KALI, INC. INFORMATION AND DISCLOSURE STATEMENT

Transcription

1 KALI, INC. INFORMATION AND DISCLOSURE STATEMENT Cusip No. Trading Symbol KALY March 31, 2016 All Information in this Information and Disclosure Statement has been compiled to fulfill the disclosure requirements of the Alternative Reporting Standard: Guidelines For Providing Adequate Current Information Established By The OTC Markets Group. The enumerated items and captions contained herein correspond to the format as set forth in that guideline. ALL INFORMATION FURNISHED HEREIN HAS BEEN PREPARED FROM THE BOOKS AND RECORDS OF KALI, INC. (''COMPANY") IN ACCORDANCE WITH RULE 15c2(11) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED HEREIN IN CONNECTION WITH THE COMPANY. ANY REPRESENTATIONS NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN MADE OR AUTHORIZED BY THE COMPANY. DELIVERY OF THIS INFORMATION DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN 1S CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS ISSUER INFORMATION AND DISCLOSURE STATEMENT.

2 Part A General Company Information Item I The exact name of the issuer and its predecessor (if any). Current name Kali, Inc Previous name VLOV, Inc Item II The jurisdiction(s) and date of the issuer s incorporation or organization The issuer was incorporated as a Nevada corporation in The address of the issuer s principal executive offices is 1955 Baring Blvd, Sparks, NV Part B Share Structure Item III The exact title and class of securities outstanding. 650,000,000 authorized common shares - no class distinction; 10,000,000 preferred shares authorized Cusip # Trading symbol KALY Item VI Par or stated value and description of the security. The following description of our common stock and certain provisions of our Articles of Incorporation and Bylaws is a summary and is qualified in its entirety by the provisions of the Articles of Incorporation and Bylaws. The Articles of Incorporation authorize the issuance of 650,000,000 shares of common stock, with a par value of $ The holders of the Shares: (a) have equal ratable rights to dividends from funds legally available therefore, when, as, and if declared by the Board of Directors of the Company; (b) are entitled to share ratably in all of the assets of the Company available for distribution upon winding up of the affairs of the Company; (c) do not have preemptive subscription or conversion rights and there are no redemption or sinking fund applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of shareholders. These securities do not have any of the following rights: (a) cumulative or special voting rights; (b) preemptive rights to purchase in new issues of Shares; (c) preference as to dividends or interest; (d) preference upon liquidation; or (e) any other special rights or preferences. In addition, the Shares are not convertible into any other security. The preferred shares have voting rights of 100 votes per share and may prevent any takeover attempts, hostile or otherwise Item VII The number of shares or total amount of the securities outstanding for each class of securities authorized Common shares outstanding - 60,250,621 Preferred Class A 10,000,000 sale.

3 Item VIII Name and address of the transfer agent. Transfer Online, Inc 512 SE Salmon Street Portland, OR nd Floor Phone: SEC approved transfer agency Control Persons Rouga Inc... 13,007,000 Gardnerville, NV Tammy Poston, President Two Hundred Co, LLC... 17,669,000 Lafayette, LA Glenda Patin, Manager Warren Wheeler... 15,859,000 Carencro, LA Personally Ricochet Trading, Inc....9,500,000 Carencro, LA Warren Wheeler Part C Business Information Item IX The nature of the issuer s business. VLOV's fiscal year end December 31 and was incorporated in 1995 as a Nevada corporation. VLOV was an apparel producer in the People s Republic of China ("PRC" or "China") that designed, developed and distributed men s apparel and related products targeted at years old Chinese men. The Company also owned and operated retail stores ("company stores") in Fujian Province. In 2013, the company divested itself of its current business operations and focused on securing additional opportunities that could bring value to the existing shareholders; February 2016 the name was changed to Kali. Inc August 2013 form was filed and we began reporting on the OTC market as an alternative reporting company with the trading symbol KALY. The issuer is a marketing and development company focused on acquiring small to medium size market cap companies in emerging markets. With disposable income on the rise, the company is targeting "lifestyle" services companies that yield high profit margins in growth industries.

4 Kali was merged with Ricochet Trading Merger Corp, and neither has had a default of any note, loan, lease, or other indebtedness or financing arrangement requiring the issuer to make payments. The current officers and directors and affiliates own 56,035,000 restricted common shares ad 10,000,000 class A preferred shares having voting rights. Currently there are no past, pending or anticipated stock split, stock dividend, recapitalization, acquisition, spin-off, or reorganizations planned nor are there are any known current, past, pending or threatened legal proceedings or administrative actions either by or against us that could have a material effect on our business, financial condition, or operations and any current, past or pending trading We have not been in bankruptcy or receivership B. Business of Issuer Kali, Inc. is a marketing and development company focused on small to medium size market cap companies. Kali will leverage existing resources in business to business networks to facilitate and enhance its business strategy; The company targets services and companies in emerging markets with good margins in growth industries. Item X The nature of products or services offered In addition to trading and brokering heavy fuel oils the company occasionally consults with other companies to determine the most cost effective methods of removing contaminants from hydrocarbon products that have degenerated due to age or accidents, thereby returning the product to the original use or secondary markets. We are not dependent on patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts nor do we require governmental approval of our products or services, however we do have proprietary additives and methods to achieve We are in a highly competitive business in which personal contact is a primary asset; consequently, our marketing is directed toward our customers' personnel. Risk Factors The company's successful implementation of its business plan is dependent on a number of factors that should be considered by prospective shareholders, not the least of which is the company's ability to acquire investment capital. Kali is in the early stages of development and could fail before implementing its business plan and it may incur net losses for the foreseeable future. The company has operating losses from the initial implementation of its business and operations, and it faces unforeseen costs, expenses, problems and difficulties that could easily prevent it from becoming profitable.

5 The Issuer could be exposed to liabilities or other claims for which the Company would have no insurance protection. The Company does not currently maintain any comprehensive business insurance policy. If uninsured losses occur a purchaser of the Company's common stock may lose their entire investment. Item XI The nature and extent of the issuer s facilities. The company performs all of its services at the customer's site; what office space that is required is supplied by an affiliate at $ per month Part D Management Structure and Financial Information Item XI The name of the chief executive officer, members of the board of directors, as well as control persons. A. Officers and Directors. Charles Yawn holds all offices. Those holding 10% or more of the company s stock are: Warren Wheeler, Ricochet Trading, Rouga, Inc and Two Hundred Co, LLC B. Legal/Disciplinary History There is not nor has there been any conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding; nor an entry of an order, judgment, or decree by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person s involvement in any type of business, securities, commodities, or banking activities; nor a finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; nor an entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person s involvement in any type of business or securities activities C. Disclosure of Family Relationships There are no family members entitled to or owning company stock. There is no cash owed to any family member; the only known debt is the funds occasionally advanced to the company by a shareholder or officer. Funds advanced to the company are non-interest bearing and, at the option of the advancing party, may be settled with common or preferred stock D. Disclosure of Related Party Transactions There are no related party transactions; Omega Energy LLC, Stephen Engel and Energy Conservation Technology, Inc are the only individual or companies known to own more than 5% of the company's stock

6 Item XII Financial information for the issuer s most recent fiscal period. The following financial statements are uploaded as separate documents incorporated herein by reference for the period ending December They can be found through the OTC Disclosure and News Service. They can be found through the OTC Disclosure and News Service at Balance Sheet for the periods ending December 31, 2015; Statement of Earnings for the period ending December 31, 2015; Statement of Stockholder s Equity for the period ending December 31, 2015; Statement of Cash Flows for the period ending December 31, 2015; Item XIII Similar financial information for such part of the two preceding fiscal years as the issuer or its predecessor has been in existence. See Item XII Item XIV Warren Wheeler Carencro, LA Personally Ricochet Trading Carencro, LA Warren Wheeler, President Rouga, Inc Gardnerville, NV Tammy Poston, President Two Hundred Co, LLC Lafayette, LA Glenda Patin, Manager Beneficial Owners Shareholders Holding Five Percent (5%) or more of Stock No other person or entity holds more than 5% of the company stock Item XV The name, address, telephone number, and address of each of the following outside providers that advise the issuer on matters relating to the operations, business development and disclosure: The Company has engaged no Investment Banker, Promoters, Public Relations or Investment Consultants. The financial statements are currently prepared in-house; they are not reviewed nor audited. The company has retained no permanent Legal Counsel.

7 Item XVI Management s Discussion and Analysis or Plan of Operation. Kali, Inc. is a marketing and development company focused on small to medium size market cap companies which leverages existing resources to facilitate its business strategy. Kali's primary targets are companies in emerging markets with good margins in growth industries. Kali identifies business opportunities that, due their erratic business, were overlooked or neglected by earlier consulting firms. We analyze the company's markets and identify missed opportunities and potential threats. Kali's designed its actions to define their business plans, provide targeted marketing and management services; Kali's intent is to further their original ideas Off-Balance Sheet Arrangements None Part E Issuance History Item XVII List of securities offerings and shares issued for services in the past two years. 10,000,000 common restricted shares were issued to Two Hundred Co, LLC for research and authentication of potential future acquisitions Part F None Exhibits Item XVIII Material Contracts. None Item XIX Articles of Incorporation and Bylaws The Articles and bylaws are uploaded as separate documents incorporated herein by reference. They can be found through the OTC Disclosure and News Service Item XX Purchase made by or on behalf of the issuer or any Affiliated Purchaser of shares or other units of any class of the issuer's equity securities. None

8 Item XXI Issuer s Certifications I, Charles Yawn certify that: I have reviewed this annual disclosure statement of Kali, Inc. and based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. March 31, 2016 /s/ Charles Yawn CEO