UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





(Mark One)[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended: June 30, 2010Or[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____________ to _____________Commission File Number: 000-53563KRANEM CORPORATIONd/b/aLEARNINGWIRE.COM(Exact name of registrant as specified in its charter)Colorado
02-0585306(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)2700 Cherry Creek South Drive #406
Denver, CO 80209(Address of principal executive offices)
(Zip Code)(303) 592-1614(Registrant's telephone number, including area code)____________(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes [X]   No [   ]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if ay, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that ht registrant was required to submit and post such files).  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.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:





Large accelerated filer  [   ]
Accelerated filer                   [   ]Non-accelerated filer    [   ]

(Do not check if a smaller reporting company)
Smaller reporting company  [X]





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


Yes [X]   No [   ]





Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:





Common Stock, $0.001 par value
4,267,125 shares(Class)
(Outstanding as at August 6, 2010)








KRANEM CORPORATION


d/b/a


LEARNINGWIRE.COM








Table of Contents











PagePART I – FINANCIAL INFORMATION
3Unaudited Financial Statements
3Balance Sheets
4Statements of Operations
5Statements of Cash Flows
6Notes to Financial Statements
7Management's Discussion and Analysis and Results of Operation
12Controls and Procedures
13PART II – OTHER INFORMATION
16Exhibits and Reports on Form 8-K
16SIGNATURES
17






























2


PART I – FINANCIAL INFORMATION





Unaudited Financial Statements





The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission").  While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  For further information, refer to the financial statements and footnotes thereto, which are included in the Company's Annual Report on Form 10-K, originally filed with the Commission on April 1, 2010.


















































3


Kranem Corporation


(dba Learningwire.com)


(A Development Stage Company)


Balance Sheets








June 30,


December 31,2010


2009(Unaudited)


(Audited)AssetsCurrent assets:Cash

$
46


$
-Total assets

$
46


$
-Liabilities and Stockholders’ DeficitCurrent liabilities:Accounts payable and accrued liabilities

$
13,242


$
15,492Indebtedness to related party


112,600



112,600Total current liabilities


125,842



128,092Total liabilities


125,842



128,092Stockholders’ deficit:Preferred stock, no par value; 10,000,000 shares authorized,no shares issued and outstanding


-



-Common stock, no par value; 50,000,000 shares authorized,4,267,125 shares issued and outstanding


74,230



74,230Additional paid-in capital


157,310



147,710Deficit accumulated during the development stage


(357,336
)


(350,032
)Total stockholders’ deficit


(125,796
)


(128,092
)Total liabilities and stockholders’ deficit

$
46


$
-











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








4


Kranem Corporation


(dba Learningwire.com)


(A Development Stage Company)


Statements of Operations


(Unaudited)








Three months ended


Six Months Ended


From InceptionJune 30,


June 30,


(April 18, 2002) to2010


2009


2010


2009


June 30, 2010Revenue

$
-


$
-


$
-


$
-


$
6,703Expenses:Contract labor


-



-



-



-



21,435Contributed rent


-



3,750



-



7,500



100,000Depreciation


-



-



-



-



18,505General and administrative expenses


15



-



15



-



22,132Professional fees


6,289



2,105



7,289



5,936



98,787Rent


-



-



-



-



16,250Salaries


-



-



-



-



42,385Selling, advertising and marketing


-



374



-



936



44,555Total expenses


6,304



6,229



7,304



14,372



364,049Other income:Interest income


-



-



-



-



10Total other income


-



-



-



-



10Net loss

$
(6,304
)

$
(6,229
)

$
(7,304
)

$
(14,372
)

$
(357,336
)Weighted average number ofcommon shares outstanding – basic


4,267,125



4,267,125



4,267,125



4,267,125Net (loss) per share – basic

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)








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








5


Kranem Corporation


(dba Learningwire.com)


(A Development Stage Company)


Statements of Cash Flows


(Unaudited)





For the six months ended


From InceptionJune 30,


(April 18, 2002) to2010


2009


June 30, 2010Operating activitiesNet loss

$
(7,304
)

$
(14,372
)

$
(357,336
)Adjustments to reconcile net loss tonet cash used by operating activities:Depreciation


-



-



18,505Contributed rent


-



7,500



100,000Changes in operating assets and liabilities:(Decrease) Increase in accounts payable and accrued expenses


(2,250
)


3,045



13,242Net cash used by operating activities


(9,554
)


(3,827
)


(225,589
)Investing activitiesPurchase of fixed assets


-



-



(18,505
)Net cash used by investing activities


-



-



(18,505
)Financing activitiesDonated capital


9,600



3,827



57,310Issuances of common stock


-



-



89,200Payments for offering costs


-



-



(14,970
)Increase in notes payable – related party


-



-



119,850Repayment of notes payable – related party


-



-



(7,250
)Net cash provided by financing activities


9,600



3,827



244,140Net increase in cash


46



-



46Cash – beginning


-



-



-Cash – ending

$
46


$
-


$
46Supplemental disclosures:Interest paid

$
-


$
-


$
-Income taxes paid

$
-


$
-


$
-











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





6


Kranem Corporation


(dba Learningwire.com)


(a Development Stage Company)


Notes to Financial Statements


(Unaudited)





Note 1 – Basis of presentation





The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.





These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these interim financial statements be read in conjunction with the audited financial statements of the Company for the period ended December 31, 2009 and notes thereto included in the Company's annual report on Form 10-K.  The Company follows the same accounting policies in the preparation of interim reports.





Results of operations for the interim periods are not indicative of annual results.





Note 2 – History and organization of the company





The Company was organized April 18, 2002 (Date of Inception) under the laws of the State of Colorado, as Kranem Corporation.  The Company operates under its trade name, “Learningwire.com,” which is registered with the State of Colorado.  The Company is authorized to issue up to 50,000,000 shares of its common stock with no par value and up to 10,000,000 shares of preferred stock with no par value.





The Company previously offered high-quality, office and office supply products to businesses, educational institutions, government agencies and individuals through its website, www.learningwire.com.  The website enabled customers to research products, purchase products online, track orders and receive administrative support. The Company has ceased its on-line operations and currently has no revenue-producing activities.  The Company's current business plan is to evaluate, structure and complete a merger with, or acquisition of, a privately owned corporation.





The Company has limited operations and in accordance with FASB ASC 915-10, “Development Stage Entities,” the Company is considered a development stage company.





Note 3 - Going concern





The Company’s financial statements are prepared using generally accepted accounting principles in the 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 Company had an accumulated deficit of $357,336 as of June 30, 2010.  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.  The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital.  The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing.  There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.







7


Kranem Corporation


(dba Learningwire.com)


(a Development Stage Company)


Notes to Financial Statements


(Unaudited)





Note 3 - Going concern (continued)





The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.  These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.





Note 4 – Accounting policies and procedures





Use of estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.





Loss per share


Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”.  Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company had no dilutive common stock equivalents, such as stock options or warrants as of June 30, 2010.





Recent Accounting Pronouncements


In February 2010, the FASB issued Accounting Standards Update 2010-09 (ASU 2010-09), Subsequent Events (Topic 855), amending guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended June 30, 2010. The adoption of this guidance did not have a material impact on our financial statements.





In March 2010, the FASB issued ASU No. 2010-11, "Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives" (codified within ASC 815 - Derivatives and Hedging). ASU 2010-11 improves disclosures originally required under SFAS No. 161. ASU 2010-11 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-11 is not expected to have any material impact on our financial position, results of operations or cash flows.





In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition" (codified within ASC 605 - Revenue Recognition). ASU 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. ASU 2010-17 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-17 is not expected to have any material impact on our financial position, results of operations or cash flows.








8


Kranem Corporation


(dba Learningwire.com)


(a Development Stage Company)


Notes to the Financial Statements


Unaudited





Note 5 – Stockholders’ equity





The Company is authorized to issue 50,000,000 shares of its common stock, with no par value, and up to 10,000,000 shares of its preferred stock, with no par value.





During January 2004, the Company sold 2,250,000 shares of its no par value common stock to an officer for $10,000 ($0.004 per share).  The Company relied upon exemptions from registration believed by it to be available under federal and state securities laws in connection with the stock sale.





During January 2004, the Company sold 562,500 shares of its no par value common stock to one purchaser for $5,000 ($0.009 per share).  The Company relied upon exemptions from registration believed by it to be available under federal and state securities laws in connection with the stock sale.





During January and February 2004, the Company sold 966,375 shares of its no par value common stock for $0.04 per share pursuant to an exemption from registration claimed under Regulation D of the Securities Act of 1933, as amended.  The Company received net proceeds of $32,770 after deducting offering costs totaling $10,180.  The Company relied upon exemptions from registration believed by it to be available under federal and state securities laws in connection with the offering.





During February 2004, the Company sold 225,000 shares of its no par value common stock to an officer for $2,000 ($0.009 per share).  The Company relied upon exemptions from registration believed by it to be available under federal and state securities laws in connection with the stock sale.





During the period from April through June 2005, the Company sold 263,250 shares of its no par value common stock for $0.11 per share, pursuant to a Registration Statement on Form SB-2.  The Company received net proceeds of $24,460 after deducting offering costs totaling $4,790.





On November 11, 2005, the Company declared 4.5:1 common stock split to shareholders of record at the close of business on November 11, 2005.  The number of shares issued on November 11, 2005 totaled 3,318,875 and increased the number of common shares outstanding to 4,267,125.  Shares issued prior to November 11, 2005 have been retroactively restated to reflect the impact of the stock split.





Through the year ended December 31, 2006, affiliates of the Company contributed capital in the amount of $6,790.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.





Through the year ended December 31, 2007, affiliates of the Company contributed capital in the amount of $18,600.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.





Through the year ended December 31, 2008, affiliates of the Company contributed capital in the amount of $15,150.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.





Through the year ended December 31, 2009, two non affiliates of the Company contributed capital in the amount of $7,170.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.





9


Kranem Corporation


(dba Learningwire.com)


(a Development Stage Company)


Notes to the Financial Statements


Unaudited





Note 5 – Stockholders’ equity (continued)





From May 1, 2003 through December 31, 2009, a director contributed office space to the Company.  The office space is considered to be valued at $1,250 per month based on management’s estimate of the market rate in the local area and is included in the accompanying financial statements as contributed rent expense with a corresponding credit to additional paid-in capital.  As of December 31, 2009, the Company no longer utilizes this office space.  During the six months ended June 30, 2010 and 2009, contributed rent was $0 and $7,500, respectively.





Through the six months ended June 30, 2010, two non affiliates of the Company contributed capital in the amount of $9,600.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.





As of June 30, 2010, there have been no other issuances of common stock.





Note 6 – Warrants and options





As of June 30, 2010, there were no warrants or options outstanding to acquire any additional shares of common stock.





Note 7 – Related party transactions





During the year ended December 31, 2003, an employee advanced the Company $4,000 for working capital.  The advance was non-interest bearing and due on demand.  The Company repaid the advance during the year ended December 31, 2004.





During January 2004, the Company sold 2,250,000 shares of its no par value common stock to an officer for $10,000 ($0.004 per share).  The Company relied upon exemptions from registration believed by it to be available under federal and state securities laws in connection with the stock sale.





During February 2004, the Company sold 225,000 shares of its no par value common stock to an officer for $2,000 ($0.009 per share).  The Company relied upon exemptions from registration believed by it to be available under federal and state securities laws in connection with the stock sale.





During the three months ended March 31, 2005, an affiliate advanced the Company $3,200 for working capital.  The advances were non-interest bearing and due on demand.  The Company repaid the advances prior to June 30, 2005.





During the period from April through June 2005, the Company sold 263,250 shares of its no par value common stock for $0.11 per share, pursuant to a Registration Statement on Form SB-2.  The Company received net proceeds of $24,460 after deducting offering costs totaling $4,790.





Through the year ended December 31, 2006, affiliates of the Company contributed capital in the amount of $6,790.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.





During 2007, an affiliate advanced the Company $50 for working capital.  The advance was repaid during 2007.





Through the year ended December 31, 2007, affiliates of the Company contributed capital in the amount of $18,600.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.





10


Kranem Corporation


(dba Learningwire.com)


(a Development Stage Company)


Notes to the Financial Statements


Unaudited





Note 7 – Related party transactions (continued)





Through the year ended December 31, 2008, affiliates of the Company contributed capital in the amount of $15,150.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.





From May 1, 2003 through December 31, 2009, a director contributed office space to the Company.  The office space is considered to be valued at $1,250 per month based on management’s estimate of the market rate in the local area and is included in the accompanying financial statements as contributed rent expense with a corresponding credit to additional paid-in capital.  As of December 31, 2009, the Company no longer utilizes this office space.  During the six months ended June 30, 2010 and 2009, contributed rent was $0 and $7,500, respectively.





Since the inception of the Company on April 18, 2002, the Company has borrowed funds from an affiliate for working capital.  At the year ended December 31, 2006, the Company was indebted to this affiliate in the amount of $112,600.  There were no additional proceeds received or payments against the liability during the years ended December 31, 2009 and 2008.  The advances are non-interest bearing and are due on demand.









































11


Management's Discussion and Analysis and Results of Operation





Forward-Looking Statements





This Quarterly Report contains forward-looking statements about the Company’s business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available.  We can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, the Company’s actual results may differ materially from those indicated by the forward-looking statements.





The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.





There may be other risks and circumstances that management may be unable to predict.  When used in this Quarterly Report, words such as,  "believes,""expects," "intends,""plans,""anticipates,""estimates"and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.





Management’s Discussion and Analysis and Results of Operation





Kranem Corporation was formed on April 18, 2002 with the purpose of offering office and office supply products to businesses, educational institutions, government agencies and individuals.  However, we have been materially inactive since approximately 2006.  During the quarters ended June 30, 2010 and 2009, we did not generate any revenues.  Revenues from our inception to June 30, 2010 were $6,703.





In the three months ended June 30, 2010, total expenses were $6,304, composed of $15 in general and administrative expenses related to office expenditures and $6,289 in professional fees incurred in an effort to maintain our reporting status with the Securities and Exchange Commission.  In comparison, total expenses were $6,229 in the three month period ended June 30, 2009, made up of $3,750 in rent contributed by a director of the Company, $2,105 in professional fees and $374 in selling, advertising and marketing expenses.





During the six month period ended June 30, 2010, our total expenses were $7,304, consisting of $7,289 in professional fees and $15 in office expenses.  In the comparable six months ended June 30, 2009, our total expenses were $14,372, of which $7,500 was in contributed rent expense, $5,936 in professional fees incurred and $936 in selling, advertising and marketing expenses.  The reduction in overall expenditures from 2009 to 2010 is related to the cessation of our arrangement with a director for the use of office space at a rate $1,250 per month, as well as the discontinued use of Internet hosting that was being billed to us at a rate of $187 per month.





Since our inception, aggregate expenses were $364,049.  We expect to continue to incur general and administrative expenses for the foreseeable future, although we cannot estimate the extent of these costs.





Due to our lack of revenues in recent periods, our net losses for the three months ended June 30, 2010 and 2009 were $6,304 and $6,229, respectively.  In the comparable six month periods ended June 30, 2010 and 2009, we incurred net losses of $7,304 and $14,372, respectively.  Our net loss since inception was $357,336.  We are unable to predict if and when we will begin to generate revenues or stem our losses.  However, our management does anticipate ongoing losses for at least the next 12 months.  There is significant uncertainty projecting future profitability due to our relatively short operating period, our history of losses and lack of revenues.  No development related expenses have been or will be paid to any of our affiliates.  We expect to continue to incur general and administrative expenses for the foreseeable future, although we cannot estimate the extent of these costs.  We have no customers or any revenue streams, thus, we anticipate incurring net losses for the foreseeable future.





12


We are unable to predict if and when we will begin to generate revenues sufficient to stem our losses.  However, our management does anticipate ongoing losses for at least the next 12 months.  There is significant uncertainty projecting future profitability due to our relatively short operating period, our history of losses and lack of revenues.  To date, we had limited operations and minimal funds with which to finance our operations.  We have minimal assets, in the amount of $46, and have total liabilities in the amount of $125,842.  Thus, we are in a precarious financial position and rely exclusively upon capital obtained from affiliates and non-related parties.  As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in our annual report.  If our business fails, our investors may face a complete loss of their investment.





Over the past three years, we have conducted minimal operations due to lack of focus and financing, as well as the general economy going into a recessionary state.  As of January 1, 2010, our management has concluded that the best course of action would be to raise capital through sales of our common equity for cash to reinvigorate our proposed business.  We have consulted with third parties to access financing up to approximately $500,000.  However, we have no binding or definitive agreements with any parties to raise any such funds, and as of the date of this quarterly report, we have not received any monies.  In the event we are able to secure operating capital, we intend to do the following:





1.
Reconstitute our arrangements with suppliers such as Ingram Micro and U.S. Stationers, with whom we had informal, non-exclusive relationships to acquire inventory.  We have not made any progress reestablishing contact with our prior suppliers and cannot provide assurances that we will be able to do so.





2.
Develop a marketing and advertising strategy with which to generate awareness of our company and proposed product lines to business and educational institutions.  Since we currently have no saleable inventory, or capital with which to develop a marketing strategy, we have made no attempts to achieve this milestone.





3.
Assemble a commissioned sales force initially in the Denver, Colorado area, with the goal to expand in to regions of Texas and Southern California.  Until we obtain sufficient financing to pursue our growth strategy, we have no products to sell and, therefore, do not require sales personnel.





Our management does not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our current officers and directors appear sufficient at this time.  Our officers and directors work for us on a part-time basis, and are prepared to devote additional time, as necessary.  We do not expect to hire any additional employees over the next 12 months.





There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material impact on our revenues from continuing operations.





Our management does not expect to incur research and development costs.





We do not have any off-balance sheet arrangements.





We currently do not own any significant plant or equipment that we would seek to sell in the near future.





We have not paid for expenses on behalf of our directors.  Additionally, we believe that this fact shall not materially change.





We currently do not have any material contracts and or affiliations with third parties.





Controls and Procedures





Under the direction, and with the participation, of Learningwire's management, Learningwire carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of June 30, 2010.  Learningwire maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and regulations, and that such information is accumulated and communicated to Learningwire's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.  Learningwire's disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching its desired disclosure control objectives.


13





Management’s Report On Internal Control Over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, 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 and includes those policies and procedures that:





1.
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;





2.
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and





3.
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  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.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.





As of June 30, 2010, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments.  Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.  This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses:





1.
Lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and





2.
Ineffective controls over period end financial disclosure and reporting processes.





Inherent in any small business is the pervasive problem involving segregation of duties.  Since Learningwire has a small accounting department, segregation of duties cannot be completely accomplished at this stage in its corporate lifecycle. Accordingly, Learningwire's management has added compensating controls to reduce and minimize the risk of a material misstatement in Learningwire's annual and interim financial statements.





Management believes that the material weaknesses set forth in item (2) above did not have an effect on our financial results.  However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.





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This report was not subject to attestation by Learningwire's independent registered public accounting firm pursuant to temporary rules of the SEC that permit Learningwire to provide only management's report on internal control in this report.





Management’s Remediation Initiatives





In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:





We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.





Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.





Changes in internal controls over financial reporting





There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.





























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PART II – OTHER INFORMATION





Exhibits and Reports on Form 8-K





Exhibit Number
Name and/or Identification of Exhibit31.1
Rule 13a-14(a)/15d-14(a) Certifications31.2
Rule 13a-14(a)/15d-14(a) Certifications32
Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)









































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SIGNATURES





Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.







KRANEM CORPORATIONd/b/aLEARNINGWIRE.COM(Registrant)Signature
Title
Date/s/ Stephen K. Smith
President, CEO and Director
August 6, 2010Stephen K. Smith/s/ Michael Grove
Chief Financial Officer
August 6, 2010Michael Grove/s/ Michael Grove
Chief Accounting Officer
August 6, 2010Michael Grove











































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