10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended November 30, 2019
or
¨	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)	(IRS Employer Identification No.)

Osterbrogade 226 st. tv, Copenhagen, Denmark	2100
(Address of principal executive offices)	(Zip Code)

302-782-4171

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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. x YES      ¨ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). x YES     ¨ NO

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,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
		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. ¨

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ¨ YES     ¨ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

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

4,836,500 common shares issued and outstanding as of January 8, 2020.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II - OTHER INFORMATION		14
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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

KALMIN CORP.

Consolidated Balance Sheets

	November 30,			August 31,
	2019			2019
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	2,790		$	1,848
Accounts receivable		330			478
Total Current Assets		3,120			2,326
		-			-
TOTAL ASSETS	$	3,120		$	2,326
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	8,950		$	8,650
Advances from director		62,590			46,240
TOTAL LIABILITIES		71,540			54,890
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.001 per share, 75,000,000 shares authorized, 4,836,500 shares issued and outstanding		4,836			4,836
Additional paid-in capital		26,101			26,101
Retained earnings from discontinued operations		29,190			29,190
Accumulated deficit		(128,547	)		(112,691	)
Total Stockholders’ Deficit		(68,420	)		(52,564	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	3,120		$	2,326

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

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KALMIN CORP.

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended
	November 30,			November 30,
	2019			2018
REVENUES, NET OF FEES	$	794		$	-
OPERATING EXPENSES
General and administrative	$	16,650		$	8,556
Total Operating Expenses		16,650			8,556
Loss Before Income Taxes		(15,856	)		(8,556	)
Provision for Income Taxes		-			-
NET LOSS	$	(15,856	)	$	(8,556	)
Net loss per share: Basic and Diluted	$	(0.00	)		(0.00	)
Weighted Average Common Shares Outstanding - Basic and Diluted		4,836,500			4,836,500

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

4

KALMIN CORP.

Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

							Retained Earnings
	Common Stock				Additional		from
	Number of Shares		Amount		Paid-in Capital		Discontinued Operations		Accumulated Deficit			Total
Balance - August 31, 2019		4,836,500	$	4,836	$	26,101	$	29,190	$	(112,691	)	$	(52,564	)
Net loss		-		-		-		-		(15,856	)		(15,856	)
Balance - November 30, 2019		4,836,500	$	4,836	$	26,101	$	29,190	$	(128,547	)	$	(68,420	)

							Retained Earnings
	Common Stock				Additional		from
	Number of Shares		Amount		Paid-in Capital		Discontinued Operations		Accumulated Deficit			Total
Balance - August 31, 2018		4,836,500	$	4,836	$	30,404	$	29,190	$	(79,833	)	$	(15,403	)
Net loss		-		-		-		-		(8,556	)		(8,556	)
Balance - November 30, 2018		4,836,500	$	4,836	$	30,404	$	29,190	$	(88,389	)	$	(23,959	)

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

5

KALMIN CORP.

Consolidated Statements of Cash Flows

(Unaudited)

	For the Three Months Ended
	November 30,			November 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continued operations	$	(15,856	)	$	(8,556	)
Changes in operating assets and liabilities:
Accounts receivable		148			-
Accounts payable and accrued liabilities		300			5,037
Net cash used in operating activities		(15,408	)		(3,519	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advancement from director		16,350			3,519
Net cash provided by financing activities		16,350			3,519
Net increase in cash and cash equivalents		942			-
Cash and cash equivalents - beginning of period		1,848			-
Cash and cash equivalents - end of period	$	2,790		$	-
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

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

6

KALMIN CORP.

Notes to the Consolidated Financial Statements

November 30, 2019

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Kalmin Corp. (“the Company”) was incorporated on July 20, 2016 in the State of Nevada.

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, Xie Qi Kang, age 36, assumed the role of director and Chief Executive Officer, President, Secretary and Treasurer of the Company.

Previous Business

From inception until May 4, 2018, the Company manufactured and sold the necessary equipment for drinking mate – kalabas and bombilla. With the change of control on May 4, 2018, management determined it was in the best interest of the Company to seek new business opportunities.

Acquisition

On December 1, 2018, the Company entered into a Share Sale and Purchase Agreement (the “Agreement”) with No Tie LLC (“No Tie”). Under the terms of the Agreement, the Company have agreed to purchase all of the issued and outstanding shares of No Tie and its mobile application assets for a purchase price of $37,500 (the “Acquisition”).

In connection with the Agreement, the Company assumed certain ongoing responsibilities of No Tie, including maintaining Apple developer licenses and domain name registration and hosting.

The Acquisition closed on January 25, 2019. At closing, No Tie became a subsidiary of our company.

Current Business

Upon closing of the Acquisition, the Company is now an App business with 120+ Apps primarily for iPhone, iPad and Apple.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. The Company incurred an operating loss of $15,856 during the three months ended November 30, 2019 and has accumulated deficit of $128,547 from continued operations and retained earnings of $29,190 from discontinued operations as of November 30, 2019. 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.

7

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended August 31, 2019 are not necessarily indicative of the results that may be expected for the year ending August 31, 2020. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2018 have been omitted. These interim financial statements are condensed and should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended August 31, 2019 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on November 29, 2019.

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, No Tie, LLC. All significant intercompany accounts and transactions have been eliminated.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net (loss).

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of November 30, 2019, the cash and cash equivalents is $2,790.

Use of Estimates

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

Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, using the following five-step procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

8

The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met:

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.

The Company’s sales are completed through an online platforms by third parties. The Company receives collection on payments either at the time of sale, or 30 or 60 days subsequent to the sale.

For products and services where collection is immediate, the Company recognizes revenue at the time of sale.

Accounts Receivable

The Company records accounts receivable in accordance with ASC 310, “Receivables.” Receivables consist of mobile application sales that have been made, but cash has not yet been received. The terms of receivables are typically 60 days after sale. As of November 30, 2019, amounts of $330 was recorded as accounts receivable, 100% of which was due from one customer.

Income Taxes

The Company accounts for income taxes pursuant to ASC 740, Income Taxes. Deferred tax assets and liabilities are recorded for differences between the financial statements and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Earnings (Loss) Per Share

Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of November 30, 2019 and August 31, 2019, there were no potentially dilutive debt or equity instruments issued or outstanding.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 4 – ADVANCE FROM DIRECTOR

During the three months ended November 30, 2019, the Company’s President advanced $16,350 to the Company.

During the year ended August 31, 2019, the Company’s President advanced $43,658 to the Company.

As of November 30, 2019 and August 31, 2019, the amount due to the Company’s President was $62,590 and $46,240, respectively. These advances were unsecured, non-interest bearing and due on demand.

NOTE 5 – SUBSEQUENT EVENTS

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

9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Kalmin Corp. and our wholly-owned subsidiary, No Tie LLC, a New York limited liability corporation, unless otherwise indicated.

General Overview

We were incorporated under the laws of the State of Nevada on July 20, 2017, for the purpose of manufacturing and selling the necessary equipment for drinking mate - kalabas and bombilla.

On May 4, 2018, as a result of a private transaction, the control block of voting stock of our company, represented by 4,000,000 shares of common stock, was transferred from Jose Maria Galarza Gaona to Greenfields International Limited, resulting in a change of control.

Upon the change of control of our company, the existing directors and officers resigned immediately. Accordingly, Jose Maria Galarza Gaona, serving as director and President and Karel Astride Oulai, serving as Treasurer and Secretary, ceased to be officers and directors of our company. At the effective date of the transfer, Teddy Chen An, assumed the role of director and Chief Executive Officer, President, Secretary and Treasurer of our company.

With the change of control on May 4, 2018, management determined it was in the best interest of our company to seek new business opportunities.

On December 1, 2018, we entered into a Share Sale and Purchase Agreement (the “Agreement”) with No Tie LLC (“No Tie”). Under the terms of the Agreement, we have agreed to purchase all of the issued and outstanding shares of No Tie and its mobile application assets for a purchase price of $37,500 (the “Acquisition”).

10

In connection with the Agreement, our company assumed certain ongoing responsibilities of No Tie, including maintaining Apple developer licenses and domain name registration and hosting.

The assets acquired by our company consist of a significant portion of the assets used in the operation of the No Tie business, with the exception of, accounts receivable for sales made prior to the closing date for the developer accounts, cash on hand and all computers, printers and related accessories and technology equipment.

On December 2, 2018, we entered into a First Amendment to the Agreement, wherein the closing date of the Acquisition was extended from December 1, 2018 to on or before January 31, 2019. The Acquisition closed on January 25, 2019. At closing, No Tie became a subsidiary of our company.

Our principal executive offices are located at Osterbrogade 226 st. tv, Copenhagen, Denmark 2100. Our telephone number is (302)782-4171. We do not have a corporate website.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Our Current Business

Upon closing of the Acquisition, we are now an App business with 120+ Apps primarily for iPhone, iPad and Apple Watch with over six million downloads and awards from AARP, About.com, BestAppEver and more. Several of our Apps have consistently been ranked in the Top Ten in their categories, including #1 iPad Medical app.

Our Apps are available for download through the Apple App Store.

iOS Apps and Games

Our iPhone iOS portfolio includes 97 Apps, primarily consisting of ring tones. Our apps also include talking video greeting cards, games, Autism Speaking Soundboards and more.

Our iPad iOS portfolio includes 90 Apps, primarily consisting of ring tones. Our apps also include games, Autism Speaking Soundboards, iFAQs and more.

We currently have 1 apple TV App, Name That Candidate.

Our Mac Apps portfolio includes 2 ring tone Apps and 1 game.

Results of Operations

Three Months Ended November 30, 2019 Compared to November 30, 2018

Our operating results for the three months ended November 30, 2019 and 2018, and the changes between those periods for the respective items are summarized as follows:

	Three Months			Three Months
	Ended			Ended
	November 30,			November 30,
	2019			2018			Changes
Revenues	$	794		$	-		$	794
Operating Expenses	$	16,650		$	8,556		$	8,094
Net loss	$	(15,856	)	$	(8,556	)	$	(7,300	)

11

On December 1, 2018, we entered into a Share Sale and Purchase Agreement with No Tie LLC. The Acquisition closed on January 25, 2019. At closing, No Tie became a subsidiary of our company.

During the three months ended November 30, 2019 and 2018, we incurred total net loss of $15,856 and $8,556, respectively.

We recognized revenue of $794 from mobile application sales for the three months ended November 30, 2019 as compared to $0 during the three months ended November 30, 2018. The Company started to recognize mobile application sales since the acquisition of No Tie LLC on January 25, 2019.

Operating expenses were $16,650 for the three months ended November 30, 2019, compared to $8,556 for the three months ended November 30, 2018 due to increase in professional fees incurred with respect to the requirements for public reporting.

Liquidity and Capital Resources

Working Capital

	As of			As of
	November 30,			August 31,
	2019			2019			Changes
Current Assets	$	3,120		$	2,326		$	794
Current Liabilities	$	71,540		$	54,890		$	16,650
Working Capital (Deficiency)	$	(68,420	)	$	(52,564	)	$	(15,856	)

As of November 30, 2019, we had a working capital deficit of $68,420 compared to a working capital deficit of $52,564 as of August 31, 2019. The increase in working capital deficiency was mainly due to the increase in advances from the director.

Cash Flows

	Three Months			Three Months
	Ended			Ended
	November 30,			November 30,
	2019			2018			Changes
Net cash used in operating activities	$	(15,408	)	$	(3,519	)	$	(11,889	)
Net cash provided by investing activities	$	-		$	-		$	-
Net cash provided by financing activities	$	16,350		$	3,519		$	12,831
Net increase in cash and cash equivalents	$	942		$	-		$	942

Cash Flow from Operating Activities

During the three months ended November 30, 2019, net cash used in operating activities was $15,408, related to our net loss from continued operations of $15,856, increased by a decrease in accounts receivable of $148 and an increase in accounts payable and accrued liabilities of $300.

During the three months ended November 30, 2018, net cash used in operating activities was $3,519, related to our net loss from continued operations of $8,556, decreased by an increase in accounts payable and accrued liabilities of $5,037.

12

Cash Flow from Investing Activities

We had no investing activities during the three months ended November 30, 2019 and 2018.

Cash Flow from Financing Activities

During the three months ended November 30, 2019 and 2018, net cash provided by financing activities was $16,350 and $3,519 attributed to the net advancement from the director.

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.

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 November 30, 2019. 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. Such officer also confirmed that there was no change in our internal control over financial reporting during the three month period ended November 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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 November 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

13

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number	Description
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting 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.

 

15

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.
	(Registrant)
Dated: January 22, 2020	/s/ Xie Qi Kang
	Xie Qi Kang
	President, Chief Executive Officer, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 16

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Xie Qi Kang, 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.	I am 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;

5. I have disclosed, based on my 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.

Date: January 22, 2020

/s/ Xie Qi Kang

Xie Qi Kang

President, Chief Executive Officer, Secretary, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

EX-32.1

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

The undersigned, Xie Qi Kang, President, of Kalmin Corp., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the quarterly report on Form 10-Q of Kalmin Corp. for the period ended November 30, 2019 (the "Report") fully complies with the 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 Kalmin Corp.

Date: January 22, 2020

/s/ Xie Qi Kang

Xie Qi Kang

President, Chief Executive Officer, Secretary, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Kalmin Corp. and will be retained by Kalmin Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Dec. 01, 2018	Nov. 30, 2019	May 04, 2018
State of incorporation		Nevada
Date of Incorporation		Jul. 20, 2016
Jose Maria Galarza Gaona [Member]
Number of shares transferred			4,000,000
No Tie LLC [Member]
Payment to acquire business	$ 37,500

XML

Document and Entity Information - shares	3 Months Ended
	Nov. 30, 2019	Jan. 08, 2020
Document And Entity Information
Entity Registrant Name	KALMIN CORP.
Entity Central Index Key	0001685570
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Nov. 30, 2019
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		4,836,500
EntityFileNumber	33-3214638
EntityAddressAddressLine1	Osterbrogade 226 st tv
EntityAddressAddressLine2	COPENHAGEN G7
EntityAddressPostalZipCode	2100
EntityTaxIdentificationNumber	371832675
EntityAddressCityOrTown	Copenhagen
LocalPhoneNumber	302-782-4171
EntityAddressStateOrProvince	DENMARK
CityAreaCode	45

XML

Consolidated Statements of Stockholders Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings From Discontinued Operations [Member]	Accumulated Deficit [Member]
Balance, shares at Aug. 31, 2018		4,836,500
Balance, amount at Aug. 31, 2018	$ (15,403)	$ 4,836	$ 30,404	$ 29,190	$ (79,833)
Net loss	$ (8,556)				$ (8,556)
Balance, shares at Nov. 30, 2018		4,836,500
Balance, amount at Nov. 30, 2018	$ (23,959)	$ 4,836	$ 30,404	$ 29,190	$ (88,389)
Balance, shares at Aug. 31, 2019		4,836,500
Balance, amount at Aug. 31, 2019	$ (52,564)	$ 4,836	$ 26,101	$ 29,190	$ (112,691)
Net loss	$ (15,856)				$ (15,856)
Balance, shares at Nov. 30, 2019		4,836,500
Balance, amount at Nov. 30, 2019	$ (68,420)	$ 4,836	$ 26,101	$ 29,190	$ (128,547)

XML

SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

3 Months Ended

Nov. 30, 2019

SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended August 31, 2019 are not necessarily indicative of the results that may be expected for the year ending August 31, 2020. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2018 have been omitted. These interim financial statements are condensed and should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended August 31, 2019 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on November 29, 2019.

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, No Tie, LLC. All significant intercompany accounts and transactions have been eliminated.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net (loss).

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of November 30, 2019, the cash and cash equivalents is $2,790.

Use of Estimates

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

Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, using the following five-step procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met:

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.

The Company’s sales are completed through an online platforms by third parties. The Company receives collection on payments either at the time of sale, or 30 or 60 days subsequent to the sale.

For products and services where collection is immediate, the Company recognizes revenue at the time of sale.

Accounts Receivable

The Company records accounts receivable in accordance with ASC 310, “Receivables.” Receivables consist of mobile application sales that have been made, but cash has not yet been received. The terms of receivables are typically 60 days after sale. As of November 30, 2019, amounts of $330 was recorded as accounts receivable, 100% of which was due from one customer.

Income Taxes

The Company accounts for income taxes pursuant to ASC 740, Income Taxes. Deferred tax assets and liabilities are recorded for differences between the financial statements and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Earnings (Loss) Per Share

Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of November 30, 2019 and August 31, 2019, there were no potentially dilutive debt or equity instruments issued or outstanding.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

XML

GOING CONCERN

3 Months Ended

Nov. 30, 2019

GOING CONCERN

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. The Company incurred an operating loss of $15,856 during the three months ended November 30, 2019 and has accumulated deficit of $128,547 from continued operations and retained earnings of $29,190 from discontinued operations as of November 30, 2019. 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.

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2019	Nov. 30, 2018
Consolidated Statements of Operations (Unaudited)
REVENUES, NET OF FEES	$ 794
OPERATING EXPENSES
General and administrative	16,650	8,556
Total Operating Expenses	16,650	8,556
Loss Before Income Taxes	(15,856)	(8,556)
Provision for Income Taxes
NET LOSS	$ (15,856)	$ (8,556)
Net loss per share: Basic and Diluted	$ (0.00)	$ (0.00)
Weighted Average Common Shares Outstanding - Basic and Diluted	4,836,500	4,836,500

XML

ADVANCE FROM DIRECTOR (Details Narrative) - President [Member] - USD ($)	Nov. 30, 2019	Aug. 31, 2019
Due to related parties, unsecured	$ 62,590	$ 46,240
Due to related parties	$ 16,350	$ 43,658

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Nov. 30, 2019

SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended August 31, 2019 are not necessarily indicative of the results that may be expected for the year ending August 31, 2020. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2018 have been omitted. These interim financial statements are condensed and should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended August 31, 2019 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on November 29, 2019.

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, No Tie, LLC. All significant intercompany accounts and transactions have been eliminated.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net (loss).

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of November 30, 2019, the cash and cash equivalents is $2,790.

Use of Estimates

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

Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, using the following five-step procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met:

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.

The Company’s sales are completed through an online platforms by third parties. The Company receives collection on payments either at the time of sale, or 30 or 60 days subsequent to the sale.

For products and services where collection is immediate, the Company recognizes revenue at the time of sale.

Accounts Receivable

The Company records accounts receivable in accordance with ASC 310, “Receivables.” Receivables consist of mobile application sales that have been made, but cash has not yet been received. The terms of receivables are typically 60 days after sale. As of November 30, 2019, amounts of $330 was recorded as accounts receivable, 100% of which was due from one customer.

Income Taxes

The Company accounts for income taxes pursuant to ASC 740, Income Taxes. Deferred tax assets and liabilities are recorded for differences between the financial statements and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Earnings (Loss) Per Share

Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of November 30, 2019 and August 31, 2019, there were no potentially dilutive debt or equity instruments issued or outstanding.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

XML

Consolidated Balance Sheets - USD ($)	Nov. 30, 2019	Aug. 31, 2019
Current Assets
Cash and cash equivalents	$ 2,790	$ 1,848
Accounts receivable	330	478
Total Current Assets	3,120	2,326
TOTAL ASSETS	3,120	2,326
Current Liabilities
Accounts payable and accrued liabilities	8,950	8,650
Advances from director	62,590	46,240
TOTAL LIABILITIES	71,540	54,890
STOCKHOLDERS' DEFICIT
Common stock, par value $0.001 per share, 75,000,000 shares authorized, 4,836,500 shares issued and outstanding	4,836	4,836
Additional paid-in capital	26,101	26,101
Retained earnings from discontinued operations	29,190	29,190
Accumulated deficit	(128,547)	(112,691)
Total Stockholders' Deficit	(68,420)	(52,564)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 3,120	$ 2,326

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2019	Nov. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continued operations	$ (15,856)	$ (8,556)
Changes in operating assets and liabilities:
Accounts receivable	148
Accounts payable and accrued liabilities	300	5,037
Net cash used in operating activities	(15,408)	(3,519)
CASH FLOWS FROM FINANCING ACTIVITIES
Advancement from director	16,350	3,519
Net cash provided by financing activities	16,350	3,519
Net increase in cash and cash equivalents	942
Cash and cash equivalents - beginning of period	1,848
Cash and cash equivalents - end of period	2,790
Supplemental Cash Flow Disclosures
Cash paid for interest
Cash paid for income taxes

XML

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Nov. 30, 2019	Nov. 30, 2018	Aug. 31, 2019
GOING CONCERN
NET LOSS	$ (15,856)	$ (8,556)
Accumulated deficit	(128,547)		$ (112,691)
Retained earnings from discontinued operations	$ 29,190		$ 29,190

XML

ADVANCE FROM DIRECTOR

3 Months Ended

Nov. 30, 2019

ADVANCE FROM DIRECTOR

NOTE 4 - ADVANCE FROM DIRECTOR

During the three months ended November 30, 2019, the Company’s President advanced $16,350 to the Company.

During the year ended August 31, 2019, the Company’s President advanced $43,658 to the Company.

As of November 30, 2019 and August 31, 2019, the amount due to the Company’s President was $62,590 and $46,240, respectively. These advances were unsecured, non-interest bearing and due on demand.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Nov. 30, 2019	Aug. 31, 2019
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Cash and cash equivalents	$ 2,790	$ 1,848
Accounts receivable	$ 330	$ 478
Description of receivables	The terms of receivables are typically 60 days after sale. As of November 30, 2019, amounts of $330 was recorded as accounts receivable, 100% of which was due from one customer.

XML

SUBSEQUENT EVENTS

3 Months Ended

Nov. 30, 2019

SUBSEQUENT EVENTS

NOTE 5 - SUBSEQUENT EVENTS

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

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Nov. 30, 2019	Aug. 31, 2019
STOCKHOLDERS' DEFICIT
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	4,836,500	4,836,500
Common stock, shares outstanding	4,836,500	4,836,500

XML

ORGANIZATION AND NATURE OF BUSINESS

3 Months Ended

Nov. 30, 2019

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Kalmin Corp. (“the Company”) was incorporated on July 20, 2016 in the State of Nevada.

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, Xie Qi Kang, age 36, assumed the role of director and Chief Executive Officer, President, Secretary and Treasurer of the Company.

Previous Business

From inception until May 4, 2018, the Company manufactured and sold the necessary equipment for drinking mate – kalabas and bombilla. With the change of control on May 4, 2018, management determined it was in the best interest of the Company to seek new business opportunities.

Acquisition

On December 1, 2018, the Company entered into a Share Sale and Purchase Agreement (the “Agreement”) with No Tie LLC (“No Tie”). Under the terms of the Agreement, the Company have agreed to purchase all of the issued and outstanding shares of No Tie and its mobile application assets for a purchase price of $37,500 (the “Acquisition”).

In connection with the Agreement, the Company assumed certain ongoing responsibilities of No Tie, including maintaining Apple developer licenses and domain name registration and hosting.

The Acquisition closed on January 25, 2019. At closing, No Tie became a subsidiary of our company.

Current Business

Upon closing of the Acquisition, the Company is now an App business with 120+ Apps primarily for iPhone, iPad and Apple.