since its inception.


The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2013 and 2012 remain open for federal and/or state tax jurisdictions. The Company is currently not under examination by any other tax jurisdictions for any tax years.


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.

 

Revenue Recognition


The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.


Stock-Based Compensation


Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.


Basic Income (Loss) Per Share


Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of November 30, 2013 and 2012.


Comprehensive Income

The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances.  When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity.  Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.


Recent Accounting Pronouncements



F-6



KOLASCO CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS




The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.


NOTE 3 – GOING CONCERN


The Company's financial statements are prepared using accounting principles generally accepted in the United 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 has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.


In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing mergers with existing operating companies.  However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.


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.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

  

NOTE 4 – NOTES PAYABLE - RELATED PARTY


The loan is unsecured, non-interest bearing and due on demand. The balance due to the shareholder was $27,888 as of November 30, 2013 and $973 as of November 30, 2012.


NOTE 5 – COMMON STOCK



On April 20, 2011, the Company issued 2,000,000 shares (60,000,000 post split shares) of common stock to the Company’s founder for cash proceeds of $2,000 at $0.001 per share.  


On August 20, 2011, the Company issued 1,200,000 shares (36,000,000 post split shares) of common stock for cash proceeds of $12,000 at $0.01 per share.


On November 30, 2011, the Company issued 400,000 shares  (12,000,000 post split shares) shares of common stock for cash proceeds of $8,000 at $0.02 per share.


On October 2, 2013 the Company received approval from FINRA to affect a thirty-to-one forward split. The statement of stockholders equity has been updated to reflect this change since inception.


The Company has 200,000,000, $0.001 par value shares of common stock authorized. There were 108,000,000 shares (post split) of common stock issued and outstanding as of November 30, 2013 and 2012.



NOTE 6 – COMMITMENTS AND CONTINGENCIES


The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.


NOTE 7 – INCOME TAXES



F-7



KOLASCO CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS




As of November 30, 2013, the Company had net operating loss carry forwards of approximately $43,414 that may be available to reduce future years’ taxable income in varying amounts through 2032. 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.


The provision for Federal income tax consists of the following:


 

 

2013

 

 

2012

Federal income tax benefit attributable to:

 

 

 

 

 

Current Operations

$

25,711



16,609

Less: valuation allowance

 

(25,711)



(16,609)

Net provision for Federal income taxes

$

-



-


The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:


 

 

2013

 

 

2012

Deferred tax asset attributable to:

 

 

 

 

 

Net operating loss carryover

$

8,742



5,647

Less: valuation allowance

 

(8,742)



(5,647)

Net deferred tax asset

$

-



-


Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $43,414 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.


NOTE 8 – SUBSEQUENT EVENTS


In accordance with ASC 855, the Company has analyzed its operations subsequent to November 30, 2013 through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.




F-8





Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure


None.


Item 9A(T). Controls and Procedures


Management’s Report on Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of November 30, 2013 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").


A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of November 30, 2013, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

1.

We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.


2.

We did not maintain appropriate cash controls – As of November 30, 2013, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.


3.

We did not implement appropriate information technology controls – As at November 30, 2013, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.


Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.


As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of November 30, 2013 based on criteria established in Internal Control—Integrated Framework issued by COSO.





13






Changes in Internal Control over Financial Reporting


There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of November 30, 2013, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.



PART III


Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company


DIRECTORS AND EXECUTIVE OFFICERS


 

The name, address and position of our present officers and directors are set forth below:


Name and Address of Executive

   Officer and/or Director

 

Age

 

Position

 

 

 

 

 

Mykola Ogir

1005-63 Callowhill Dr.

Toronto, ON, M9R 3L6

Canada

 

60

 

President, Chief Executive Officer, Secretary, Chief Financial Officer and Chief Accounting Officer

Oksana Oleksenko

 

36

 

Treasurer

1005-63 Callowhill Dr.

Toronto, ON, M9R 3L6

Canada

 

 

 

 

 

 

 

 

 








Biographical Information and Background of officer and director


Since the very inception on December  28, 2010, Mykola Ogir. has been our President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer. Mr. Ogir resigned as our Treasurer on July 23, 2012.  He was chosen for this position in part because of his multilingual work experience. His previous practical work and background were closely connected with provision of translation and interpretation services.



14





Since 2006 to present Mr. Ogir has been working for Canadian Immigration Holding Centre as immigration security officer.  His duties include escorting and attending detainees and interpretations for courts, refugees, and police emergency needs.  

From 2004 to 2006 Mr. Ogir worked in capacity of translator and/or interpreter in Toronto - located Domar and Tours Ltd., preparing papers, developing contacts and tours for Spanish, Polish, Ukrainian, Russian, Italian, Portuguese speaking communities.

Mr. Ogir is Ukrainian and Russian native speaker and holds Bachelor's and Master's degree in foreign languages. In 1977 he graduated from permanent guide-interpreters courses under the Council Of Ministers of the USSR on Spanish and English Programs. In 1981 he graduated from People's University of Technical Progress in Kiev, Ukraine. Faculty: Scientific and Technical Translation.

Department: English, Spanish, Russian and Ukrainian Translation.


Effective July 23, 2012, Mykola Ogir resigned as treasurer of the Company. As such, we have appointed Oksana Oleksenko as treasurer to the Company.


In 2000 Oksana Oleksenko graduated with Bachelor’s degree from Topographical Collage, Kiev, Ukraine and in 2005 she graduated with Master’s degree from University of Management and Information, Kiev, Ukraine.

From 2005 to present she has been working as an Engineer to Maksimus Construction Inc in Kiev, Ukraine.



AUDIT COMMITTEE

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.


SIGNIFICANT EMPLOYEES

 

We have no employees other than our Treasurer, Oksana Oleksenko, and a sole director, Mykola Ogir; each of them currently devotes approximately twenty hours per week to company matters. We intend to hire employees on an as needed basis.




Item 11. Executive Compensation


The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary and all other executive officers (collectively, the “Named Executive Officers”) from inception on December 28, 2010 until November 30, 2013.



SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary (US$)

Bonus (US$)

Stock Awards (US$)

Option Awards (US$)

Non-Equity Incentive Plan Compensation (US$)

Nonqualified Deferred Compensation Earnings (US$)

All Other Compensation (US$)

Total (US$)

Mykola Ogir

2012

0

0

0

0

0

0

0

0

President

2013

0

0

0

0

0

0

0

0

Oksana Oleksenko

2012

0

0

0

0

0

0

0

0

Treasurer

2013

0

0

0

0

0

0

0

0




There are no current employment agreements between the company and its sole officer. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.


CHANGE OF CONTROL


As of November 30, 2013, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


The following table provides certain information regarding the ownership of our common stock, as of November 30, 2013 and as of the date of the filing of this annual report by:

 

 

 

each of our executive officers;

 

 

each director;

 

 

each person known to us to own more than 5% of our outstanding common stock; and

 

 

all of our executive officers and directors and as a group.








Title of Class

 

Name and Address of

Beneficial Owner

 

Amount and Nature of 

Beneficial Ownership

 

Percentage

 

 

 

 

 

 

 

 

 

Common Stock

 

Mykola Ogir

1005-63 Callowhill Dr.

Toronto, ON, M9R 3L6

Canada


Oksana Oleksenko

1005-63 Callowhill Dr.

Toronto, ON, M9R 3L6

Canada

 

60,000,000 shares of common stock (director)






2,400,000 shares of common stock

(executive officer)

 

 

55,6%







2,2%



The percent of class is based on 108,000,000 shares of common stock issued and outstanding as of the date of this annual report.



Item 13. Certain Relationships and Related Transactions


During the year ended November 30, 2013, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.


Item 14. Principal Accountant Fees and Services 


During fiscal year ended November 30 2013, we incurred approximately $5,500 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the reviews of our financial statements for the quarters ended November 30, 2011, February 28, 2012, and May 31, 2012.


.

Item 15. Exhibits


The following exhibits are filed as part of this Annual Report.



Exhibits:


31.1

Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act


31.2   

Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act


32.1   

Certification   of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act







17






SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

                KOLASCO CORP.

 

Dated: February 27, 2014

By: /s/ Mykola Ogir  

 

Mykola Ogir, President and Chief Executive Officer and Chief Financial Officer


                                       

     

                    







          




18