Item 1. Financial Statements
KALMIN CORP.
Balance Sheets
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November 30,
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August 31,
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2018
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2018
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(Unaudited)
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ASSETS
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Current Assets
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$
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-
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$
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-
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TOTAL ASSETS
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$
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-
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$
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-
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current Liabilities
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Accounts payable and accrued liabilities
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$
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17,858
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$
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12,821
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Advances from director
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6,101
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2,582
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TOTAL LIABILITIES
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23,959
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15,403
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STOCKHOLDERS' DEFICIT
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Common stock, par value $0.001 per share, 75,000,000 shares authorized, 4,836,500 shares issued and outstanding
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4,836
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4,836
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Additional paid-in capital
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30,404
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30,404
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Accumulated deficit
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(59,199
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)
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(50,643
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)
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Total stockholders' deficit
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(23,959
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)
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(15,403
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)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$
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-
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$
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-
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The accompanying notes are an integral part of these financial statements.
KALMIN CORP.
Statements of Operations
(Unaudited)
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For the Three Months Ended
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November 30,
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November 30,
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2018
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2017
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REVENUES
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$
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-
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$
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13,616
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COST OF GOODS SOLD
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-
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6,668
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GROSS PROFIT
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-
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6,948
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OPERATING EXPENSES
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General and administrative
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$
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8,556
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$
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22,064
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Total Operating Expenses
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8,556
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22,064
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LOSS FROM OPERATIONS
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(8,556
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)
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(15,116
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)
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Provision for Income Taxes
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-
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-
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NET LOSS
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$
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(8,556
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)
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$
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(15,116
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)
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Loss per Common Share - Basic and Diluted
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$
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(0.00
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)
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(0.00
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)
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Weighted Average Common Shares Outstanding - Basic and Diluted
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4,836,500
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4,835,401
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The accompanying notes are an integral part of these financial statements.
KALMIN CORP.
Statements of Cash Flows
(Unaudited)
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For the Three Months Ended
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November 30,
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November 30,
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2018
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2017
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$
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(8,556
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)
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$
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(15,116
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Depreciation
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-
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529
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Changes in operating assets and liabilities:
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Prepaid expenses
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-
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2,265
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Inventory
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-
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8,034
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Accounts payable and accrued liabilities
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5,037
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-
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Customer deposits
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-
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10,150
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Net cash (used in) provided by operating activities
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(3,519
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)
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5,862
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CASH FLOWS FROM FINANCING ACTIVITIES
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Net advances from director
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3,519
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-
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Proceeds from sale of common stock
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-
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500
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Net cash provided by financing activities
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3,519
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500
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Net increase in cash and cash equivalents
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-
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6,362
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Cash and cash equivalents - beginning of period
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-
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4,021
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Cash and cash equivalents - end of period
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$
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-
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$
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10,383
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Supplemental Cash Flow Disclosures
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Cash paid for interest
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$
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-
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$
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-
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Cash paid for income taxes
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$
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-
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$
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-
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The accompanying notes are an integral part of these financial statements.
KALMIN CORP.
Notes to the Financial Statements
November 30, 2018
(Unaudited)
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Kalmin Corp. (“the Company“) was incorporated on July 20, 2016 in the State of Nevada. The Company previously manufactured and sold the necessary equipment for drinking mate - kalabas and bombilla.
On May 4, 2018, as a result of a private transaction, the control block of voting stock of the Company, represented by 4,000,000 shares of common stock, was transferred from Jose Maria Galarza Gaona to Greenfields International Limited, and a change of control of Kalmin Corp. has occurred.
Upon the change of control of the Company, the existing directors and officers resigned immediately. Accordingly, Jose Maria Galarza Gaona, serving as director and President and Karel Astride Oulai, serving as Treasurer and Secretary, ceased to be the Company’s officers and directors. At the effective date of the transfer, Teddy Chen An, age 36, assumed the role of director and Chief Executive Officer, President, Secretary and Treasurer of the Company.
The Company is currently evaluating its future strategic business plans.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP“), which contemplate continuation of the Company as a going concern. The Company incurred an operating loss of $8,556 during the three months ended November 30, 2018 and has an accumulated deficit of $59,199 as of November 30, 2018. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors to become financially viable and continue as a going concern. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended November 30, 2018 are not necessarily indicative of the results that may be expected for the year ending August 31, 2019. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2018 have been omitted. These interim financial statements are condensed and should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended August 31, 2018 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on November 29, 2018.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of November 30, 2018, the Company has no bank account and does not possess any cash.
Use of Estimates
The preparation of financial statements in conformity with GAAP 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue from the sale of products and services in accordance with Accounting Standards Codification (“ASC”) 606,
Revenue from Contracts with Customers
, using the following five-step procedure:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met:
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a.
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the customer simultaneously receives and consumes the benefits as the entity performs;
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b.
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the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or
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c.
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the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date.
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Earnings (Loss) Per Share
Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares 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. As of November 30, 2018 and 2017, there were no potentially dilutive debt or equity instruments issued or outstanding.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 4 – ADVANCE FROM DIRECTOR
As of November 30, 2018 and August 31, 2018, the amount due to the Company’s President was $6,101 and $2,582, respectively. These advances were unsecured, non-interest bearing and due on demand.
NOTE 5 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.
Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Kalmin Corp., unless otherwise indicated.
General Overview
We were incorporated under the laws of the State of Nevada on July 20, 2016, for the purpose of manufacturing and selling the necessary equipment for drinking mate - kalabas and bombilla.
On May 4, 2018, as a result of a private transaction, the control block of voting stock of our company, represented by 4,000,000 shares of common stock, was transferred from Jose Maria Galarza Gaona to Greenfields International Limited, resulting in a change of control.
Upon the change of control of our company, the existing directors and officers resigned immediately. Accordingly, Jose Maria Galarza Gaona, serving as director and President and Karel Astride Oulai, serving as Treasurer and Secretary, ceased to be officers and directors of our company. At the effective date of the transfer, Teddy Chen An, age 36, assumed the role of director and Chief Executive Officer, President, Secretary and Treasurer of the Company.
Our company is currently evaluating our future strategic business plans.
Our address principal executive office is located at 8 The Green, Suite #5140 Dover DE 19901. We do not have any subsidiaries.
We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.
Our Current Business
We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge. We have not yet begun negotiations or entered into any definitive agreements for potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.
Any new acquisition or business opportunities that we may acquire will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.
Management of our company believes that there are benefits to being a reporting company with a class of securities quoted on the OTCQB, such as: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) potentially improved trading efficiency; (v) potential stockholder liquidity; (vi) potentially greater ease in raising capital subsequent to an acquisition; (vii) potential compensation of key employees through stock awards or options; (viii) potentially enhanced corporate image; and (ix) a presence in the United States’ capital market.
We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is anticipated that our sole officer and two directors will continue to manage the Company.
As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K.
We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce, or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.
Currently, we do not have a source of revenue. We are not able to fund our cash requirements through our current operations. We have been reliant on loans by affiliated and non-affiliated parties to provide financial contributions and services to keep our company operating. Further, we believe that our company may have difficulties raising capital from other sources until we locate a prospective merger candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.
Results of Operations –
Three Months Ended November 30, 2018 Compared to November 30, 2017
The following summary of our results of operations should be read in conjunction with our financial statements for the three months ended November 30, 2018 and 2017, which are included herein.
Our operating results for the three months ended November 30, 2018 and 2017, and the changes between those periods for the respective items are summarized as follows:
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Three Months
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Three Months
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Ended
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Ended
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November 30,
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November 30,
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2018
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2017
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Changes
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Revenues
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$
|
-
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|
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$
|
13,616
|
|
|
$
|
(13,616
|
)
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|
Cost of Goods Sold
|
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$
|
-
|
|
|
$
|
6,668
|
|
|
$
|
(6,668
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)
|
|
Gross Profit
|
|
$
|
-
|
|
|
$
|
6,948
|
|
|
$
|
(6,948
|
)
|
|
Operating Expenses
|
|
$
|
8,556
|
|
|
$
|
22,064
|
|
|
$
|
(13,508
|
)
|
|
Net Loss
|
|
$
|
8,556
|
|
|
$
|
15,116
|
|
|
$
|
(6,560
|
)
|
We recognized revenue of $NIL and incurred cost of sales of $NIL for the three months ended November 30, 2018, compared to $13,616 and $6,668 for the three months ended November 30, 2017. On May 4, 2018, the Company underwent a change of control and the Company is currently evaluating its future strategic business plans.
Operating expenses were $8,556 for the three months ended November 30, 2018, compared to $22,064 for the three months ended November 30, 2017, mainly due to a decrease in stock transfer fees, legal fees and advertising expenses.
We incurred a net loss in the amount of $8,556 and $15,116 for the three months ended November 30, 2018 and 2017, respectively.
Liquidity and Capital Resources
Working Capital
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As of
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As of
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November 30,
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August 31,
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2018
|
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|
2018
|
|
|
Changes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Current Liabilities
|
|
$
|
23,959
|
|
|
$
|
15,403
|
|
|
$
|
8,556
|
|
|
Working Capital (Deficiency)
|
|
$
|
(23,959
|
)
|
|
$
|
(15,403
|
)
|
|
$
|
(8,556
|
)
|
As of November 30, 2018, we had a working capital deficit of $23,959 compared to a working capital deficit of $15,403 as of August 31, 2018.
As of November 30, 2018 and August 31, 2018, we had no current assets with all assets being transferred upon the change of control of the Company on May 4, 2018, as the assets were returned to the previous owner.
As of November 30, 2018, we had current liabilities of $23,959 for accounts payable and accrued liabilities of $17,858 and advances from director of $6,101, as compared to current liabilities of $15,403 as of August 31, 2017, for accounts payable and accrued liabilities of $12,821 and advances from director of $2,582.
The increase in working capital deficiency was due to the increase in accounts payable and accrued liabilities and the advances from director.
Cash Flows
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
November 30,
|
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|
November 30,
|
|
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
Changes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities
|
|
$
|
(3,519
|
)
|
|
$
|
5,862
|
|
|
$
|
(9,381
|
)
|
|
Net cash used in investing activities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Net cash provided by financing activities
|
|
$
|
3,519
|
|
|
$
|
500
|
|
|
$
|
3,019
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
$
|
-
|
|
|
$
|
6,362
|
|
|
$
|
(6,362
|
)
|
Cash Flow from Operating Activities
For the three months ended November 30, 2018, net cash used in operating activities was $3,519, related to our net loss of $8,556, offset by an increase in accounts payable and accrued liabilities of $5,037.
For the three months ended November 30, 2017, net cash provided by operating activities was $5,862, related to our net loss of $15,116, offset by depreciation of $529, a decrease in prepaid expense of $2,265, a decrease in inventory of $8,034 and a decrease of customer deposits of $10,150.
Cash Flow from Investing Activities
We had no investing activities during the three months ended November 30, 2018 and 2017.
Cash Flow from Financing Activities
For the three months ended November 30, 2018, net cash provided by financing activities was $3,519, attributed to the net advancement from director.
For the three months ended November 30, 2017, net cash provided by the financing activities was $500 attributed to the proceeds from the issuance of common stock.
Liquidity and Capital Resources
Our cash balance at November 30, 2018 was $0, with $23,959 in outstanding current liabilities, consisting of accounts payable and accrued liabilities of $17,858 and advances from director of $6,101.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.