10-Q 1 kollagen10q11302015.htm
 

 

UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly Report under Section 13 or 15 (d) of
Securities Exchange Act of 1934

For the quarterly period ended November 30, 2015

Commission File Number 000-54667

KOLLAGENX CORP.
(Exact name of small business issuer as specified in its charter)

INTEGRATED ELECTRIC SYSTEMS CORP.
 (Former Name of small business issuer)
 
NEVADA
 20-8624019
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)

13949 Ramona Ave.
Chino Ca 91710
 (Address of Principal Executive Offices & Zip Code)
 
(800) 641-8004
(Telephone Number)

Registered Agents of Nevada, Inc.
711 S Carson St. Ste. 4
Carson, NV 89701
(775) 882-4641
(Name, Address and Telephone Number of Agent for Service)

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 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  [ X ]                                           No  [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  [   ]                                             No  [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer [   ]                                            Accelerated Filer [   ]
Non-accelerated filer   [   ]                                           Smaller reporting company [X]
(Do not check if smaller reporting company)

There were 52,000,000 shares of Common Stock outstanding as of January 22, 2016.
 
 



 
KOLLAGENX CORP.
 
TABLE OF CONTENTS



 
 
 
Page No.
 
Part I
 
 
 
 
 
 
Item 1.
Unaudited Condensed Consolidated Financial Statements
 
   4
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 17
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
 
 19
Item 4.
Controls and Procedures
 
 19
 
 
 
 
 
Part II
 
 
 
 
 
 
Item 1.
Legal Proceedings
 
 20
Item 1A.
Risk Factors
 
 20
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 
 20
Item 3.
Defaults Upon Senior Securities
 
 20
Item 4.
Mine Safety Disclosures
 
 21
Item 5.
Other Information
 
 21
Item 6
Exhibits
 
 21
 
 
 
 
Signatures
 
 22


- 2 -





Item 1. Financial Statements.
 




The following interim unaudited financial statements of KollagenX Corp. (the "Company") for the nine month period ended November 30, 2015 are included with this Quarterly Report on Form 10-Q:
 
(a)
Unaudited Condensed Consolidated Balance Sheets as at November 30, 2015 and February 28, 2015.
 
 
(b)
Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended November 30, 2015 and 2014.
 
 
(c)
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended November 30, 2015 and 2014.
 
 
(d)
Notes to Unaudited Condensed Consolidated Financial Statements.




 

 

- 3 -

 
 
 
 
KollagenX Corp
Condensed Consolidated Balance Sheets
(Unaudited)
 
   
November 30,
   
February 28,
 
   
2015
   
2015
 
Assets
       
Current assets
       
Cash and cash equivalents
 
$
33,184
   
$
145
 
Accounts receivable - net
   
4,922
     
29,987
 
Inventory
   
51,666
     
68,043
 
Advance to vendors
   
103,457
     
6,600
 
Prepaid expenses and other current assets
   
67,440
     
130,385
 
                 
Total current assets
   
260,669
     
235,160
 
                 
Property and equipment
               
Equipment
   
19,581
     
18,781
 
Computer equipment
   
13,904
     
13,904
 
     
33,485
     
32,685
 
Less: accumulated depreciation
   
(31,612
)
   
(31,226
)
Property and equipment, net
   
1,873
     
1,459
 
                 
Total assets
 
$
262,542
   
$
236,619
 
                 
Liabilities and Stockholders' Deficit
               
Current liabilities
               
Accounts payable and accrued expenses
 
$
117,510
   
$
59,676
 
Loans payable
   
153,135
     
165,624
 
Notes payable
   
166,983
     
164,334
 
Related party payable
   
432,197
     
186,741
 
Derivative liabilities
   
201,316
     
-
 
Convertible notes payable, net
   
343,692
     
251,537
 
Total current liabilities
   
1,414,833
     
827,912
 
                 
Stockholders' deficit
               
Common stock, $0.001 par value, 750,000,000 shares authorized;
         
  52,000,000 shares issued and outstanding as of November 30
         
  and 54,000,000 as of February 28, 2015, respectively
   
52,000
     
54,000
 
Additional paid in capital
   
(179,873
)
   
(181,873
)
Accumulated deficit
   
(1,024,416
)
   
(463,420
)
Total stockholders' deficit
   
(1,152,289
)
   
(591,293
)
                 
Total liabilities and stockholders' deficit
 
$
262,542
   
$
236,619
 
 
 
 
See accompanying notes to unaudited condensed consolidated financial statements




- 4 -

 
 
 
 
KollagenX Corp
Condensed Consolidated Statements of Operations
(Unaudited)
 
     
For the three months ended
   
For the nine months ended
 
     
November 30,
   
November 30,
 
   
2015
   
2014
   
2015
   
2014
 
                 
Revenues, net
 
$
27,475
   
$
94,638
   
$
162,885
   
$
221,836
 
                                 
Cost of sales
                               
Purchases
   
5,909
     
28,452
     
43,653
     
57,096
 
Freight
   
-
     
-
     
1,448
     
3,156
 
 Total cost of sales
   
5,909
     
28,452
     
45,101
     
60,252
 
                                 
 Gross profit
   
21,566
     
66,186
     
117,784
     
161,584
 
Operating expenses
                               
Consulting
   
70,803
     
41,556
     
70,803
     
41,556
 
General and administrative
   
31,952
     
99,249
     
223,817
     
138,070
 
Management salaries
   
48,000
     
23,700
     
111,000
     
51,000
 
Trade shows
   
4,394
     
18,876
     
65,409
     
67,430
 
Wages
   
12,000
     
18,016
     
36,420
     
35,659
 
Total operating expenses
   
167,149
     
201,397
     
507,449
     
333,715
 
                                 
Loss from operations
   
(145,583
)
   
(135,211
)
   
(389,664
)
   
(172,131
)
Other expenses (income)
                               
Derivative expense
   
-
     
-
     
105,739
     
-
 
Amortization of debt discount
   
68,395
     
-
     
92,155
     
-
 
Change in fair market value of derivative liability
   
(20,669
)
   
-
     
(69,423
)
   
-
 
Interest
   
15,468
     
1,420
     
42,861
     
3,588
 
Total other expenses
   
63,194
     
1,420
     
171,332
     
3,588
 
Net loss
   
(208,777
)
   
(136,631
)
   
(560,997
)
   
(175,719
)
                                 
Loss per common share - basic and diluted
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.01
)
 
$
(0.00
)
                                 
Weighted average common shares
                               
outstanding - basic and diluted
   
52,000,000
     
54,000,000
     
53,010,909
     
54,000,000
 
 
 
 
See accompanying notes to unaudited condensed consolidated financial statements
 
- 5 -

 
 
 
 
 
KollagenX, Corp.
 
Condensed Consolidated Statements of Cash Flow
 
(Unaudited)
 
 
      
For the nine months ended
 
      
November 30,
 
   
2015
   
2014
 
Cash flows from operating activities:
       
Net loss
 
$
(560,996
)
 
$
(148,528
)
Adjustments to reconcile net loss to net
               
cash used in operating activities:
               
Depreciation
   
386
     
-
 
Derivative expense
   
105,739
     
-
 
Amortization of debt discount
   
92,155
     
-
 
Change in fair market value of derivative liability
   
(69,423
)
   
-
 
Amortization of prepaid consulting fees
   
60,003
     
15,556
 
Changes in operating assets and liabilities:
               
Decrease in prepaid expenses
     2,942       -  
Decrease in inventory
   
16,377
     
12,259
 
Decrease (increase) in accounts receivable
   
25,065
     
(15,499
)
Increase in advances to vendors
   
(96,857
)
   
(6,600
Decrease (increase) in prepaid expense
   
-
     
(160,000
)
Increase (decrease) in accounts payable and accrued liabilities
   
57,832
     
24,116
 
Net cash used in operating activities
   
(366,777
)
   
(278,696
)
Cash flows from investing activities:
               
Net assets acquired from acquisition
   
-
     
(140,873
)
Property and equipment acquisitions
   
(800
)
   
-
 
Cash used in investing activities
   
(800
)
   
(140,873
)
Cash flows from financing activities:
               
Proceeds derived from the sale of convertible notes payable
   
165,000
     
-
 
Funds derived (used) from increase (decrease)  in notes payable
   
2,649
     
302,537
 
Repayment (proceeds) of loan payables
   
(12,489
)
   
65,711
 
Proceeds from (repayment) related party payable
   
245,456
     
47,695
 
Net cash provided by financing activities
   
400,616
     
415,943
 
                 
Net increase in cash and cash equivalents
   
33,039
     
(3,626
)
Cash and cash equivalents, beginning of period
   
145
     
4,905
 
Cash and cash equivalents, end of period
 
$
33,184
   
$
1,279
 
                 
Supplemental disclosure of cash flow information:
               
Interest paid
 
$
42,861
   
$
3,588
 
Income taxes paid
 
$
-
   
$
-
 
 
 
 
See accompanying notes to unaudited condensed consolidated financial statements
 
 
 
- 6 -

 
 

 
 
KOLLAGENX CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
As at November 30, 2015
 
 
NOTE 1 - ORGANIZATION AND OPERATIONS
 
KollagenX Corp. (formerly known as Integrated Electric Systems Corp. and previously Raider Ventures, Inc.) was incorporated in the State of Nevada on March 5, 2007 as Northern Minerals, Inc. Our original business was to engage in the acquisition, exploration and development of natural resource properties. On July 17, 2014 our board of directors approved, both, a letter of intent and the preparation of an agreement and plan to acquire 100% of the outstanding common shares of KollagenX, Inc. a California corporation, and to effect a name change from Integrated Electric Systems Corp. to KollagenX Corp., for the sole purpose of expanding the KollagenX, Inc. business plan for the distribution of personal beauty products.

KollagenX, Inc., a California corporation, was incorporated on May 15, 2009 as QWR, Inc. and changed its name to KollagenX Inc. on October 8, 2013.

Articles of Merger to effect the merger between the newly created KollagenX Corp. and Integrated, and to change the name, from Integrated to KollagenX, were filed with and became effective with the Nevada Secretary of State on July 23, 2014. The name change was reviewed by the Financial Industry Regulatory Authority (FINRA) and approved for filing with an effective date of July 30, 2014.

A Share Exchange Agreement, between the newly created KollagenX Corp., KollagenX, Inc. and the shareholders of KollagenX, Inc. became effective August 4, 2014. Pursuant to that Share Exchange Agreement, all of the outstanding shares of KollagenX, Inc., (1,000) were traded for 10,000,000 common shares of KollagenX Corp. Simultaneously, the two shareholders of KollagenX, Inc. were elected as Directors and appointed as President and CEO, of KollagenX Corp. The acquisition of KollagenX, INC. has been recorded as a reverse merger since the shareholders of KollagenX retain the control of the new company.  The historical statements are those of KollagenX Inc. 

KollagenX Corp.'s and KollagenX, Inc.'s respective year ends were March 31 and February 28, respectively.  KollagenX, Corp. has changed its fiscal year end, via Amendments to the Articles of Incorporation in the State of Nevada, to February 28.  Management believes this date, the current fiscal year end date of the Operating Company (KollagenX, Inc.), would be better suited for the company and shareholders alike."


NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

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 condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended February 28, 2015. The Company follows the same accounting policies in preparation of interim reports. Results of operations for the interim periods are not indicative of annual results.  All inter-company transactions have been eliminated on consolidation.

For comparative purposes, prior year's condensed consolidated financial statements have been reclassified to conform to report classifications of the current year.



 
- 7 -




KOLLAGENX CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
As at November 30, 2015
 
 

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Summary of Significant Accounting Policies
 
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.

Cash and cash equivalents

Cash and cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations. The Company maintains its cash in bank deposit accounts which, at times, may exceed federal insured limits. The Company has not experienced any losses in such accounts.

Accounts Receivable

Accounts receivable are carried at their estimated collectible amounts. Accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company's management determines which accounts are past due and if deemed uncollectible, the Company charges off the receivable in the period the determination is made.

Property and Equipment

Property and equipment consists primarily of office equipment and computer equipment, and is recorded at historical cost. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation and amortization of property and equipment are computed on a straight-line basis over the estimated useful lives ranging from 3 to 5 years.

Inventory

Substantially all inventory consists of finished goods and is valued at the lower of cost (first-in, first-out) or market. The determination of whether the carrying amount of inventory requires a write-down is based on a detailed evaluation of inventory relative to any potential slowing moving products or discontinued items as well as the market conditions for the specific inventory items.
 
 
- 8 -


 

 

KOLLAGENX CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
As at November 30, 2015
 
 

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Revenue Recognition

Revenue comprises of product sales at market less any discount afforded to a client or customer, and professional services and products sold.

The Company's revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collect-ability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.
 
We recognize revenue for product sales upon shipment and when title is transferred to the customer.

Terms of our sales generally provide for Shipment from our facilities to customers FOB point of shipment. Title passes to customers at the time the products leave our warehouse.

Professional and consulting services related to the implementation and use of our products, are generally performed on a fixed fee basis under separate service arrangements.


Fair Value of Financial Instruments

The Company applies the provisions of ASC 820-10, "Fair Value Measurements and Disclosures." ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. For certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and short-term debt, the carrying amounts approximate fair value due to their relatively short maturities. The carrying amounts of the long-term debt approximate their fair values based on current interest rates for instruments with similar characteristics.

The three levels of valuation hierarchy are defined as follows:
Level 1:
Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority;
 
Level 2:
Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability;

Level 3:
Valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and are less observable and thus have the lowest priority.
 
 
- 9 -


 

KOLLAGENX CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
As at November 30, 2015


 
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Management analyzes all financial instruments with features of both liabilities and equity under ASC 480, "Distinguishing Liabilities From Equity" and ASC 815, "Derivatives and Hedging." Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. In addition, the fair values of freestanding derivative instruments such as warrant and option derivatives are valued using the Black-Scholes model.
 
Recent Accounting Pronouncements
 
In May 2014, the ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The guidance will become effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently in the process of evaluating the impact of adoption of this ASU on its financial statements.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern(ASU 2014-15). The guidance in ASU 2014-15 sets forth management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management's plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.
 
 
- 10 -

 
 
KOLLAGENX CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
As at November 30, 2015
 
 
 
 
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
 
In February 2015, FASB issued ASU No. 2015-02, (Topic 810): Amendments to the Consolidation Analysis. ASU No. 2015-02 provides amendments to respond to stakeholders' concerns about the current accounting for consolidation of certain legal entities. Stakeholders expressed concerns that GAAP might require a reporting entity to consolidate another legal entity in situations in which the reporting entity's contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity's voting rights, or the reporting entity is not exposed to a majority of the legal entity's economic benefits or obligations. ASU No. 2015-02 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on the Company's results of operations, financial position or disclosures.
 
In April 2015, FASB issued ASU No. 2015-03, (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU No. 2015-03 provides guidance that will require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU No. 2015-03 affects disclosures related to debt issuance costs but does not affect existing recognition and measurement guidance for these items. ASU No. 2015-03 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on the Company's results of operations, financial position or disclosures.

There are no other recent accounting pronouncements that are expected to have a material effect on the Company's financial statements.
 
 

- 11 -



 

KOLLAGENX CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
As at November 30, 2015


NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Earnings (Loss) per Share
 
We utilize FASB ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods of operating loss for which no common share equivalents are included because their effect would be anti-dilutive.

Income Taxes - Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at tax rates expected to be in effect when such assets or liabilities are realized or settled. Deferred income tax assets are reduced by valuation allowances when necessary.

Assessing whether deferred tax assets are realizable requires significant judgment. The Company considers all available positive and negative evidence, including historical operating performance and expectations of future operating performance. The ultimate realization of deferred tax assets is often dependent upon future taxable income and therefore can be uncertain. To the extent the Company believes it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are established against the Company's deferred tax assets, which increase income tax expense in the period when such a determination is made.

Income taxes include the largest amount of tax benefit for an uncertain tax position that is more likely than not to be sustained upon audit based on the technical merits of the tax position. Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes on the statements of operations.
 
 
 
- 12 -



 

KOLLAGENX CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
As at November 30, 2015


NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, during the nine months ended November 30, 2015 and 2014, respectively, the Company incurred net losses of $560,997 and $175,719 and as of November 30, 2015 and 2014 had accumulated deficits of $1,024,416 and $463,420.  The KollagenX Inc. revenue for the nine months ended November 30, 2015 was $162,885 compared to $221,836 for the same period in 2014. If the Company is unable to generate profits and is unable to continue to obtain financing for its working capital requirements, it may have to curtail its business sharply or cease business altogether.  These factors raise substantial doubt about the Company's ability to continue as a going concern.

The financial statements do not include any adjustment relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company is taking steps to provide the necessary capital to continue its operations. These steps include, but are not limited to: 1) focus on sales to minimize the need for capital; 2) converting part of the outstanding accounts payable to equity; 3) raising equity financing; 4) continuous focus on reductions in cost where possible.


NOTE 4 – PREPAID EXPENSES

On September 22, 2014 the Company entered into a twenty-four month consulting agreement, with a Company that has expertise in providing management advice and financial services advice.  The entire fee of $160,000 was paid in advance and is being amortized in equal monthly amounts over the twenty-four months.  $95,560 was amortized for the period September 22, 2014 through November 30, 2015. The consulting fee amortization for the nine month periods ended November 30, 2015 amounted to $60,003 and $15,556, for the period from inception through November 30, 2014.


NOTE 5– LOANS PAYABLE

The Company has borrowed working capital utilizing unsecured, interest and non – interest bearing, due on demand loans from four individuals.  The Company has been making payments to these individuals as and when demanded by the lenders.  The loans payable consisted of the following as of November 30, 2015 and February 28, 2015.
 
   
November 30,
   
February 28,
 
   
2015
   
2015
 
         
Unsecured interest and non -  interest bearing loan payable, due on demand
 
$
66,358
   
$
67,935
 
Unsecured loan payable bearing interest at the rate of 20%, due on demand
   
20,000
     
25,000
 
Unsecured interest and non -  interest bearing loan payable, due on demand
   
65,657
     
72,689
 
Unsecured loan payable bearing interest at the rate of 10%, due on demand
   
1,120
     
-
 
   
$
153,135
   
$
165,624
 

The Company recorded an interest expense of $4,081 and $0 for the three month periods ended November 30, 2015 and 2014 and an interest expense of $11,923 and $0 for the nine month periods ended November 30, 2015 and 2014.

 
- 13 -


 

KOLLAGENX CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
As at November 30, 2015
 
 
 

NOTE 6– NOTES PAYABLE
The Company has issued various notes payable over a period of time for working capital requirements. The notes payable consisted of the following as of November 30, 2015 and February 28, 2015:
   
November 30
   
February 28
 
   
2015
   
2015
 
4% unsecured promissory note payable, dated August 13, 2012 , due August 13, 2014
 
$
30,000
   
$
30,000
 
4% unsecured promissory note payable, dated December 18, 2012  due December 18, 2014.
   
50,000
     
50,000
 
4%Unsecured promissory note payable, dated June 13, 2013 , due June 13, 2015.
   
20,000
     
20,000
 
4% unsecured promissory note payable, dated October 7, 2013 , due October 7, 2014.
   
10,000
     
10,000
 
4% unsecured promissory note payable, dated December 18, 2013, due December 18, 2014.
   
5,000
     
5,000
 
4% unsecured promissory note payable, dated February 19, 2014 , due February 19, 2015.
   
5,000
     
5,000
 
4% unsecured promissory note payable, dated April 16, 2014 , due April 16, 2015.
   
10,000
     
10,000
 
4% unsecured promissory note payable, dated June 24, 2014 , due June 24, 2015.
   
6,000
     
6,000
 
     
136,000
     
136,000
 
24% promissory note guaranteed by 2 directors, dated April 16, 2015, repayable
               
 in 378 daily payments of $216.67
   
30,983
     
28,334
 
   
$
166,983
   
$
164,334
 

The Company recorded an interest expense of $4,081 and $0 for the three month periods ended November 30, 2015 and 2014 and an interest expense of $11,923 and $0 for the nine month periods ended November 30, 2015 and 2014.
 

NOTE 7– CONVERTIBLE NOTES PAYABLE, NET
On July 31, 2014, the Company entered into a non-negotiable convertible promissory note payable for a principal sum of $16,562 with interest thereon at the rate of 6% per annum. The whole principal sum and accrued, but unpaid, interest thereon was due six months from the date of note on January 31, 2015. The note is convertible, at the option of the Company, after six months from the date of note, as to both interest and principal, into common shares of the Company at a price per share of $0.001. Since the note is convertible at the option of the Company and not at the option of the holder, no beneficial conversion feature has been recorded in the accompanying consolidated financial statements. The Company recorded an interest expense of $263 and $263 on the note for the three months ended November 30, 2015 and November 30, 2014 and an interest expense of $789 and $263 for the nine months ended November 30, 2015 and November 30, 2014.

In September 2014, the Company entered into another non-negotiable convertible promissory note payable for a principal sum of $199,975 with interest thereon at the rate of 3% per annum. The whole principal sum and accrued, but unpaid, interest thereon is due eighteen months from the date of note in March 2016. The note is convertible, at the option of the Company, after six months from the date of note, as to both interest and principal, into common shares of the Company at a 10% discount to the closing bid price on the date of notice of conversion as reported on the OTC Electronic Bulletin Board, or any successor exchange. Since the note is convertible at the option of the Company and not at the option of the holder, no beneficial conversion feature has been recorded in the accompanying consolidated financial statements. The Company recorded an interest expense of $1,512 and $1,000 on the note for the three months ended November, 2015 and November 30, 2014 and recorded an interest expense of $4,467 and $1,000 on the note for the nine months ended November 30, 2015 and November 30, 2014.
                                            
 


- 14 -


 

KOLLAGENX CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
As at November 30, 2015
 

 
NOTE 7– CONVERTIBLE NOTES PAYABLE, NET (continued)

The Company entered into a convertible note agreement on July 20, 2015 for an original principal amount of $107,000. Pursuant to the agreement, the Company received $100,000 against the $107,000 note, after the original issue discount of $7,000. The Maturity Date of the note is one year from the date of advance. The Lender has the right, at any time after the issuance date, at its election, to convert all or part of the outstanding and unpaid original principal sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company as per the conversion formula. The conversion price shall be equal to 60% of the lowest trade price in the 20 trading days previous to the conversion. The note holder cannot beneficially own more than 4.99% of the number of common shares, immediately after giving effect to such conversion. The Company shall at all times reserve enough shares to effect the conversion of all the principal amount on the Note then outstanding. The initial number of shares of Common Stock reserved for conversions of the Notes shall be calculated as four times the number of shares necessary to convert the entire value of the Note on the day it was executed. The Company has reserved 3,005,000, which was the initial number of shares to be reserved. The note is unsecured and accrues interest at the rate of 8%.  Since, the note did not have a conventional conversion feature and had a variable conversion price indexed to the market price, the conversion feature was separately valued and was recorded as a derivative liability. The Company computed the initial derivative liability on the date of issuance to be $130,981. The Company recorded $17,000 as loan fee for the note which comprised of the initial issue discount of $7,000 and the broker fee of $10,000. Of the $130,981 of derivative liability, the Company recorded $90,000 as a discount on debt and the balance of $40,981 as initial derivative liability. They recalculated the derivative liability on the date of balance sheet as $114,238 and recorded the difference of $16,743 as a change in fair value of derivative liability on the income statement. The loan fee and debt discount is being amortized over the term of the note. For the nine month period ended November 30, 2015 and 2014, the Company recorded an amortization of loan fee and debt discount of $26,604 and $0, respectively. For the three month period ended November 30, 2015 and 2014, the Company recorded an interest expense of $2,140 and $0, respectively.

The Company entered into a convertible note agreement on August 7, 2015 for an original principal amount of $84,500. The Maturity Date of the note is six months from the date of advance. The Lender has the right, at any time after the issuance date, at its election, to convert all or part of the outstanding and unpaid original principal sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company as per the conversion formula. The conversion price shall be equal to 47% of the lowest trade price in the 25 trading days previous to the conversion. The note holder cannot beneficially own more than 4.99% of the number of common shares, immediately after giving effect to such conversion. The Company will at all times reserve at least 3,200,000 shares of common stock for conversion. The note is unsecured and accrues interest at the rate of 12%.  Since the note did not have a conventional conversion feature and had a variable conversion price indexed to the market price, the conversion feature was separately valued and was recorded as a derivative liability. The Company computed the initial derivative liability on the date of issuance to be $139,758. The Company recorded $9,500 as loan fee paid to the broker. Of the $139,758 of derivative liability, the Company recorded $75,000 as a discount on debt and the balance of $64,758 as initial derivative liability. They recalculated the derivative liability on the date of balance sheet as $107,747 and recorded the difference of $32,011 as a change in fair value of derivative liability on the income statement. The loan fee and debt discount is being amortized over the term of the note. For the nine month period ended November 30, 2015 and 2014, the Company recorded an amortization of loan fee and debt discount of $41,791 and $0, respectively. For the three month period ended November 30, 2015 and 2014, the Company recorded an interest expense of $2,390 and $0, respectively.

Following is a summary of the convertible notes payable:
 
    
November 30
   
February 28
 
   
2015
   
2015
 
Convertible at the option of the Holder
       
8% unsecured note payable, dated July 20, 2015 due July 20, 2016
 
$
107,000
     
-
 
12% unsecured note payable, dated August 6, 2015 due February 6, 2016
   
84,500
     
-
 
     
191,500
     
-
 
Less: Debt discount
   
(99,345
)
   
-
 
     
92,155
     
-
 
Convertible at the option of the Company
               
6% unsecured note payable, dated August 1, 2014, due July 31, 2015
   
25,000
       25,000  
3% unsecured note payable, dated September 15, 2014,  due September 14, 2015
   
10,000
       10,000  
6% unsecured note payable, dated July 31, 2014, due January 31, 2015
   
16,562
     
16,562
 
3% unsecured note payable, dated September 22, 2014, due March 22, 2016
   
199,975
     
199,975
 
Convertible notes payable, net
   
343,692
     
251,537
 

 
- 15 -

 
 
 

KOLLAGENX CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
As at November 30, 2015
 
 

NOTE 8 - STOCKHOLDERS' DEFICIT
 
As of November 30, 2015, there were 52,000,000 shares of common stock outstanding.

Preferred Stock

As of December 31, 2014, there were 25,000,000 preferred shares authorized and 1,000,000 preferred shares outstanding.  

On January 20, 2015 the Board of Directors resolved to withdraw the Certificate of Designation for the Class A preferred, which shares had been returned to the Company.  Appropriate documents were completed and filed with the State of Nevada to amend the Company's Articles of Incorporation to delete the preferred share designation.

Common Stock

On August 4, 2014 pursuant to the Stock Exchange Agreement, for the acquisition of 100% of the outstanding common shares of KollagenX Inc., the Company agreed to issue 10,000,000 of its Common Shares to the shareholders of KollagenX Inc.  The shares were issued on November 14, 2014.

On July 17, 2015, a shareholder contributed 2,000,000 shares of its restricted common stock to the Company for cancellation.


NOTE 7 - RELATED PARTY TRANSACTIONS

The Company borrows funds from its two directors from time to time for its working capital requirements and sometimes utilizes their credit cards to pay some expenses. These loans are unsecured, non-interest bearing and due on demand. As at November 30, 2015 and February 28, 2015 the Company owed $432,197 and $186,741 to the directors and a related third party, respectively.


 NOTE 8 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued and has not identified any reportable events.
 
 
- 16 -

 
 

 

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act. The words "believes," "anticipates," "plans," "seeks," "expects," "intends" and similar expressions identify some of the forward-looking statements. Forward-looking statements are not guarantees of performance or future results and involve risks, uncertainties and assumptions. The factors discussed elsewhere in this Form 10-Q could also cause actual results to differ materially from those indicated by the Company's forward-looking statements.  The Company undertakes no obligation to publicly update or revise any forward-looking statements.
 
Business and Plan of Operation
 
KollagenX Corp. (formerly known as Integrated Electric Systems Corp. and previously Raider Ventures, Inc.) was incorporated in the State of Nevada on March 5, 2007 as Northern Minerals, Inc.
 
Our original business was to engage in the acquisition, exploration and development of natural resource properties. We received the results of Phase 1 and Phase 1A of the exploration program from the consulting geologist. The findings were not promising and management determined it was in the best interests of the shareholders to allow the claim to lapse.
 
On July 17, 2014, our board of directors approved an agreement and plan of merger to merge with our wholly-owned subsidiary KollagenX Corp., a Nevada corporation, to effect a name change from Integrated Electric Systems Corp. to KollagenX Corp. KollagenX Corp. was formed solely for the change of name and business plan for the distribution of personal beauty products.
 
Articles of Merger to effect the merger and change of name were filed and became effective with the Nevada Secretary of State on July 23, 2014.
 
The name change has been reviewed by the Financial Industry Regulatory Authority (FINRA) and was approved for filing with an effective date of July 30, 2014.
 
The name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on July 30, 2014 under the symbol "KGNX". Our new CUSIP number is 50043U107.
 
On August 4, 2014 KollagenX Corp. exchanged 10,000,000 of its Common Shares with the shareholders of KollagenX Inc. in return for 1,000 Common Shares, of KollagenX Inc., which were all the issued and outstanding common shares of KollagenX Inc., whose business plan is based on the distribution of personal beauty products.
 
- 17 -

 
 
The acquisition of KollagenX, Inc. has been recorded as a reverse merger.  As such, the historical statements of KollagenX, Corp. have replaced those of KollagenX, Inc., except for the outstanding stock of the Company.  
 
KollagenX Corp.'s and KollagenX, Inc.'s respective year ends were March 31 and February 28.   KollagenX, Corp. has changed its fiscal year end to February 28. 

During the next twelve months we anticipate spending approximately $20,000 on professional fees, including fees payable in complying with reporting obligations, and general administrative costs.

Liquidity and Capital Resources


Total current assets at November 30, 2015 were $260,669, an increase of $25,509 compared to $235,160 at February 28, 2015.  Included in current assets were trade accounts receivable of $4,922 the proceeds of which were expected to be collected in the normal course of business, compared to $29,987 accounts receivable at February 28, 2015; inventory of $51,666 compared to $68,043 at February 28, 2015; advances to a vendor for product to be shipped of $103,457 compared to $6,600 at February 28, 2015; and prepaid expenses of $67,440 compared to $130,385 at February 28, 2015.  The decrease in prepaid expenses, of $62,945 is the amortization cost resulting from the prepayment of a two year consulting agreement.
 
Our cash in the bank at November 30, 2015 was $33,184 compared to $145 at February 28, 2015.  Outstanding accounts payable and accrued expenses were $117,509. Other current liabilities, consisting of loans and notes payable, totaled $1,297,323 compared to $59,676 and $768,236 as of February 28, 2015.  These notes and loans are unsecured and bear no maturity dates.  No lender has demanded payment. Included in those amounts are the sums of $432,197 and $186,741 of unsecured advances made by officers, directors and related parties.  The Company has two notes, convertible at the option of the Company, totaling $251,537 as of November 30, 2015 and February 28, 2015.  Also included, in the November 30, 2015 balances, are two convertible notes totaling 191,500, less discounts of $99,345.  Those, two, notes bear an associated derivative liability of $201,316.

The consolidated entity had $33,184 cash on hand at November 30, 2015, which would be adequate, assuming the current level of sales, to sustain operations for approximately eight months. The Company is taking steps to provide the necessary capital to continue its operations. These steps include, but are not limited to: 1) focus on sales to minimize the need for capital; 2) converting part of the outstanding accounts payable to equity; 3) raising equity financing; 4) continuous focus on reductions in cost where possible.  Without that funding, the Company will not be able to maintain operations at the current level.

 
- 18 -


 

Results of Operations
 


Although KollagenX Corp. has not generated any revenue, our wholly owned subsidiary KollagenX Inc., recorded $162,885 in net revenue for the nine months ended November 30, 2015 with a gross margin of $117,784 or 72%, compared to net revenue of $221,836 for the nine months ended November 30, 2014 with a gross margin of 73%.  During the three months ended November 30, 2015 and 2014 net revenue of $ 27,745 produced a gross margin of $5,909 compared to $94,638 net revenue generating $28,452 of gross margin.  The overall decrease in revenue is due to marketing restructuring while the diminution of revenue during the three month period is due to seasonal factors and the normal order filing process.  Our operating loss for the nine months ended November 30, 2015 was $389,664 compared to a loss of $172,131 for the same period in 2014.  The loss was due, in part, to the added costs of marketing restructuring plus KollagenX Corp.'s costs associated with required filings and audits plus the general costs of maintaining a public company.  In addition, KollagenX Corp. sold two convertible notes and recorded a derivative liability cost of $105,739, during the nine months ended November 30, 2015, compared to no such cost during the same period in 2014. Our accumulated deficit since inception, including KollagenX Inc. through November 30, 2015 was $1,024,416. 
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.
 
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.
 
 
Item 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
Management maintains "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange  Act"), that are designed to ensure that information required to be disclosed in KollagenX Corp.'s Exchange Act reports is recorded, processed, summarized and    reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
 
 

- 19 -

 
 
 


In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of August 31, 2015.
 
Based on that evaluation, management concluded, as of the end of the period covered by this report, that KollagenX Corp.'s disclosure controls and procedures were ineffective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission's rules and forms.
 
Changes in Internal Controls over Financial Reporting
 

As of the end of the period covered by this report, there have been no changes in KollagenX Corp.'s internal controls over financial reporting during the quarter ended November 30,2015, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management's last evaluation.
 
 
PART II – OTHER INFORMATION
 
Item 1.    Legal Proceedings.
 

There has been no change to the Risk Factors disclosed in our Form 10-K filed with the Securities and Exchange Commission for the year ended February 28, 2015.
 
Item 1A. Risk Factors
 
There has been no change to the Risk Factors disclosed in our Form 10-K filed with the Securities and Exchange Commission for the year ended February 28, 2015.
 
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.
 
There were no sales of unregistered securities during the period covered by this report.
 
Item 3. Defaults upon Senior Securities.
 
There were no defaults upon senior securities during the period covered by this report.
 
- 20 -

 
 
 
 
Item 4. Mine Safety Disclosures
 
Not Applicable.
 
 
Item 5. Other Information.
 
None.
 
 
Item 6. Exhibits.
 
The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed under SEC File Number 333-144840, at the SEC website at www.sec.gov:
                    
Exhibit No.
Description
 
 
3.1
Articles of Incorporation*
3.2
Bylaws*
31
Rule 13a-14(a)/15d-14(a) Certification
32
Certification Pursuant to 18 U.S.C. 1350
101
Interactive data files pursuant to Rule 405 of Regulation S-T
 

- 21 -

 
 

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.
 
 
 

January 27, 2016
 
 
 
By
/s/ Rondell Fletcher
 
 
Rondell Fletcher
 
 
Secretary, Treasurer 
 
 
 
 
 
By
/s/ George Huerta
 
 
George Huerta
President
 
 
 
 
 
 
 
 
 
 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
 
 
 
/s/ Rondell Fletcher
 
 January 28, 2016
 
Rondell Fletcher, Secretary, Treasurer
 
Date 
 
 
 
 
 
/s/ George Huerta
 
 
 
George Huerta, President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 22 -