klmn_10q.htm

0001640334-18-001521.txt : 20180809 0001640334-18-001521.hdr.sgml : 20180809 20180809172202 ACCESSION NUMBER: 0001640334-18-001521 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 31 CONFORMED PERIOD OF REPORT: 20180531 FILED AS OF DATE: 20180809 DATE AS OF CHANGE: 20180809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KALMIN CORP. CENTRAL INDEX KEY: 0001685570 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, FOIL & COATED PAPER BAGS [2673] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-214638 FILM NUMBER: 181006396 BUSINESS ADDRESS: STREET 1: ALBERDI 1045 CITY: CAACUPE STATE: R4 ZIP: 3000 BUSINESS PHONE: 17028794171 MAIL ADDRESS: STREET 1: ALBERDI 1045 CITY: CAACUPE STATE: R4 ZIP: 3000 10-Q 1 klmn_10q.htm FORM 10-Q klmn_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended May 31, 2018

¨	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

Kalmin Corp.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		37-1832675
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

8 The Green, Suite #5140, Dover, DE 19901

(Address of Principal Executive Offices) (Zip Code)

302-782-9788

(Registrant’s Telephone Number, Including Area Code)

Alberdi 1045, Caacupe, Paraguay, 702-879-4171

(Former Address and Telephone Number)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)		Emerging 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. o

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

As of July 20, 2018, there were 4,836,500 shares of the registrant’s common stock outstanding.

Kalmin Corp.

PART I	Financial Information
ITEM 1	Financial Statements	3
ITEM 2	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	9
ITEM 3	Quantitative And Qualitative Disclosures About Market Risk	13
ITEM 4	Controls And Procedures	13

PART II	OTHER INFORMATION
ITEM 1	Legal Proceedings	14
ITEM 1A	Risk Factors	14
ITEM 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	14
ITEM 3	Defaults Upon Senior Securities	14
ITEM 4	Mine Safety Disclosures	14
ITEM 5	Other Information	14
ITEM 6	Exhibits	15
	Signatures	16

2

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

KALMIN CORP.

Balance Sheets

	May 31, 2018			August 31, 2017
	(Unaudited)
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	$	10,247		$	-
Customer deposits		-			-
Advances from director		-			21,453
TOTAL LIABILITIES		10,247			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		25,404			14,969
Accumulated deficit		(40.487	)		(4,330	)
Total stockholders’ (deficit) equity		(10,247	)		15,450
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	-		$	36,903

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

3

Table of Contents

KALMIN CORP.

Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	May 31,			May 31,			May 31,			May 31,
	2018			2017			2018			2017

REVENUES	$	-		$	16,600		$	25,766		$	21,900
COST OF GOODS SOLD		-			3,044			13,511			3,874
GROSS PROFIT		-			13,556			12,255			18,026

OPERATING EXPENSES
General and administrative	$	12,749		$	15,078		$	48,412		$	24,509
Total Operating Expenses		12,749			15,078			48,412			24,509

LOSS FROM OPERATIONS		(12,749	)		(1,522	)		(36,157	)		(6,483	)

Provision for Income Taxes		-			-			-			-

NET LOSS	$	(12,749	)	$	(1,522	)	$	(36,157	)	$	(6,483	)

Loss per Common Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)		(0.00	)
Weighted Average Common Shares Outstanding - Basic and Diluted		4,836,500			4,101,902			4,836,042			4,034,341

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

4

Table of Contents

KALMIN CORP.

Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended
	May 31,			May 31,
	2018			2017

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(36,157	)	$	(6,483	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		2,081			516
Changes in operating assets and liabilities:
Prepaid expenses		5,321			705
Inventory		12,877			(5,709	)
Accounts payable and accrued liabilities		10,607			1,600
Customer deposits		1,700			-
Net cash used in operating activities		(3,571	)		(9,371	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment		-			(3,436	)
Net cash used in investing activities		-			(3,436	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net after advances from (repayment to) director		(950	)		7,600
Proceeds from sale of common stock		500			7,342
Net cash provided by (used in) financing activities		(450	)		14,942

Net increase (decrease) in cash and cash equivalents		(4,021	)		2,135
Cash and cash equivalents - beginning of period		4,021			581
Cash and cash equivalents - end of period	$	-		$	2,716

Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-Cash Investing and Financing Activity:
Transfer of net assets upon change of control	$	9,960		$	-

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

5

Table of Contents

KALMIN CORP.

Notes to the Financial Statements

May 31, 2018

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

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

On May 4, 2018, as a result of a private transaction, the control block of voting stock of the Company, represented by 4,000,000 shares of common stock, was transferred from Jose Maria Galarza Gaona to Greenfields International Limited, and a change of control of Kalmin Corp. has occurred.

Upon the change of control of the Company, the existing directors and officers resigned immediately. Accordingly, Jose Maria Galarza Gaona, serving as director and President and Karel Astride Oulai, serving as Treasurer and Secretary, ceased to be the Company’s officers and directors. At the effective date of the transfer, Teddy Chan 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 generally accepted accounting principles (“GAAP”), which contemplate continuation of the Company as a going concern. However, the Company had $25,766 revenues for the nine months ended May 31, 2018; but incurred a net loss of $36,157. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors to become financially viable and continue as a going concern. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended May 31, 2018 are not necessarily indicative of the results that may be expected for the year ending August 31, 2018. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2017 have been omitted. These interim financial statements are condensed and should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended August 31, 2017 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on December 6, 2017.

6

Table of Contents

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.

Use of Estimates

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

Inventories

Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (“FIFO”) method. Inventory of $31 was written off 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 method over the assets estimated useful life of five years. 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 appropriate accounts and the resulting gain or loss is included in net income. 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.

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 $4,600 and $6,900 for the nine months ended May 31, 2018 and 2017, respectively.

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 May 31, 2018 and 2017, there were no potentially dilutive debt or equity instruments issued or outstanding.

7

Table of Contents

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

The Company will adopt Accounting Standard 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 impact of the Company’s adoption of ASU 2014-09 on its financial statements and does not expect the new standard to have a significant impact on its financial position, results of operations and related 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 the performance obligations in the contract, and recognized revenue when the Company satisfies the performance obligation.

NOTE 4 – 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. This advance was unsecured, non-interest bearing and due on demand. During the nine months ended May 31, 2018, the Company’s President advanced $5,650 to the Company and the Company has made a $6,600 repayment to him. Advances from director of $20,503 were assumed by the new director upon the change of control of the Company on May 4, 2018.

NOTE 5 – COMMON STOCK

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

Year Ended August 31, 2017

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.

Nine Months Ended May 31, 2018

In September 2017, the Company issued 25,000 shares of common stock at $0.02 per share for cash proceeds of $500.

NOTE 6 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no other material events have occurred that require disclosure.

8

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Three Months Ended May 31, 2018 Compared to Three Months Ended May 31, 2017

	Three Months		Three Months
	Ended		Ended
	May 31,		May 31,
	2018		2017		Changes

Revenues	$	-	$	16,600	$	(16,600	)
Cost of Goods Sold	$	-	$	3,044	$	(3,044	)
Operating Expenses	$	12,749	$	15,078	$	(2,329	)
Net Loss	$	12,749	$	1,522	$	11,227

We recognized revenue of $0 and cost of sales of $0 for the three months ended May 31, 2018, compared to $16,600 and $3,044 for the three months ended May 31, 2017. During the three months ended May 31, 2018, the Company underwent a change of control and the Company was currently evaluating its future strategic business plans.

Operating expenses were $12,749 for the three months ended May 31, 2018, compared to $15,078 for the three months ended May 31, 2017.

We incurred a net loss in the amount of $12,749 and $1,522 for the three months ended May 31, 2018 and 2017, respectively.

Nine Months Ended May 31 2018 Compared to Nine Months Ended May 31, 2017

	Nine Months		Nine Months
	Ended		Ended
	May 31,		May 31,
	2018		2017		Changes

Revenues	$	25,766	$	21,900	$	3,866
Cost of Goods Sold	$	13,511	$	3,874	$	9,637
Operating Expenses	$	48,412	$	24,509	$	23,903
Net Loss	$	36,157	$	6,483	$	29,674

We recognized revenue of $25,766 and cost of sales of $13,511 for the nine months ended May 31, 2018, compared to $21,900 and $3,874 for the nine months ended May 31, 2017.

Operating expenses were $48,412 for the nine months ended May 31, 2018, compared to $24,509 for the nine months ended May 31, 2017, due to an increase in professional fees.

9

Table of Contents

We incurred a net loss in the amount of $36,157 and $6,483 for the nine months ended May 31, 2018 and 2017, respectively.

Liquidity and Capital Resources

Working Capital

	As of			As of
	May 31,			August 31,
	2018			2017		Changes

Current Assets	$	-		$	27,272	$	(27,272	)
Current Liabilities	$	10,247		$	21,453	$	(11,206	)
Working Capital (Deficiency)	$	(10,247	)	$	5,819	$	(16,066	)

As of May 31, 2018, we had a working capital deficit of $10,247 compared to a working capital of $5,819 as of August 31, 2017.

As of May 31, 2018, we had no current assets with all assets being written off 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 May 31, 2018, we had current liabilities of $10,247 for accounts payable and accrued liabilities, as compared to current liabilities of $21,453 as of August 31, 2017, for advances from director of $21,453.

Cash Flows

	Nine Months			Nine Months
	Ended			Ended
	May 31,			May 31,
	2018			2017			Changes

Net cash used in operating activities	$	(3,571	)	$	(9,371	)	$	5,800
Net cash used in investing activities		-			(3,436	)		3,436
Net cash provided by (used in) financing activities	$	(450	)	$	14,942		$	(15,392	)
Net increase (decrease) in cash and cash equivalents	$	(4,021	)	$	2,135		$	(6,156	)

Cash Flow from Operating Activities

For the nine months ended May 31, 2018, net cash used in operating activities was $3,571, related to our net loss of $36,157, 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 $10,607 and an increase in customer deposits of $1,700.

For the nine months ended May 31, 2017, net cash used in operating activities was $9,371, related to our net loss of $6,483 which was increased by an increase in inventory of $5709 and was offset by the depreciation expense of $516, a decrease in prepaid expenses of $705 and an increase in accounts payable and accrued liabilities of $1,600.

10

Table of Contents

Cash Flow from Investing Activities

For the nine months ended May 31, 2018, net cash provided by investing activities was $0, as compared to net cash used in investing activities of $3,436 for the nine months ended May 31, 2017 from the purchase of equipment.

Cash Flow from Financing Activities

For the nine months ended May 31, 2018, net cash used in financing activities was $450, attributed to the repayment to the director of $950 offset by the proceeds from the sale of issuance of common stock of $500.

For the nine months ended May 31, 2017, net cash provided from the financing activities was $14,942 attributed to the advancement from the director of $7,600 and the proceeds from the issuance of common stock of $7,342.

Going Concern

There is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have not generated sufficient revenues to cover operating costs or raised enough funds. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from sources. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings. At this time, however, our company does not have definitive plans to raise additional funds by way of the sale of additional securities.

Critical Accounting Policies

Basis of presentation

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended May 31, 2018 are not necessarily indicative of the results that may be expected for the year ending August 31, 2018. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2017 have been omitted. These interim financial statements are condensed should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended August 31, 2017 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on December 6, 2017.

Cash and Cash Equivalents

Use of Estimates

11

Table of Contents

Inventories

Depreciation, Amortization, and Capitalization

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

Revenue Recognition

Earnings (Loss) Per Share

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).

12

Table of Contents

Recent Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company”, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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 May 31, 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 as a result of the following material weaknesses:

The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. 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’s annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended May 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

13

Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of the date of this Quarterly Report, management is not aware of any legal proceedings that are pending, threatened or contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings.

ITEM 1A. RISK FACTORS

Not required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of equity securities during the quarter ended May 31, 2018.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of our Company.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

14

Table of Contents

ITEM 6. EXHIBITS

Exhibits:

31.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

32.1

Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

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 Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

15

Table of Contents

SIGNATURES

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

	KALMIN CORP.

Dated: August 9, 2018	By:	/s/ Teddy Chen An
	Name:	Teddy Chen An
	Title:	Chief Executive Officer, President, Treasurer, Secretary and Director

EX-31.1 2 klmn_ex311.htm CERTIFICATION klmn_ex311.htm

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

I, Teddy Chen An, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Kalmin Corp.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 9, 2018	By:	/s/ Teddy Chen An
	Name:	Teddy Chen An
	Title:	President and Chairman of the Board
		(principal executive officer and principal financial and accounting officer)

EX-32.1 3 klmn_ex321.htm CERTIFICATION klmn_ex321.htm

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Kalmin Corp. (the “Company”) on Form 10-Q for the period ended May 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Teddy Chen An, President and Chairman of the Board of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

	1.	The Report fully complies with requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 9, 2018	By:	/s/ Teddy Chen An
	Name:	Teddy Chen An
	Title:	President and Chairman of the Board
		(principal executive officer and
		principal financial and accounting officer)

EX-101.INS 4 klmn-20180531.xml XBRL INSTANCE DOCUMENT 0001685570 2017-09-01 2018-05-31 0001685570 2018-07-20 0001685570 2017-08-31 0001685570 2018-03-01 2018-05-31 0001685570 2017-03-01 2017-05-31 0001685570 2016-09-01 2017-05-31 0001685570 2017-04-30 0001685570 2017-05-31 0001685570 2017-06-30 0001685570 2017-07-31 0001685570 2017-09-30 0001685570 2018-05-31 0001685570 2016-08-31 0001685570 klmn:JoseMariaGalarzaGaonaMember 2018-05-04 0001685570 us-gaap:PresidentMember 2016-07-01 2016-07-31 0001685570 us-gaap:PresidentMember 2017-09-01 2018-05-31 0001685570 us-gaap:PresidentMember 2018-05-31 0001685570 2018-05-04 0001685570 2017-04-01 2017-04-30 0001685570 2017-05-01 2017-05-31 0001685570 2017-06-01 2017-06-30 0001685570 2017-07-01 2017-07-31 0001685570 2017-08-01 2017-08-31 0001685570 2017-09-01 2017-09-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 10-Q false 2018-05-31 2018 Q3 KALMIN CORP. 0001685570 --08-31 Smaller Reporting Company 4836500

36903

9631

27272

12908

10343

4021

2716

581

21453

10247

21453 20503

10247

36903

15450

-10247

-4330

-40487

14969

25404

4811

4836

0.001

75000000

4811500

4836500

4811500

4836500

12255

13556

18026

13511

3044

3874

25766

16600

21900

-0.01

-0.00

-36157

-12749

-1522

-6483

48412

12749

15078

24509

48412

12749

15078

24509

2081

516

5321

705

10607

1600

1700

-3571

-9371

-3436

-950 7600

500

7342

-450

14942

-4021

2135

9960

3436

36157

12749

1522

6483

Kalmin Corp. (“the Company”, “we”, “us” or “our”) was incorporated on July 20, 2016 in the State of Nevada. We previously manufactured and sold the necessary equipment for drinking mate - kalabas and bombilla.   On May 4, 2018, as a result of a private transaction, the control block of voting stock of the Company, represented by 4,000,000 shares of common stock, was transferred from Jose Maria Galarza Gaona to Greenfields International Limited, and a change of control of Kalmin Corp. has occurred.   Upon the change of control of the Company, the existing directors and officers resigned immediately. Accordingly, Jose Maria Galarza Gaona, serving as director and President and Karel Astride Oulai, serving as Treasurer and Secretary, ceased to be the Company’s officers and directors. At the effective date of the transfer, Teddy Chan 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.

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”), which contemplate continuation of the Company as a going concern. However, the Company had $25,766 revenues for the nine months ended May 31, 2018; but incurred a net loss of $36,157. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors to become financially viable and continue as a going concern. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Basis of presentation   The accompanying unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended May 31, 2018 are not necessarily indicative of the results that may be expected for the year ending August 31, 2018. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2017 have been omitted. These interim financial statements are condensed and should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended August 31, 2017 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on December 6, 2017.   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.   Use of Estimates   The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.   Inventories   Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (“FIFO”) method. Inventory of $31 was written off 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 method over the assets estimated useful life of five years. 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 appropriate accounts and the resulting gain or loss is included in net income. 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.   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 $4,600 and $6,900 for the nine months ended May 31, 2018 and 2017, respectively.   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 May 31, 2018 and 2017, 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   The Company will adopt Accounting Standard 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 impact of the Company’s adoption of ASU 2014-09 on its financial statements and does not expect the new standard to have a significant impact on its financial position, results of operations and related 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 the performance obligations in the contract, and recognized revenue when the Company satisfies the performance obligation.

In July 2016, the Company executed an agreement with the President to loan the Company an amount not more than $25,000. This advance was unsecured, non-interest bearing and due on demand. During the nine months ended May 31, 2018, the Company’s President advanced $5,650 to the Company and the Company has made a $6,600 repayment to him. Advances from director of $20,503 were assumed by the new director upon the change of control of the Company on May 4, 2018.

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no other material events have occurred that require disclosure.

The Company has 75,000,000 authorized common shares at $0.001 par value.   Year Ended August 31, 2017   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.   Nine Months Ended May 31, 2018   In September 2017, the Company issued 25,000 shares of common stock at $0.02 per share for cash proceeds of $500.