UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FormFORM 10-K

 

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934(Mark One)

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 20172018

 

[   ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
¨TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________ to _______________________

 

Commission File Number: 333-214638

file number 000-52831 

 

KALMIN CORP.

(Exact name of registrant as specified in its charter)

NevadaKalmin Corp.

2673(Exact name of registrant as specified in its charter)

Nevada

37-1832675

(State or Other Jurisdictionother jurisdiction of incorporation or organization)

Primary Standard Industrial

Incorporation or Organization)

Classification Code Number

37-1832675

IRS(I.R.S. Employer

Identification Number

Kalmin Corp.

Alberdi 1045 Caacupe, Paraguay

Tel. +1(702) 879-4171

Email: corp@kalmincorp.com

(Address and telephone number of principal executive offices)

None

Securities registered under Section 12(b) of the Exchange ActNo.)

 

None8 The Green, Suite #5140, Dover DE

19901

Securities registered under Section 12(g)(Address of the Exchange Actprincipal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (302) 782-9788

1Securities registered pursuant to Section 12(b) of the Act:

 


Title of Each Class

Name of Each Exchange On Which Registered

N/A

N/A

 

Securities registered pursuant to Section 12(g) of the Act:

N/A

(Title of class) 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes       ¨ Nox

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Act Yes        ¨ Nox

 

Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15 (d)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 pastlast 90 days. YesxNo ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)  is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   Nox¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer, “accelerated filer, “smaller reporting company”company,“ and “emerging growth company”company“ in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ( )

Large accelerated¨

Accelerated filer ( )

¨

Non-accelerated filer ( )

¨

Smaller reporting company ( )

x

(Do not check if a smaller reporting company)

Emerging growth company (X)Growth Company

x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesxNo       No¨

 

StateThe aggregate market value of Common Stock held by non-affiliates of the Registrant on February 28, 2018, was $16,730 based on a $0.02 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

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

4,836,500 common sharesissued and outstanding as of September 25, 2017.

2November 28, 2018.

 


DOCUMENTS INCORPORATED BY REFERENCE

 

None.

TABLE OF CONTENTS

 

Item 1.

Business

 

3

 

Item 1B.

Unresolved Staff Comments 

 

Page

5

 

PART IItem 2.

Properties

 

 5

 

Item 3.

Legal Proceedings

 

 5

 

Item 1.4.

Description of Business.

4

Item 1A.

Risk Factors.

7

Item 1B.

Unresolved Staff Comments.

7

Item 2

Description of Property.

7

Item 3.

Legal proceedings.

7

Item 4.

Mine Safety Disclosures.Disclosures

7

 

 5

 

PART IIItem 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 5

 

Item 6.

Selected Financial Data

 6

 

Item 5.7.

Market for Common Equity and Related Stockholder Matters.

7

Item 6.

Selected Financial Data.

8

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations

9

 6

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.Risk

11

 9

Item 8.

Financial Statements and Supplementary Data.Data

11

 10

Item 9.

Changes Inin and Disagreements With Accountants on Accounting and Financial Disclosure.Disclosure

23

Item 9A (T).

Controls and Procedures

23

Item 9B.

Other Information.

24

 19

 

PART IIIItem 9A.

Controls and Procedures

19

 

Item 9B.

Other Information

20

 

Item 1010.

Directors, Executive Officers Promoters and Control Persons of the Company.Corporate Governance

24

21

Item 11.

Executive Compensation.Compensation

26

23

Item 12.

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

27

Item 13.

Certain Relationships and Related Transactions.

28

Item 14.

Principal Accounting Fees and Services.

28

25

 

PART IVItem 13.

Certain Relationships and Related Transactions, and Director Independence

26

 

Item 14.

Principal Accounting Fees and Services

26

 

Item 15.

Exhibits,

28

Financial Statement Schedules

 

Signatures27

 

3

 


2
Table of Contents

PART I

Item 1. Description of Business

 

Forward-looking statements

Statements made in this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934.This annual report contains forward-looking statements. These statements oftenrelate to future events or our future financial performance. In some cases, you can be identifiedidentify forward-looking statements by the use of termsterminology such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate"“may“, “should“, “expects“, “plans“, “anticipates“, “believes“, “estimates“, “predicts“, “potential“ or "continue,"“continue“ or the negative thereof. We intend that such forward-lookingof these terms or other comparable terminology. These statements be subject toare only predictions and involve known and unknown risks, uncertainties and other factors, including the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occurrisks in the future. However,section entitled “Risk 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 subjectreasonable, 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 risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical resultsupdate any of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise anythe forward-looking statements to reflect events or circumstances after the date of such statement orconform these statements to reflect the occurrence of anticipated or unanticipated events.actual results.

 

Financial information contained in this report and in ourOur financial statements isare stated in United States dollarsDollars (US$) and are prepared in accordance with United States generally accepted accounting principles.Generally Accepted Accounting Principles.

 

GeneralIn this annual 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.

Our company

As used in this current report and unless otherwise indicated, the terms “we“, “us“ and “our“ mean Kalmin Corp. was, unless otherwise indicated.

General Overview

We were incorporated under the laws of the State of Nevada on July 20, 2016, in the State of Nevada United States of America, with an established end of fiscal year of August 31. We do have limited revenues, have minimal assets and have incurred losses since inception as of August 31, 2017. We are an early-stage company formed to create special equipment for drinking mate tea – Kalabas.

About Mate tea.

We suppose that mate tea is one of the most useful drinks in the world. That requires special equipment for use, such as Kalabas and Bombilla. Nowadays mate is acquiring more and more fans.

Official research scientists say that mate tea contains practically all the vitamins and substances necessary for the maintenancepurpose of normal human life. There is resin fiber, volatile oil, tannin, which is found in many plant substances. Besides - carotene, group A, C, E, B1, B2 vitamins, vitamin B-complex group in a higher concentration thanmanufacturing and selling the well-known honey bees’ uterus, riboflavin, niacin, pantothenic acid, biotin, magnesium, calcium, iron, sodium, potassium, manganese, silicon, phosphate, sulfur, hydrochloric acid, chlorophyll, choline, inositol. In its conclusions, the scientists pointed out that a plant with so many essential and vital nutrients - extremely rare in nature.

About our Kalabas and Bombilla.

We will produce kalabas for drinking mate tea. There are many options for the production and we choose to use wood. Kalabas (calabash) is a traditional vessel for drinking yerba mate. In ancient times, Indians kalabas was manufactured from wood gourd. Later, they began to produce vessels of wood, fret, iron framing. The second mandatory attribute is Bombilla. Bombilla previously made of thin hollow trunks of plants. Today it is a whole industry; they are made of metal (stainless steel), silver. The top of the tube is slightly flat mouthpiece, which may be gold-plated or silver, and at the bottom - with a special filter. Bombilla may be straight or slightly curved.

In the future we plan to expand the production and purchase more machines. We are planning to rent a bigger office when are operations are expanded and we attract more customers.

Product

We are going to produce main necessary equipment for drinking mate which are- kalabas and bombilla. We start with

On May 4, 2018, as a result of a private transaction, the cupscontrol 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 same sizetransfer, Teddy Chen An, age 36, assumed the role of director and will expandChief Executive Officer, President, Secretary and Treasurer of the range of kalabases in the future. Aluminum and wood are used as raw materials for our production. These materials will last longer, and it has become more popular than the pumpkin, which often cracks. At the end with a special 3D Milling machine we will give the original look and engraved patterns to our product. In addition we will order the tubes, the Bombilla itself.

4


Production machine

For the manufacture and application of kalabas original engravings and patterns, we need special equipment. This is 3D Milling Machine, which is capable of processing wood, metal, acrylic and porcelain in all axes. Given the size of our products, we have chosen AMAN 4060 4axis 800W Z = 13.Company.

 

The largest desktop in line at the machine AMAN 4060 4axis 800W Z = 13Company is 40x60 cm. At such sizes, the 800-watt spindle, rotary axis, the machine is very promising vehicle for business. The software of the machine supports popular graphic tools, vector and 3D formats, which is convenient for our process, because the variety of the engraving can be more advanced.

The200 Watt Spindle power grabs for the manufacture of tablets, cutting wood, engraving, personalize gifts and related. The dimensions and weight allow us to set the machine in a small room, which reduce our office renting expanses.

The main types of treatment of our machine are as following:

• engraving

• cutting

• 3d-milling

• drilling

• milling and engraving on the pivot axis.

Our machine allows us to handle work with such materials aswood, plastic, plexiglas, chipboard, MDF, plywood and light metals (copper, aluminum, brass).

The main features of our machine are presented as following:

AMAN 4060 800W (z = 13)

Working field size

600 x 400 x 130 mm

Number of axes

4 (XYZ + A-rotary axis)

Spindle power

800W

Water cooling

ER11

Resolution

0.003125 mm

Maximum speed (work / pitch, mm / min)

2000/3000

Spindle speed (rev / min)

to 24000

The control system

Mach3 interface, Windows

Compatible software

 MACH3, ARTCAM, TYPE 3, UCANCAM

Power supply

220V ± 10% 50HZ

Dimensions (mm) / Weight (kg)

640x810x530 / 72

The cost of the machine is $3,140. To control the machine will need a computer with LPT-port and installed Windows operating system. In this case our director will use his own computer, until we generated significant revenues or proceeds from this offering to buy a computer for the Company’s needs.

5


Raw Materials

For reliability and durability, we are going to use wood and aluminum in the production of kalabases. We believe that this material will last longer, and it has become more popular than the pumpkin, which often cracks and use to be a mail material for kalabases manufacturing. Therefore, we will use wood and aluminum in our operations.

The following items can present a full set of our equipment:

- 3D Milling machine

- A computer

- Graphic Apps

- Replacement cutters for the machine

Kalmin Corp. has signed an Equipment Sale Contact with our vendor for supplying equipment and raw materials to our company. The Company also has verbal negotiations with several companies for supplying materials to us. There are no written agreements with any of these companies as of the date of this filing.

Target market

Mate tea is becoming more and more popular in the world. Scientists’ research about which we wrote above only develops the popularity of this tea. This trend is worldwide.

Kalmin Corp. intends to create high-quality and durable product for anyone who wants to take care of their health and drink healthy drinks.

Industry analysis and competition

Many companies in this sector have begun to experiment with the material for production. Some are making kalabas even silicone now. We chose the path of the most useful and reliable material such as wood. For example to compare with pumpkin from which the initial production of kalabas was started from, wood leavescurrently evaluating its taste and smell as well as a more durable and long lasting.future strategic business plans.

 

Our company will make special beautiful patterns on our kalabas with our 3D Milling machine. We can make individual and unique engraving on our product. Kalmin Corp. will give the originality and beauty to the manufactured products that will release us from the crowd.Current Business

 

Markets

We believeare 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 our product is popular around the world. Wewe will be able to cooperate with shops teaenter 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 tea accessories worldwide, whenwe are unable to acquire such funds, our business is successfully developed. Kalmin Corp. will collaboratemay fail.

3
Table of Contents

Management of our company believes that there are benefits to being a reporting company with online stores and specialized sitesa class of securities quoted on the subject of mate tea around in Paraguay first and thenOTCQB, such as: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the closest neighborhood countries.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 dated of thisdate 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 we started our production in Caacupe, and fulfilled two initial orders of our products for our first customer, contract with this customer is filed as exhibit to this registration statement.

Marketing

To promote our products, we need a website and cooperation with other specialized sites and online stores. As well as possible local advertising like billboards, search for local buyers. We will search both ways of selling our products at the same time, it will be wholesale and retail sale of kalabases and bombillas.current report on Form 8-K. 

 

We are planning to affix every product, including those distributed via retail points, withanticipate that the selection of a business card with information about Kalmin Corp., information aboutopportunity 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 producttask of comparative investigation and contact details. In orders to enhanceanalysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the feeling of uniquenessbest interests of our products,company may be scarce, or we may also indicate a unique reference number onbe unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business card to accompany each Kalmin Corp. product. We will develop discount system for our partners and clients.opportunities.

 

We can also make individual and unique engravings on our product. Our company is planning to open our own online store in the future, when our operation grows.

6


Employees

For production, we need only one master. Our director Jose Galarza owns the excellent craft skills and can create kalabases with this 3D Milling machine. He also has skills to use image editor for our machine, which allows him very easily create our products.

Office

According to our calculations, we need a small place for production, about 30-40 sq. m. We can divide our office into two spaces, working place and a small shopping room where you can see examples of our products. As of the date of this filing we have signed a lease agreement for one-year term of leasing an office space of 35 sq. m in Asuncion 1899 Paraguay. The lease agreement is files as an exhibit to this registration statement.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. BecauseCurrently, we do not have any insurance, ifa 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 made a partyunable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of a products liability action, wetheir investment and our business may notfail. We currently have sufficient fundsno written or oral agreement from our majority shareholder to defend the litigation. If that occurs a judgment could be rendered against us that could cause uscontinue to cease operations.provide financial contributions.

 

Government RegulationEmployees

We will be required

Other than our directors and officers, who provide their services to complyour company and independent consultants, we have no full time employees.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Form 10-K in conjunction with all regulations, rulesother reports and directivesdocuments that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from time to time. You may obtain copies of governmental authoritiesthese reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and agencies applicableyou may obtain information about obtaining access to export and import of productsthe Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for production and operation of any facility in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business. We do not need to receive any government approvals necessary to conduct our business; however, we will have to comply with all applicable export and import regulations.electronic filers at its website http://www.sec.gov.

4
Table of Contents

 

Item 1A. Risk Factors

 

Not applicableAs a “smaller reporting company“, we are not required to smaller reporting companies.provide the information required by this Item.

 

Item 1B. Unresolved Staff Comments

 

Not applicableAs a “smaller reporting company“, we are not required to smaller reporting companies.provide the information required by this Item.

 

Item 2. Description of PropertyProperties

 

We do not own any real estate or other properties.  Our address principal executive office is located at 8 The Green, Suite #5140 Dover DE 19901.

Item 3. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We knoware not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no legal proceedingsgovernmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or to whicha witness, nor has our company been involved in any oflegal proceedings commenced by any regulatory agency against our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.company.

Item 4. Mine Safety Disclosures

 

Not applicable.

PART II

 

Item 5. Market for Registrant’s Common Equity, and Related Stockholder Matters

Market Information and Issuer Purchases of Equity Securities

 

ThereOur common shares are quoted on the OTC Markets under the symbol “KLMN.“ The following quotations, obtained from Stockwatch, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

The following table reflects the high and low bid information for our common stock obtained from Nasdaq and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

OTC Markets

Quarter Ended

 

High

 

 

Low

 

August 31, 2018

 

 

11.00

 

 

 

2.00

 

May 31, 2018

 

 

2.00

 

 

 

0.02

 

February 28, 2018

 

 

0.02

 

 

 

0.02

 

November 30, 2017

 

 

0.02(1)

 

 

0.02(1)

____________

(1)our shares of common stock were listed for trading on the OTC Markets on November 28, 2017.

Our shares are issued in registered form. Action Stock Transfer, 2469 E. Fort Union Blvd, Suite 214, Salt Lake City UT 84121 (Telephone: (801) 274-1088; Facsimile: (801) 274-1099 is a limited public marketthe registrar and transfer agent for our common shares.  Our

5
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On November 28, 2018, the shareholders’ list showed 12 registered shareholders with 4,836,500 common shares areoutstanding.

Dividend Policy

We have not quotedpaid any cash dividends on our common stock and have no present intention of paying any dividends on the OTC Bulletin Board at this time.  Tradingshares of our common stock. Our current policy is to retain earnings, if any, for use in stocks quoted onour operations and in the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.  We cannot assure you that theredevelopment of our business. Our future dividend policy will be a market in the future fordetermined from time to time by our common stock.board of directors.

 

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone andcomputer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies thatEquity Compensation Plan Information

We do not meet the financial and other listing requirements of a regional or national stock exchange.

7


Number of Holdershave any equity compensation plans.

 

AsRecent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended August 31, 2017,2018 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the4,811,500issued and outstanding shares of common stock were held by a total of year ended August 31, shareholder of record.2018.

 

DividendsPurchase of Equity Securities by the Issuer and Affiliated Purchasers

 

No cash dividends were paid onWe did not purchase any of our shares of common stock or other securities during theour fourth quarter of our fiscal year ended August 31, 2017 and 2016. 2018.

Recent Sales of Unregistered Securities

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On August 23, 2016, the Company issued 4,000,000 shares of common stock to a director for cash proceeds of $4,000 at $0.001 per share.

In April 2017, the Company issued 175,000 shares of common stock at $0.02 per share for cash proceeds of $3,371, net of issuance costs of $129.

In May 2017, the Company issued 206,500 shares of common stock at $0.02 per share for cash proceeds of $3,971, net of issuance costs of $159.

In June 2017, the Company issued 110,000 shares of common stock at $0.02 per share for cash proceeds of $2,078, net of issuance costs of $122.

In July 2017, the Company issued 180,000 shares of common stock at $0.02 per share for cash proceeds of $3,580, net of issuance costs of $20.

In August 2017, the Company issued 140,000 shares of common stock at $0.02 per share for cash proceeds of $2,780, net of issuance costs of $20.

There were 4,811,500 shares of common stock issued and outstanding as of August 31, 2017.

Purchase of our Equity Securities by Officers and Directors

On August 23, 2016, the Company offered and sold 4,000,000 restricted shares of common stock to our president and director, Jose Galarza, for a purchase price of $0.001 per share, for aggregate offering proceeds of $4,000,pursuant to Section 4(2) of the Securities Act of 1933 as he is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone.

Other Stockholder Matters

None.

 

Item 6. Selected Financial Data

 

Not applicableAs a “smaller reporting company“, we are not required to smaller reporting companies.provide the information required by this Item.

8


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

 

The following discussion should be read in conjunction with our audited financial statements includingand the related notes thereto, appearingthat appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-lookingforward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors“ beginning on page 8 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

BasisResults of presentationOperations - Year Ended August 31, 2018 Compared to Year Ended August 31, 2017

The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the years ended August 31, 2018 and 2017, which are included herein.

Our operating results for the year ended August 31, 2018 and 2017, and the changes between those periods for the respective items are summarized as follows:

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August 31,

 

 

August 31,

 

 

 

 

 

2018

 

 

2017

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$25,766

 

 

$26,000

 

 

$(234)

Cost of Goods Sold

 

$13,511

 

 

$6,030

 

 

$7,481

 

Gross Profit

 

$12,255

 

 

$19,970

 

 

$(7,715)

Operating Expenses

 

$58,568

 

 

$22,068

 

 

$36,500

 

Net Loss

 

$46,313

 

 

$2,098

 

 

$44,215

 

We recognized revenue of $25,766 and cost of sales of $13,511 for the year ended August 31, 2018, compared to $26,000 and $6,030 for the year ended August 31, 2017. The gross profit declined to $12,255 for the year ended August 31, 2018 from $19,970 for the year ended August 31, 2017 mainly due to the increase in cost of goods sold. On May 4, 2018, the Company preparesunderwent a change of control and the Company was currently evaluating its future strategic business plans.

Operating expenses were $58,568 for the year ended August 31, 2018, compared to $22,068 for the year ended August 31, 2017, due to an increase in professional fees.

We incurred a net loss in the amount of $46,313 and $2,098 for the years ended August 31, 2018 and 2017, respectively.

Liquidity and Capital Resources

Working Capital

 

 

As of

 

 

As of

 

 

 

 

 

August 31,

 

 

August 31,

 

 

 

 

 

2018

 

 

2017

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

$-

 

 

$27,272

 

 

$(27,272)

Current Liabilities

 

$15,403

 

 

$21,453

 

 

$(6,050)

Working Capital (Deficiency)

 

$(15,403)

 

$5,819

 

 

$(21,222)

As of August31, 2018, we had a working capital deficit of $15,403 compared to a working capital of $5,819 as of August 31, 2017.

As of 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 August 31, 2017, we had current assets of $27,272 composed of cash and cash equivalents of $4,021, prepaid expense of $10,343 and inventory of $12,908.

As of August 31, 2018, we had current liabilities of $15,403 for accounts payable and accrued liabilities of $12,821 and advances from director of $2,582, as compared to current liabilities of $21,453 as of August 31, 2017, for advances from director.

Cash Flows

 

 

Year

 

 

Year

 

 

 

 

 

Ended

 

 

Ended

 

 

 

 

 

August 31,

 

 

August 31,

 

 

 

 

 

2018

 

 

2017

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$(11,153)

 

$(22,355)

 

$11,202

 

Net cash used in investing activities

 

 

-

 

 

 

(10,585)

 

 

10,585

 

Net cash provided by financing activities

 

$7,132

 

 

$36,380

 

 

$(29,248)

Net increase (decrease) in cash and cash equivalents

 

$(4,021)

 

$3,440

 

 

$(7,461)

7
Table of Contents

Cash Flow from Operating Activities

For the year ended August 31, 2018, net cash used in operating activities was $11,153, related to our net loss of $46,313, offset by the depreciation expense of $2,081, a decrease in prepaid expenses of $5,321, a decrease in inventory of $12,877 and an increase in accounts payable and accrued liabilities of $13,181 and an increase in customer deposits of $1,700.

For the year ended August31, 2017, net cash used in operating activities was $22,355, related to our net loss of $2,098 which was increased by an increase in prepaid expenses of $8,303 and an increase in inventory of $12,908,and was offset by the depreciation expense of $954.

Cash Flow from Investing Activities

For the year ended August 31, 2018, net cash provided by investing activities was $0, as compared to net cash used in investing activities of $10,585 for the year ended August 31, 2017 from the purchase of equipment.

Cash Flow from Financing Activities

For the year ended August 31, 2018, net cash provided by financing activities was $7,132, attributed to the net advancement from director of $6,632 and the proceeds from the sale of issuance of common stock of $500.

For the year ended August 31, 2017, net cash provided by the financing activities was $36,380 attributed to the advancement from the director of $20,600 and the proceeds from the issuance of common stock of $15,780.

Liquidity and Capital Resources

Our cash balance at August 31, 2018 was $0, with $15,403 in outstanding current liabilities, consisting of accounts payable and accrued liabilities of $12,821 and advances from director of $2,582. We estimate total expenditures over the next 12 months are expected to be approximately $12,000.

Contractual Obligations

As a “smaller reporting company“, we are not required to provide tabular disclosure obligations.

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 is material to stockholders.

Critical Accounting Policies

The preparation of financial statements in conformity withaccounting principles generally accepted accounting principles in the United States of America. These principles requireAmerica 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 revenues and expenses during the reporting period. Management believes that theseA change in managements’ estimates are reasonableor assumptions could have a material impact on our financial condition and have been discussed with the Boardresults of Directors; however, actual results could differ from those estimates.

Cash and Cash Equivalents

All of the cash is maintained with the Bank of America, one of the major financial institutions in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments with the original maturities of three months or less at the date of acquisition to be cash equivalents. There were no cash equivalents as of August 31, 2017 and 2016.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expensesoperations during the reporting period.period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

 

Inventories

Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (“FIFO”) method.
8
Table of Contents

  

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.Recent Accounting Pronouncements

 

Fair ValueOur company will adopt Accounting Standard Update (“ASU“) 2014-09, “Revenue from Contracts with Customers (Topic 606)“ as of Financial Instruments

The carrying valueSeptember 1, 2018. ASU 2014-09 will replace most existing revenue recognition guidance in US GAAP when it becomes effective. Management has evaluated the impact of cashour company’s adoption of ASU 2014-09 on its financial statements and does not expect the Company’s loan from shareholder approximates its fair value duenew standard to their short-term maturity.

Advertising

Advertising expenses consisted of marketing expenses and promotional activity expenses, and are recognized when incurred. Total advertising expense was $3,745 and $0 for the year ended August 31, 2017 and the period from July 20, 2016 (inception) to August 31, 2016, respectively.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

9


Revenue Recognition

The Company recognizes revenue when the four basic criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

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 August 31, 2017 and 2016, there were no potentially dilutive debt or equity instruments issued or outstanding. 

Currencies

The Company’s reporting and functional currencies are both the U.S. dollar.  Foreign currency transaction gains and losses are included in other income (expense).

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a materialsignificant impact on the Company.

Results of operations

Results of Operations for the year ended August 31, 2017 and the period from July 20, 2016 (inception) to August 31, 2016:

Revenue and cost of goods sold

For the year ended August 31, 2017, the Company generated total revenue of $26,000 from selling products to its customer. The cost of goods sold for the year ended August 31, 2017 was $6,030, which represents the cost of raw materials.

For the period from July 20, 2016 (inception) to August 31, 2016, the Company generated no revenue. The cost of goods sold for the period from July 20, 2016 (inception) to August 31, 2016, was $0, which represents the cost of raw materials.

Operating expenses

Total operating expenses for the year ended August 31, 2017 were $22,068. The operating expenses for the year ended August 31, 2017 included advertising expense of $3,745; bank charges of $1,726; depreciation expense of $954; utilities of $1,018; office supplies of $1,290; rent expense of $2,160; website of $200; audit fees of $10,100; legal fees of $875.

Total operating expenses for the period from July 20, 2016 (inception) to August 31, 2016 were $2,232. The operating expenses for the year ended August 31, 2016 includedprofessional services of $623; bank charges of $109; and legal fees of $1,500.

Net Loss

The net loss for the year ended August 31, 2017 was $2,098.

The net loss for the year ended August 31, 2016 was $2,232.

10


Liquidity and capital resources

As of August 31, 2017, our total assets were $36,903, compared to $2,621 as of August 31, 2016. Total assets were comprised of $27,272 in current assets and $9,631 in fixed assets.

As ofAugust 31, 2017, our current liabilities were $21,453, compared to $853 as of August 31, 2016.  Stockholders’ equity was $15,450, compared to $1,768 as of August 31, 2016.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities. For the year ended August 31, 2017, net cash flows used in operating activities was $22,355, due to its net loss of $2,098, depreciation of $954, increase in prepaid expenses of $8,303 and increase in inventory of $12,908.

CASH FLOWS FROM INVESTING ACTIVITIES

For year ended August 31, 2017, we used $10,585 of cash in investing activities, due to purchase of equipment and furniture.

CASH FLOWS FROM FINANCING ACTIVITIES

For the year ended August 31, 2017, net cash flows generated by financing activities was $36,380, due to loan from director of $20,600 and proceeds from sale of common stock of $15,780.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stageposition, results of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subjectrelated disclosures. To make this determination, management has identified the contract with its customer, identified the performance obligations, determined the transaction price, allocated the transaction price to risks inherentthe performance obligations in the establishment of a new business enterprise, including limited capital resourcescontract, and possible cost overruns due to price and cost increases in services and products.

Off-Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect onrecognized revenue when our company satisfies the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.performance obligation.

 

Item 7A. Quantitative and Qualitative Disclosures aboutAbout Market Risk

 

Not applicableAs a “smaller reporting company“, we are not required to smaller reporting companies.provide the information required by this Item.

9
Table of Contents

  

Item 8. Financial Statements and Supplementary Data

11


KALMIN CORP.  

FINANCIAL STATEMENTS

Year ended August 31, 2017 and the period from July 20, 2016 (inception) to August 31, 2016

Table of Contents

Page

Reports of Independent Registered Public Accounting Firms

13

Balance Sheets as of August 31, 2017 and August 31, 2016

15

Statements of Operations for the year ended August 31, 2017 and the period from July 20, 2016 (inception) to August 31, 2016

16

Statement ofChanges inStockholders’ Equity as ofAugust 31, 2017

17

Statements of Cash Flows for the year ended August 31, 2017 and the period from July 20, 2016 (inception) August 31, 2016

18

Notes to  Financial Statements

19

12


 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Kalmin Corp.

Caacupe, Paraguay

Opinion on the Financial Statements

 

We have audited the accompanying balance sheetsheets of Kalmin Corp. (the “Company”) as of August 31, 2016,2018 and 2017, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period from July 20, 2016 (inception) toended August 31, 2016.  Kalmin Corp.’s management is responsible2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2018 and 2017, and the results of its operations and its cash flows for theseeach of the years in the two-year period ended August 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements.statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audit.audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal controlscontrol over financial reporting. Our audit included considerationAs part of our audits, we are required to obtain an understanding of internal controlscontrol over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controlscontrol over financial reporting. Accordingly, we express no such opinion.  An audit also includes

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audit providesaudits provide a reasonable basis for our opinion.

In our opinion,

Substantial Doubt about the financial statements referredCompany’s Ability to above present fairly, in all material respects, the financial position of Kalmin Corp.Continue as of August 31, 2016, and the results of its operations and its cash flows for the period from July 20, 2016 (inception) to August 31, 2016, in conformity with accounting principles generally accepted in the United States of America.a Going Concern

The accompanying financial statements have been prepared assuming that Kalmin Corp.the Company will continue as a going concern. As discussed in Note 2, the Company has incurred net losses and negative cash flow from operations since inception. These factors, and the need for additional financing in order for the Company to the financial statements, Kalmin Corp. has not established a stabilized source of revenue sufficient to covermeet its operating costs over an extended period of time, whichbusiness plans raises substantial doubt about itsthe Company’s ability to continue as a going concern. Management’s plans in regardOur opinion is not modified with respect to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GBH CPAs, PC

GBH CPAs, PC

www.gbhcpas.com

Houston, Texas

November 7, 2016

14


KALMIN CORP.

Balance Sheets

(Audited)

ASSETS

 

August 31, 2017

 

 

August 31, 2016

Current Assets

 

 

 

 

 

Cash and cash equivalents

$  

4,021

 

$

581

Prepaid expenses

 

10,343

 

 

2,040

Inventory

 

12,908

 

 

-

Total Current Assets

 

27,272

 

 

2,621

Property and equipment, net of accumulated depreciation

 

9,631

 

 

-

Total Assets

$

36,903

 

$

2,621

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Advances from director

$

21,453

 

$

853

Total Liabilities

 

21,453

 

 

853

 

 

 

 

 

 

Commitments and Contingencies (Note 7)

 

-

 

 

-

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

Common stock, par value $0.001; 75,000,000 shares authorized, 4,811,500 and 4,000,000 shares issued and outstanding

 

4,811

 

 

4,000

Additional paid-in capital

 

14,969

 

 

-

Accumulated deficit

 

(4,330

)

 

 

(2,232

)

Stockholders’ Equity

 

15,450

 

 

1,768

Total Liabilities and Stockholders’ Equity

$

36,903

 

$

2,621

matter.

 

 

See accompanying notes to these financial statements.

15


KALMIN CORP.

Statements of Operations

For the Year Ended August 31, 2017/s/ Accell Audit and the Period from July 20, 2016 (inception) to August 31, 2016 (Audited)Compliance, P.A.

 

We have served as the Company’s auditor since 2017.

 

 

Year ended

August 31, 2017

 

Period From July 20, 2016 (inception) to August 31, 2016

 

 

 

 

 

Revenues

$

26,000

$

-

Cost of Goods Sold

 

6,030

 

-

Gross Profit

 

19,970

 

-

 

 

 

 

 

Operating Expenses:

 

 

 

 

General and Administrative Expenses

 

22,068

 

2,232

Total Operating Expenses

 

22,068

 

2,232

 

 

 

 

 

Loss from Operations

 

(2,098

)

 

(2,232

)

 

 

 

 

 

Provision for Income Taxes

 

-

 

-

 

 

 

 

 

Net Loss

$

(2,098

)

$

(2,232

)

 

 

 

 

 

Net Loss Per Common Share - Basic and Diluted

$

(0.00

)

$

(0.00

)

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding - Basic and Diluted

 

4,174,597

 

837,209

 

 

 

 

 

Tampa, Florida
November 27, 2018 

 

 

See

4806 West Gandy Boulevard · Tampa, Florida 33611 · 813.440.6380

10

KALMIN CORP.

Balance Sheets

 

 

August 31,

2018

 

 

August 31,

2017

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$-

 

 

$4,021

 

Prepaid expenses

 

 

-

 

 

 

10,343

 

Inventory

 

 

-

 

 

 

12,908

 

Total Current Assets

 

 

-

 

 

 

27,272

 

Property and equipment, net of accumulated depreciation

 

 

-

 

 

 

9,631

 

TOTAL ASSETS

 

$-

 

 

$36,903

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$12,821

 

 

$-

 

Advances from director

 

 

2,582

 

 

 

21,453

 

TOTAL LIABILITIES

 

 

15,403

 

 

 

21,453

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ (DEFICIT) EQUITY

 

 

 

 

 

 

 

 

Common stock, par value $0.001 per share, 75,000,000 shares authorized, 4,836,500 and 4,811,500 shares issued and outstanding, respectively

 

 

4,836

 

 

 

4,811

 

Additional paid-in capital

 

 

30,404

 

 

 

14,969

 

Accumulated deficit

 

 

(50,643)

 

 

(4,330)

Total stockholders’ (deficit) equity

 

 

(15,403)

 

 

15,450

 

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

 

$-

 

 

$36,903

 

The accompanying notes toare an integral part of these audited financial statements.

 

16


KALMIN CORP.

Statement of Changes in Stockholders’ Equity

For the Year Ended August 31, 2017 and the Period from July 20, 2016 (inception) to August 31, 2016

 

Common Stock

 

 

Additional Paid-in

Accumulated Deficit

Total Stockholders’

 

Shares

Amount

Capital

 

Equity

 

 

 

 

 

 

Inception, July 20, 2016

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

Shares issued for cashat $0.001per sharefor the period ended August 31, 2016

 

4,000,000

4,000

-

-

4,000

 

 

 

 

 

 

Net loss

-

-

-

(2,232

)

(2,232

)

 

 

 

 

 

 

Balance, August 31, 2016

4,000,000

$

4,000

$

-

$

(2,232

)

$

1,768

 

 

 

 

 

 

 

 

 

 

 

Shares issued forcashfor the year ended August 31, 2017

 

811,500

811

14,969

-

15,780

 

 

 

 

 

 

Net loss

-

-

-

(2,098

)

(2,098

)

 

 

 

 

 

 

Balance, August 31, 2017

4,811,500

$

811

$

14,969

$

(2,098

)

$

15,450

11
Table of Contents

  

KALMIN CORP.

Statements of Operations

 

 

 

For the Years Ended

 

 

 

August31,

 

 

August 31,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

REVENUES

 

$25,766

 

 

$26,000

 

COST OF GOODS SOLD

 

 

13,511

 

 

 

6,030

 

GROSS PROFIT

 

 

12,255

 

 

 

19,970

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

General and administrative

 

$58,568

 

 

$22,068

 

Total Operating Expenses

 

 

58,568

 

 

 

22,068

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(46,313)

 

 

(2,098)

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$(46,313)

 

$(2,098)

 

 

 

 

 

 

 

 

 

Loss per Common Share - Basic and Diluted

 

$(0.01)

 

 

(0.00)

Weighted Average Common Shares Outstanding - Basic and Diluted

 

 

4,836,158

 

 

 

4,174,597

 

 

SeeThe accompanying notes toare an integral part of these audited financial statements.

 

17
12
Table of Contents

  


KALMIN CORP.

StatementStatements of Stockholders’ Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

 

Number of

Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - August 31, 2016

 

 

4,000,000

 

 

$4,000

 

 

$-

 

 

$(2,232)

 

$1,768

 

Common shares issued for cash

 

 

811,500

 

 

 

811

 

 

 

14,969

 

 

 

-

 

 

 

15,780

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,098)

 

 

(2,098)

Balance - August 31, 2017

 

 

4,811,500

 

 

$4,811

 

 

$14,969

 

 

$(4,330)

 

$15,450

 

Common shares issued for cash

 

 

25,000

 

 

 

25

 

 

 

475

 

 

 

-

 

 

 

500

 

Transfer of net liabilities upon change of control

 

 

-

 

 

 

-

 

 

 

14,960

 

 

 

-

 

 

 

14,960

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(46,313)

 

 

(46,313)

Balance - Aug 31, 2018

 

 

4,836,500

 

 

$4,836

 

 

$30,404

 

 

$(50,643)

 

$(15,403)

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

13
Table of Contents

KALMIN CORP.

Statements of Cash Flows

For the Year Ended August 31, 2017 and the Period From July 20, 2016 (inception) to August 31, 2016 (Audited)

 

 

For the Years Ended

 

 

 

August 31,

 

 

August 31,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(46,313)

 

$(2,098)

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

 

 

 

 

 

 

 

 

Depreciation

 

 

2,081

 

 

 

954

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

5,321

 

 

 

(8,303)

Inventory

 

 

12,877

 

 

 

(12,908)

Accounts payable and accrued liabilities

 

 

13,181

 

 

 

-

 

Customer deposits

 

 

1,700

 

 

 

-

 

Net cash used in operating activities

 

 

(11,153)

 

 

(22,355)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of equipment and furniture

 

 

-

 

 

 

(10,585)

Net cash used in investing activities

 

 

-

 

 

 

(10,585)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Net advances from director

 

 

6,632

 

 

 

20,600

 

Proceeds from sale of common stock

 

 

500

 

 

 

15,780

 

Net cash provided by financing activities

 

 

7,132

 

 

 

36,380

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

(4,021)

 

 

3,440

 

Cash and cash equivalents - beginning of period

 

 

4,021

 

 

 

581

 

Cash and cash equivalents - end of period

 

$-

 

 

$4,021

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for income taxes

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Non-Cash Investing and Financing Activity:

 

 

 

 

 

 

 

 

Transfer of net liabilities upon change of control

 

$14,960

 

 

$-

 

 

 

Year ended

August 31, 2017

Period From July 20, 2016 (inception) to August 31, 2016

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Net loss

$

(2,098

)

(2,232

)

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

 

 

 

Depreciation

 

954

-

Changes in operating assets and liabilities:

 

 

 

Prepaid expenses

 

(8,303

)

(2,040

)

Inventory

 

(12,908

)

-

Cash Flows Used In Operating Activities

 

(22,355

)

(4,272

)

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Purchase of equipment

 

(6,700

)

-

Purchase of furniture

 

(3,885

)

 

Cash Flows Used In Investing Activities

 

(10,585

)

-

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Advances from director

 

20,600

853

Proceeds from sale of common stock

 

15,780

4,000

Cash Flows Provided By Financing Activities

 

36,380

4,853

 

 

 

 

Net Increase In Cash

 

3,440

581

 

 

 

 

Cash, beginning of period

 

581

-

 

 

 

 

Cash, end of period

$

4,021

581

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

Interest paid

$

-

-

Income taxes paid

$

-

-

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

 

14
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See accompanying notes to these financial statements.

18


KALMIN CORP.

Notes to the Financial Statements

August 31, 2017 and 20162018

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Kalmin Corp. (“the Company”, “we”, “us” or “our”Company“) was incorporated on July 20, 2016 in the State of Nevada. We manufactureThe Company previously manufactured and sellsold the necessary equipment for drinking mate - kalabas and bombilla. Many options are available for the production of kalabas (calabash),

On May 4, 2018, as a traditional vessel for drinking yerba mate, and we choose to use wood and aluminum for reliability and durability. We start with kalabasesresult of a single typeprivate 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 will expand to a rangechange of cup sizes in the future.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 accounting principles,in the United States (“GAAP“), which contemplate continuation of the Company as a going concern. However, the Company had $26,000$25,766 revenues for the year ended August 31, 2017;2018; but incurred a net loss.loss of $46,313. 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 orto 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 SIGNIFCANTSIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

The Company prepares itsCompany’s financial statements have been prepared in conformity with generally accepted accounting principlesGAAP and are expressed in the United States of America. These principles require 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 revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.U.S. dollars. The Company’s fiscal year-end is August 31, 2018.

 

Cash and CashEquivalents Equivalents

All of the cash is maintained with the Bank of America, one of the major financial institutions in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. TheCompanyconsidersThe Company considers allhighlyliquidinvestmentswiththeoriginalmaturitiesofthreemonths highly liquid investments with the original maturities of three months orless less at the date of acquisition to be cash equivalents. There were no cash equivalents as of August 31, 2017 and 2016.equivalents.

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principlesGAAP 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.

 

19


KALMIN CORP.

Notes to the Financial Statements

August 31, 2017
15
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Inventories

Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (“FIFOFIFO“) method. Inventory of $31 was transferred upon the change of control of the Company on May 4, 2018, as the assets were returned to the previous owner.

 

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using the straight-line balance method over the assets estimated useful life of the assets.five years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property'sproperty’s useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriatedappropriate accounts and the resultantresulting gain or loss is included in net income. During the years ended August 31, 2018 and 2017, the depreciation expense was $2,081 and $954, respectively. Property and Equipment of $12,573 was transferred upon the change of control of the Company on May 4, 2018, as the assets were returned to the previous owner.

 

 

 

August 31,

2018

 

 

August 31,

2017

 

Machinery and equipment

 

$-

 

 

$6,700

 

Furniture

 

 

-

 

 

 

3,885

 

Less: accumulated amortization

 

 

-

 

 

 

(954)

Net property and equipment

 

$-

 

 

$9,631

 

Fair Value of Financial Instruments

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

 

Advertising

Advertising expenses consisted of marketing expenses and promotional activity expenses, and are recognized when incurred.Total advertising expense was $3,745$4,600 and $0$6,900 for the yearyears ended August 31, 2018 and 2017, and the period from July 20, 2016 (inception) to August 31, 2016, respectively.

 

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with ASC 605,Revenue Recognition following the five steps 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 four basicgood or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

a.

the customer simultaneously receives and consumes the benefits as the entity performs;

b.

the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or

c.

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.

16
Table of Contents

 

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 August 31, 20172018 and 2016,2017, there were no potentially dilutive debt or equity instruments issued or outstanding.

 

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations (see Note 6).

Currencies

The Company’s reporting and functional currencies are both the U.S. dollar. Foreign currency transaction gains and losses are included in other income (expense).

 

20


KALMIN CORP.

Notes to the Financial Statements

August 31, 2017Recent Accounting Pronouncements

 

RecentThe Company will adopt Accounting Pronouncements

We have reviewed allStandard Update (“ASU“) 2014-09, “Revenue from Contracts with Customers (Topic 606)“ as of September 1, 2018. ASU 2014-09 will replace most existing revenue recognition guidance in US GAAP when it becomes effective. Management has evaluated the recently issued, butimpact of the Company’s adoption of ASU 2014-09 on its financial statements and does not yet effective, accounting pronouncements and we do not believe any of these pronouncements willexpect the new standard to have a materialsignificant impact on its financial position, results of operations and related disclosures. To make this determination, management has identified the Company.contract with its customer, identified the performance obligations, determined the transaction price, allocated the transaction price to the performance obligations in the contract, and recognized revenue when the Company satisfies the performance obligation.

 

NOTE 4 – PROPERTY AND EQUIPMENTTRANSFER OF NET LIABILITIES 

 

As of August 31, 2017, property and equipment consistedOn May 4, 2018, as a result of the following:change of control of the Company, the Company transferred all of its assets and liabilities to its former director summarized as follows:

 

 

Useful Lives
(Years)

 

August 31, 2017

Machinery and equipment

5

$

6,700

Less accumulated depreciation

 

 

(760)

Furniture

 

 

3,885

Less accumulated depreciation

 

 

(194)

Net property and equipment

 

$

9,631

Net Liabilities Transferred

 

 

 

Inventory

 

$31

 

Property and equipment, net of accumulated depreciation

 

 

12,572

 

Accounts payable and accrued liabilities

 

 

(360)

Customer deposits

 

 

(1,700)

Advances from director

 

 

(25,503)

 

 

$(14,960)

Depreciation expense for the Year ended August 31, 2017 and the period from July 20, 2016 (inception) to August 30, 2016 was $954 and $0 respectively.

 

NOTE 5 – ADVANCE FROM DIRECTOR

 

In July 2016, the Company executed an agreement with the President to loan the Company an amount not more than $25,000. As of August 31, 2017, the Company’s President has advanced $21,453 to the Company. This advance iswas unsecured, non-interest bearing and due on demand.

NOTE 6 – COMMON STOCK

In April 2017, the Company issued 175,000 shares of common stock at $0.02 per share for cash proceeds of $3,371, net of issuance costs of $129.

In May 2017, the Company issued 206,500 shares of common stock at $0.02 per share for cash proceeds of $3,971, net of issuance costs of $159.

In June 2017, the Company issued 110,000 shares of common stock at $0.02 per share for cash proceeds of $2,078, net of issuance costs of $122.

In July 2017, the Company issued 180,000 shares of common stock at $0.02 per share for cash proceeds of $3,580, net of issuance costs of $20.

In August 2017, the Company issued 140,000 shares of common stock at $0.02 per share for cash proceeds of $2,780, net of issuance costs of $20.

On August 23, 2016 the Company issued 4,000,000 shares of common stock to a director for cash proceeds of $4,000 at $0.001 per share.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company has entered into a one-year rental agreement for office space for a $180 monthly fee, starting on September 1, 2016. On May 15, 2017, the Company signed an amendment to the rental agreement, extending the lease term for one year until September 1, 2018, with an option of furtherextension. Lease expenses for During the year ended August 31, 2017 and2018, the period from July 20, 2016 (inception) to August 31, 2016 were $2,160 and $0 respectively.

21


KALMIN CORP.

NotesCompany’s President advanced $13,232 to the Financial Statements

August 31, 2017

NOTE 8 – INCOME TAXES

As of August 31, 2017, the Company had net operating loss carry forwards of approximately $4,330 that may be available to reduce future years’ taxable income in varying amounts through 2036. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recordedmade a valuation allowance$6,600 repayment to him.

NOTE 6 – INCOME TAX

The Company provides for income taxes under ASC 740, Income Taxes. Under the deferred tax asset relating to these tax loss carry-forwards. The valuation allowance at August 31, 2017 was $1,472. The net change in valuation allowance during the year ended August 31, 2017 was $713. In assessing the realizabilityand liability method of ASC 740, deferred tax assets management considers whetherand liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that some portion or allthe Company will not realize tax assets through future operations.

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act“) resulting in significant modifications to existing law. The Company has considered the accounting impact of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  Management has determined that enough uncertainty exists relative to the realizationeffects of the deferred income tax asset balances to warrant the application of a full valuation allowance as of August 31, 2017.

The provision for federal income tax consists of the following: 

 

 

As of August 31, 2017

 

 

As of August 31, 2016

 

Non-current deferred tax assets attributable to:

 

 

 

 

 

 

Net operating loss carry forward

$

1,472

 

$

759

 

Valuation allowance

 

(1,472

)

 

 

(759

)

Net deferred tax assets

$

-

 

$

-

 


The actual tax benefit at the expected rate of 34% differs from the expected tax benefit forAct during the year ended August 31, 20172018 including a reduction in the corporate tax rate from 34% to 21% among other changes.

17
Table of Contents

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the period from July 20, 2016 (inception)new statutory rate of 21% to the income tax amount recorded as of August 31, 20162018 and August 31, 2017 are as follows:

 

 

 

Year ended

August 31, 2017

 

 

Period From July 20, 2016 (inception) to August 31, 2016

 

Computed “expected” tax expense (benefit) at 34%

$

(713

)

 

$

(759

)

Change in valuation allowance

 

713

 

 

759

 

Actual tax expense (benefit)

$

-

 

 

-

 

 

 

August 31,

 

 

August 31,

 

 

 

2018

 

 

2017

 

Net operating loss carryforward

 

$50,643

 

 

$4,330

 

Effective tax rate

 

 

21%

 

 

34%

Deferred tax asset

 

 

10,635

 

 

 

1,472

 

Less: Valuation allowance

 

 

(10,635)

 

 

(1,472)

Net deferred asset

 

$-

 

 

$-

 

The change in the valuation allowance during the years ended August 31, 2018 and 2017 was $9,163 and $713, respectively.

As of August 31, 2018, the Company had $50,643 in net operating losses (“NOLs“) that may be available to offset future taxable income, which begin to expire in 2036. In accordance with Section 382 of the U.S. Internal Revenue Code. The usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2016 through 2018 are subject to review by the tax authorities.

The changes in deferred tax assets related to the changes in tax rates are as follows:

 

 

Tax Rate at 21%

 

 

Tax Rate at 34%

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Year Ended August 31, 2017

 

$441

 

 

$713

 

 

$(273)

Year Ended August 31, 2018

 

$9,726

 

 

$15,746

 

 

$(6,021)

 

NOTE 97 – SUBSEQUENT EVENTS

 

The CompanyManagement has analyzed its transactionsevaluated subsequent to August 31, 2017 toevents through the date these financial statements were issued for consideration of anyavailable to be issued. Based on our evaluation no material subsequent events to disclose in these financial statements, other than shares issuance of common stock. In connection with the appointment of Karel Astride Oulai, on September 20, 2017, Ms. Oulai will be issued with 1,000,000 shares of the Company’s common stock for her services through the end of Company’s fiscal year on August 31, 2018. The exercise price of the stock options is $0.001 per share.have occurred that require disclosure.

 

22
18
Table of Contents


Item 9. Changes Inin and Disagreements withWith Accountants on Accounting and Financial Disclosure

 

NoneNone.

 

Item 9A (T)9A. Controls and Procedures

Disclosure Controls and Procedures.

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of our principal executive and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.

 

Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’sOur company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including theour Chief Executive Officer, and Chief Financial Officer, the Companyour company conducted an evaluation of the effectiveness of the Company’sour company’s internal control over financial reporting as of August 31, 20172018 using the criteria established in “Internal Control - Integrated Framework”Framework“ issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"(“COSO“).

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’sour company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of August 31, 2017, the Company2018, our company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

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

2.We did not maintain appropriate cash controls – As of August 31, 2017, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

3.We did not implement appropriate information technology controls – As at August 31, 2017, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

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

2.We did not maintain appropriate cash controls – As of August 31, 2018, our company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on our company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that our company had limited transactions in their bank accounts.

3.We did not implement appropriate information technology controls – As at August 31, 2018, our company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of our company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

 

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

 

As a result of the material weaknesses described above, management has concluded that the Companyour company did not maintain effective internal control over financial reporting as of August 31, 20172018 based on criteria established in Internal Control- Integrated Framework issued by COSO.

23

 


19
Table of Contents

 

System of Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2017.2018. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 

Changes in Internal Control over Financial Reporting

 

There was no change in the Company’sour company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’sour company’s internal control over financial reporting.

 

Item 9B. Other Information.Information

 

None.

 

20
Table of Contents

PART III

 

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

 

Thename, age and titlesAll directors of our executiveofficer anddirector are as follows:

Name andAddress of Executive

Officerand/orDirector

Age

Position

Jose Galarza

Alberdi 1045 Caacupe, Paraguay

22

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)

Jose Galarza has acted as our President, treasurer, secretary and director since our incorporation on July 20, 2016. There was no any arrangement or understanding between Mr. Galarza and any other person(s) pursuant to which he was selected as a director of the company. Last job of Mr. Galarza was working as a freelancer in creating and modeling of 3D objects such as prototypes of toys, furniture, vases and dishes. Mr. Galarza is currently engaged only in operation of Kalmin Corp. and he does not have any other job or business activities except our company. Mr. Galarza owns 83% of the outstanding shares of our common stock. As such, it was unilaterally decided that Mr. Galarza was going to be our sole President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. Mr. Galarza intends to spend 75% of his time toplanning and organizing activities of Kalmin Corp., which means he will devote approximately 20 hours per week to the company’s business.

24


During the past ten years, Mr. Galarza has not been the subject to any of the following events:

1.         Any bankruptcy petition filed by or against any business of which Mr. Galarza was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

2.         Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3.         An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Galarza’s involvement in any type of business, securities or banking activities.

4.         Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to violate a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

5.         Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

6.         Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

7.         Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i.          Any Federal or State securities or commodities law or regulation; or

ii.         Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.         Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.         Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

TERM OF OFFICE

Our director is appointed tocompany hold office until the next annual meeting of our stockholdersthe security holders or until his respective successor istheir successors have been elected and qualified,qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or until he resignsremoval from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name

Position Held with the Company

Age

Date First Elected or Appointed

Teddy Chen An

Chief Executive Officer, President, Secretary and Treasurer

36

May 4, 2018

Business Experience

The following is removed in accordance with the provisionsa brief account of the Nevada Revised Statues.education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

DIRECTOR INDEPENDENCETeddy Chen An – President, Chief Executive Officer, Secretary, Treasurer and Director

Teddy Chen An graduated from Guangzhou University with a Master’s Degree in Financial Management in 2006 and also has a Bachelor of Science in Finance Management form Jinan University in 2004. He has experience in numerous accounting and financial management positions in a variety of different companies. He started his career as a finance executive in Guangzhou Elsca Trade Co Ltd for 5 years from 2006 to 2011, then moving on to Mingzhi Accounting and Tax Consultation as a senior auditor from 2011 to 2015. He last served as the Finance Director of Rich International, a leading Apparel & Fashion export company based in China from 2015 - 2018.

Our company believes that Mr. An’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our company.

21
Table of Contents

Employment Agreements

We have no formal employment agreements with any of our directors or officers.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1.been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

2.had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

3.been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

4.been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

5.been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

6.been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

22
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Compliance with Section 16(A) of the Securities Exchange Act of 1934

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act“). Accordingly, our executive officers and directors and persons who own more than 10% of a registered class of our equity securities are not subject to the beneficial ownership reporting requirements of Section 16(1) of the Exchange Act.

Code of Ethics

We have not adopted a Code of Business Conduct and Ethics.

Board and Committee Meetings

Our board of directors is currently composedheld no formal meetings during the year ended August 31, 2018. All proceedings of one member, Jose Galarza, whothe board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Colorado Revised Statutes and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Nomination Process

As of August 31, 2018, we did not effect any material changes to the procedures by which our shareholders August recommend nominees to our board of directors. Our board of directors does not qualify as an independenthave a policy with regards to the consideration of any director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that thedirector is not, and has not been for at least three years, one ofcandidates recommended by our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, ourshareholders. Our board of directors has not made a subjective determination as to each directordetermined that no existing relationships which,it is in the opinionbest position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors, would interfere withdirectors. If shareholders wish to recommend candidates directly to our board, they do so by sending communications to the exercisepresident of independent judgment in carrying outour company at the responsibilitiesaddress on the cover of this annual report.

Audit Committee

Currently our audit committee consists of our entire board of directors. We do not have a standing audit committee as we currently have limited working capital and minimal revenues. Should we be able to raise sufficient funding to execute our business plan, we will form an audit, compensation committee and other applicable committees utilizing our directors’ expertise.

Audit Committee Financial Expert

Currently our audit committee consists of our entire board of directors. We do not currently have a director though such subjective determinationwho is required byqualified to act as the NASDAQ rules. Had our boardhead of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to our management and us.audit committee.

25


Item 11. Executive Compensation

 

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid,earned or accrued for services by our Executive Officer as of August 31, 2017:

Summary Compensation Table

Name and

Principal

Position

 

Year

 

Salary

($)

 

 

Bonus

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

Nonqualified

Deferred

Compensation

($)

 

 

All Other

Compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jose Galarza President and Treasurer

 

August 31, 2017

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

-0-

 

 

 

-0-

 

                                  

Mr. Galarza currently devotes approximately 75% of his time to manage the affairs of the company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amountparticulars of the compensation will be. paid to the following persons:

(a)our principal executive officer;

(b)each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended August 31, 2018 and 2017; and

(c)up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended August 31, 2018 and 2017, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

23
Table of Contents

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary

($)

Bonus

($)

Stock Awards ($)

Option Awards

($)

Non-Equity Incentive Plan Compensa-tion

($)

Change in Pension

Value and Nonqualified Deferred Compensa-tion Earnings

($)

All

Other Compensa-tion

($)

Total ($)

Teddy Chen An(1)President,

CEO, Secretary,

2018

-

-

-

-

-

-

-

-

Treasurer and Director

2017

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Jose Maria Galarza Gaona(2)

2018

-

-

-

-

-

-

-

-

Former President and Director

2017

-

-

-

-

-

 -

 -

 -

Karel Astride Oulai(3)

2018

-

-

-

-

-

-

-

-

Former Secretary and Treasurer

2017

-

-

-

-

-

-

-

-

_________

(1)Teddy Chen An was appointed President, Chief Financial Officer, Secretary and Treasurer on May 4, 2018.
(2)Jose Mari Galarza Gaona was appointed President and Director on July 20, 2016 and resigned all positions on May 4, 2018.
(3)Karel Astride Oulai was appointed Secretary and Treasurer on September 14, 2018 and resigned all positions on May 4, 2018.

There are no annuity,arrangements or plans in which we provide pension, retirement or retirementsimilar benefits proposedfor directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the officer or director or employeesdiscretion of our board of directors.

Grants of Plan-Based Awards

During the fiscal year ended August 31, 2018 we did not grant any stock options.

Option Exercises and Stock Vested

During our fiscal year ended August 31, 2018 there were no options exercised by our named officers.

24
Table of Contents

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the eventfuture to receive stock options to purchase shares of our common stock as awarded by our board of directors.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement at normal retirement dateor similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to any presently existing plan providedwhich cash or contributednon-cash compensation is or may be paid to byour directors or executive officers, except that stock options may be granted at the companydiscretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of its subsidiaries, if any.

Director Compensation

The following tables set forth director compensation asour company during the last two fiscal years, is or has been indebted to our company by way of August 31, 2017:guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Name

 

Fees

Earned

or Paid

in Cash

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

Nonqualified

Deferred

Compensation

Earnings

($)

 

 

All Other

Compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jose Galarza

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

                             

26


 

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

 

The following table sets forth, as of November 28, 2018, certain information concerningwith respect to the number of sharesbeneficial ownership of our common stock owned beneficially as of August 31, 2017: (i)and preferred shares by each person (including any group) knew toshareholder known by us to ownbe the beneficial owner of more than five percent (5%) of any class5% of our voting securities, (ii)common and preferred shares, as well as by each of our director,current directors and or (iii) our officer. Unless otherwise indicated, the stockholder listed possessesexecutive officers as a group. Each person has sole voting and investment power with respect to the shares shown.of common and preferred stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common and preferred stock, except as otherwise indicated.

 

Title of Class

Name and Address of

Beneficial Owner

 

Amount and Nature of

Beneficial Ownership

Percentage of Class(1)(2)(3)(4)(5)(6)

Teddy Chen An 8 The Green, Suite #5140 Dover DE 19901

Nil

Nil

Directors and Executive Officers as a Group

 

PercentageNil

 

Nil

Greenfields International Limited

3Rd Floor, 14 Hanover Street

Mayfair, London United Kingdom W1S 1YH

 

4,000,000 Common

 

 

82.70%

5% shareholders as a group

 

4,000,000 Common

 

Common Stock

 

Jose Galarza, Alberdi 1045 Caacupe, Paraguay82.70%

 

__________

(1)

4,000,000Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock (direct)actually outstanding on November 28, 2018. As of November 28, 2018 there were 4,836,500 shares of our company’s common stock issued and outstanding.

83

%

25

83

%

Table of Contents

 

(1)A beneficial ownerChanges in Control

We are unaware of a security includes any person who, directly or indirectly, through any contract or other arrangement understanding, relationship, or otherwise hasprovisions of our Articles or shares: (i) voting power, which includesBylaws the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date asoperation of which the information is provided. In computing the percentage ownershipmay at a subsequent date result in a change of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of August 31, 2017, there were 4,811,500 sharescontrol of our common stock issued and outstanding.company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

 

Future sales by existing stockholders

A total of 4,000,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act.

As we are a “shell company” as that term is defined by the applicable federal securities laws, because of the nature and amount of our assets and our very limited operations, applicable provisions of Rule 144 specify that during that time that we are a “shell company” and for a period of one year thereafter, holders of our restricted securities cannot sell those securities in reliance on Rule 144. As result, one year after we cease being a “shell company”, assuming we are current in our reporting requirements with the Securities and Exchange Commission, holders of our restricted securities may then sell those securities in reliance on Rule 144 (provided, however, those holders satisfy all of the applicable requirements of that rule). For us, to cease being a “shell company”, we must have more than nominal operations history and more assets and revenues.

Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There is one holder of record for our commonstock. The record holder is our sole officer and director who own 4,000,000 restricted shares of our common stock.

27


Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Jose Galarza isExcept as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our officer, director, control person and promoter and he shall receive no compensationcommon stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended August 31, 2018, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the placementlast three completed fiscal years.

During the year ended August 31, 2018, the Company’s President advanced $13,232 to the Company and the Company has made a $6,600 repayment to him.

Director Independence

We currently act with one director, consisting of Teddy Chen An. We have determined that none of our directors is an independent director, as that term is used in Rule 4200(a)(15) of the offering. There is no any promoter(s)Rules of the company other than Mr. Galarza.

On August 23, 2016 we issued a totalNational Association of 4,000,000 shares of restricted common stock to Jose Galarza in consideration of $4,000. Further, Mr. Galarza has advanced funds to us. Mr. Galarza will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Galarza. Jose Galarza will be repaid from revenues of operations if and when we generate significant revenues to pay the obligation. There is no assurance that we will ever generate significant revenues from our operations. The obligation to Mr. Galarza does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Galarza or the repayment of the funds to Mr. Galarza. We have a verbal agreement with Mr. Galarza that, if necessary, he will loan the company funds to complete the registration process.Securities Dealers.

 

AsCurrently our audit committee consists of August 31, 2017 our company Kalmin Corp.entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has generated revenuesnot been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

From inception to present date, we believe that the members of $26,000 from selling our kalabasesaudit committee and bombillas tothe board of directors have been and are collectively capable of analyzing and evaluating our customers.financial statements and understanding internal controls and procedures for financial reporting.

 

Item 14. Principal AccountantAccounting Fees and Services

 

Our independent auditor, Accell Audit & Compliance, PA,The aggregate fees billed an aggregate of $9,500for the most recently completed fiscal year ended August 31, 20172018 and for professional services rendered for the audit of the Company’s annual financial statements. Our previous independent auditor, GBH CPAs, PC, billed during the fiscal year ended August 31, 2017 approximately $10,100 for professional services renderedin connection with by the principal accountant for the audit of our August 31, 2016annual financial statements and forreview of the reviews of our financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the quarters ended November 30, 2016, February 28, 2017, and May 31, 2017.these fiscal periods were as follows:

 

 

 

Year Ended

 

 

 

August 31,

2018

 

 

August 31,

2017

 

Audit Fees

 

$15,000

 

 

$17,000

 

Audit Related Fees

 

$

Nil

 

 

$

Nil

 

Tax Fees

 

Nil

 

 

Nil

 

All Other Fees

 

Nil

 

 

Nil

 

Total

 

$15,000

 

 

$17,000

 

We do not have an audit committee and as a result our board of directors performs the duties of an audit committee.

Our board of directors evaluates the scope and costpre-approves all services provided by our independent auditors. All of the engagementabove services and fees were reviewed and approved by the board of an auditordirectors either before or after the auditor rendersrespective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit and non-audit services.is compatible with maintaining our independent auditors’ independence.

26
Table of Contents

PART IV

 

PART IVItem 15. Exhibits, Financial Statement Schedules

 

Item 15. Exhibits
(a)Financial Statements

 

The following exhibits are included as part of this report by reference:

 

(1)

31.1 

CertificationFinancial statements for our company are listed in the index under Item 8 of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

this document.

 

 

 

32.1 

(2)

Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b)All financial statement schedules are omitted because they are not applicable, not material or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

required information is shown in the financial statements or notes thereto.

 

(b)Exhibits

Exhibit Number

Description

(31)

Rule 13a-14 (d)/15d-14d) Certifications

31.1*

Section 302 Certification by the Principal Executive Officer

(32)

Section 1350 Certifications

32.1**

Section 906 Certification by the Principal Executive Officer

101**

Interactive Data File

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

_________

*Filed herewith

**

Furnished herewith

27
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28SIGNATURES

 


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1933,1934, the registrant has duly caused this registration statementreport to be signed on its behalf by the undersigned, thereuntothereto duly authorized in the Caacupe, Paraguay on December 6, 2017.authorized.

By:

/s/KALMIN CORP.

Jose Galarza

(Registrant)

 

 

Name:

Jose Galarza

 

Dated: November 29, 2018

/s/ Teddy Chen An

 

Title:Teddy Chen An

President, Chief Executive Officer,

Secretary, Treasurer Secretary and Director (Principal

(Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer)

 

29Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Dated: November 29, 2018

/s/ Teddy Chen An

Teddy Chen An

President, Chief Executive Officer,

Secretary, Treasurer and Director

(Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer)

28