Kelvin Medical (KVMD) 10-Q 14 Feb 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Dec. 31, 2016	Feb. 13, 2017
Document And Entity Information
Entity Registrant Name	Kelvin Medical, Inc.
Entity Central Index Key	1,679,836
Document Type	10-Q
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		63,000,000
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,017

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Dec. 31, 2016	Jun. 30, 2016
Current assets
Cash and cash equivalents	$ 1,106	$ 1,076
Other receivable	3,000
Deferred offering costs	60,000	60,000
Total current assets	64,106	61,076
TOTAL ASSETS	64,106	61,076
Current liabilities
Accounts payable, related parties	12,083	2,583
Advances, related parties	4,890	1,830
Customer deposit	120	120
Total current liabilities	17,093	4,533
Total liabilities	17,093	4,533
Stockholders’ equity
Common stock, $0.001 par value: shares authorized 100,000,000; 63,000,000 shares issued and outstanding	63,000	63,000
Additional paid in capital	57,000	57,000
Retained deficit	(72,987)	(63,457)
Total stockholders’ equity	47,013	56,543
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$ 64,106	$ 61,076

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2016	Jun. 30, 2016
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	100,000,000	100,000,000
Common stock, outstanding	63,000,000	63,000,000

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended	6 Months Ended
	Dec. 31, 2016	Dec. 31, 2016
Income Statement [Abstract]
Net sales
Cost of goods sold
Gross profit
Operating expenses:
Management fees	3,000	6,000
Patent license fees	1,750	3,500
General and administrative expenses		30
Total operating expenses	4,750	9,530
Loss from operations	(4,750)	(9,530)
Net (loss)	$ (4,750)	$ (9,530)
Net (loss) per common shares (basic and diluted)	$ 0	$ 0
Weighted average shares outstanding - Basic and diluted	63,000,000	63,000,000

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited)	6 Months Ended
	Dec. 31, 2016USD ($)
Cash Flows from Operating Activities
Net loss	$ (9,530)
Changes in operating assets and liabilities:
Other receivable	(3,000)
Accounts payable, related party	9,500
Advances from related party	3,060
Net cash provided by operating activities	30
Cash Flows from Investing Activities
Net cash provided from (used by) investing activities
Cash Flows from Financing Activities
Net cash provided from (used by) financing activities
Increase (decrease) in cash and cash equivalents	30
Cash and cash equivalents at beginning of period	1,076
Cash and cash equivalents at end of period	1,106
Supplemental disclosure of cash flow information:
Cash paid during the period, Interest
Cash paid during the period, Income Taxes

Note 1 - Basis of Presentation

Note 1 - Basis of Presentation and Summary Of Significant Accounting Policies	6 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Note 1 - Basis of Presentation and Summary Of Significant Accounting Policies	1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Activity: To date, our activities have been limited to formation and the development of a business plan. We have engaged a legal consulting firm to assist us in registering securities for trading by filing a Form S-1 with the U.S. Securities and Exchange Commission and by applying for a listing on the OTC Pink. We also intend to raise equity capital under this Form S-1 offering at a price of $0.02 per share for up to 30,000,000 shares or $600,000 in gross proceeds. We are now exploring other sources of capital to fund our operations until our offering is complete. In the current start up stage, we anticipate incurring operating losses as we implement our business plan. Financial Statement Presentation: Fiscal year end: Use of Estimates: Cash Equivalents: Revenue recognition and related allowances: Accounts Receivable and Allowance for Doubtful Accounts: Inventories: Warranty: Advertising and Marketing Costs: Income taxes: Basic and Diluted Loss Per Share New Accounting Pronouncements: In October 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory (Topic 740): This update simplifies the accounting for the income tax consequences of transfers of assets from one unit of a corporation to another unit or subsidiary by eliminating an accounting exception that prevents the recognition of current and deferred income tax consequences for such “intra-entity transfers” until the assets have been sold to an outside party. The amendment should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment directly to retained earnings as of the beginning of the period In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15). The Company has evaluated all new accounting standards that are in effect and may impact its condensed consolidated financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations.

Note 2 - Going Concern

Note 2 - Going Concern	6 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Note 2 - Going Concern	2. GOING CONCERN The Company has experienced net losses to date, and it has not generated revenue from operations. We will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy to meet operational shortfalls which may include equity funding, short-term or long-term financing or debt financing, to enable the Company to reach profitable operations.

Note 3 - Patent License Agreeme

Note 3 - Patent License Agreement	6 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Note 3 - Patent License Agreement	3. PATENT LICENSE AGREEMENT On May 10, 2016 the Company entered into a patent license agreement with Oasis Medical Solutions, a sole proprietorship controlled by our board of directors and organized in the State of California (“Licensor”) under which the Licensor desires to grant and the Company desires to accept an exclusive license of the Patent for the building of, and use of, machines incorporating the Patent’s technology under certain terms and conditions. Both of the parties agree that the ownership of the Patent and the goodwill relating thereto, and any associated improvements, whether developed by the Company, or both parties jointly, shall remain vested in Licensor both during the term of the agreement and thereafter, and the Company further agrees never to challenge, contest or question the validity of the Licensor’s ownership of the Patent or any associated registrations therewith. As consideration for the exclusive license granted, the Company shall pay to Licensor the following fees: (a) An ongoing maintenance fee of $500 per month plus an additional annual fee of $1,000; (b) Royalty fees of 6% per machine sold or leased under this license, payable within thirty (30) days of agreement reached with the customer/lessee. Payments can be grouped on a monthly occurring basis; (c) This license shall be considered null and void if production is not obtained within a 5-year period of the date stated above and the license, and all rights thereunder, will return to the Licensor. The term of the license agreement shall be for 15 years, but will not extend beyond the full term of the patent. Within a year from the ending of the patent term, parties may negotiate an ongoing arrangement. During the six months ended December 31, 2016, the Company accrued $3,500 as license fees.

Note 4 - Consulting Agreement

Note 4 - Consulting Agreement	6 Months Ended
	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Note 4 - Consulting Agreement	4. CONSULTING AGREEMENT On June 1, 2016, the Company entered into a consulting agreement with a consultant who is in the business of assisting private companies in the process of going public and getting listed on the OTC Pink through the Form S-1 Registration. Under the terms of the consulting agreement, the Consultant shall provide certain services with respect to the Form S-1 Registration Statement, from commencement and preparation of the Form S-1 to receipt of Notice of Effectiveness, retention and payment of the required legal and accounting professionals, and thereafter to work with a market maker to provide a completed and accepted Form 15c2-11 with FINRA, DTC eligibility, a trading symbol and listing on OTC Pink. As compensation under the consulting agreement S-1 Services LLC, the consultant, received 3,000,000 shares of the Company’s common stock at $0.02 per share for a value of $60,000. The $60,000 in costs relating to such Registration Statement will be charged to capital, if such offering is successful. If the offering is not successful, the costs will be charged to expense. Presently the costs are reflected on the balance sheets of the Company as Deferred offering costs as the Company has received a notice of effectiveness for its registration statement as of January 26, 2017, and has commenced fundraising efforts.

Note 5 - Customer Deposits

Note 5 - Customer Deposits	6 Months Ended
	Dec. 31, 2016
Deferred Revenue Disclosure [Abstract]
Note 5 - Customer Deposits	5. CUSTOMER DEPOSITS As at June 30, 2016 the Company has received a customer deposit of $120 in respect to the sale of three units of the Therm-N-Ice arm band. The deposit represents a one-third deposit for each of the three units ordered.

Note 6 - Common Stock

Note 6 - Common Stock	6 Months Ended
	Dec. 31, 2016
Equity [Abstract]
Note 6 - Common Stock	6. COMMON STOCK The Company has authorized 100,000,000 shares with par value of $0.001. Effective May 15, 2016 the Company issued 30,000,000 shares of common stock as a signing bonus valued at $30,000 or $0.001 per share, to our President, Mr. William Mandel. Effective May 15, 2016 the Company issued 30,000,000 shares of common stock as a signing bonus valued at $30,000 or $0.001 per share, to our Chairman, Dr. Margaret Austin. Effective June 1, 2016 the Company issued 3,000,000 shares of common stock in respect to the S-1 Services agreement valued at $60,000 or $0.02 per share (ref: Note 4).

Note 7 - Related Party Transact

Note 7 - Related Party Transactions	6 Months Ended
	Dec. 31, 2016
Related Party Transactions [Abstract]
Note 7 - Related Party Transactions	7. RELATED PARTY TRANSACTIONS a. Management services: On May 15, 2016, the Company entered into a twelve-month agreement for management services with Mr. William Mandel, our President, Secretary, Treasurer and member of the Board of Directors. Under the terms of the agreement the Company issued 30,000,000 shares as a bonus to Mr. William Mandel valued at $30,000 or par value, and shall pay $1,000 monthly in cash consideration. There has been $6,000 accrued and recorded as Accounts Payable, Related party, in relation to services rendered for the six months ended December 31, 2016 by Mr. Mandel. b. Advances Oasis Medical Solutions Kelvin Medical LLC Total Balance, June 30, 2016 $ 1,374 $ 456 $ 1,830 Additions during the period $ 3,060 - $ 3,060 Balance, December 31, 2016 $ 4,434 $ 456 $ 4,890 Oasis Medical Solutions is a sole proprietorship controlled by our board of directors. Kelvin Medical LLC is a company controlled by our board of directors. Advances received were used to provide working capital as required by the Company for ongoing operations.

Note 8 - Income Taxes

Note 8 - Income Taxes	6 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Note 8 - Income Taxes	8. INCOME TAXES Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. Operating loss carry-forwards generated during the period from May 5, 2016 (date of inception) through December 31, 2016 of approximately $72,987, will begin to expire in 2036. The Company applies a statutory income tax rate of 34%. The Company had deferred income tax assets as of December 31, 2016 and June 30, 2016 as follows: December 31, 2016 June 30, 2016 Loss carryforwards $ 24,815 $ 21,575 Less – accrued management fees (2,720 ) (680 ) Less - valuation allowance (22,095 ) (20,895 ) Total net deferred tax assets $ - $ - Tax years from inception to fiscal year ended June 30, 2016 are not yet filed and are open for examination by the taxing authorities.

Note 9 - Subsequent Events

Note 9 - Subsequent Events	6 Months Ended
	Dec. 31, 2016
Subsequent Events [Abstract]
Note 9 - Subsequent Events	9. SUBSEQUENT EVENTS On January 26, 2017 the Company received a notice of effect from the Securities and Exchange Commission and has commenced fundraising under its Form S-1 Registration Statement. The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events to disclose.

Note 1 - Basis of Presentatio15

Note 1 - Basis of Presentation and Summary Of Significant Accounting Policies (Policies)	6 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Business Activity	Business Activity: To date, our activities have been limited to formation and the development of a business plan. We have engaged a legal consulting firm to assist us in registering securities for trading by filing a Form S-1 with the U.S. Securities and Exchange Commission and by applying for a listing on the OTC Pink. We also intend to raise equity capital under this Form S-1 offering at a price of $0.02 per share for up to 30,000,000 shares or $600,000 in gross proceeds. We are now exploring other sources of capital to fund our operations until our offering is complete. In the current start up stage, we anticipate incurring operating losses as we implement our business plan.
Financial Statement Presentation	Financial Statement Presentation:
Fiscal Year End	Fiscal year end:
Use of Estimates	Use of Estimates:
Cash Equivalents	Cash Equivalents:
Revenue Recognition and Related Allowances	Revenue recognition and related allowances:
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts:
Inventories	Inventories:
Warranty	Warranty:
Advertising and Marketing Costs	Advertising and Marketing Costs:
Income Taxes	Income taxes:
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share

Note 7 - Related Party Transa16

Note 7 - Related Party Transactions (Tables)	6 Months Ended
	Dec. 31, 2016
Related Party Transactions [Abstract]
Schedule of Related Party Advances	Oasis Medical Solutions Kelvin Medical LLC Total Balance, June 30, 2016 $ 1,374 $ 456 $ 1,830 Additions during the period $ 3,060 - $ 3,060 Balance, December 31, 2016 $ 4,434 $ 456 $ 4,890

Note 8 - Income Taxes (Tables)

Note 8 - Income Taxes (Tables)	6 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Schedule of deferred income tax assets	December 31, 2016 June 30, 2016 Loss carryforwards $ 24,815 $ 21,575 Less – accrued management fees (2,720 ) (680 ) Less - valuation allowance (22,095 ) (20,895 ) Total net deferred tax assets $ - $ -

Note 1 - Basis of Presentatio18

Note 1 - Basis of Presentation and Summary Of Significant Accounting Policies (Details Narrative)	6 Months Ended
	Dec. 31, 2016USD ($)$ / sharesshares	Jun. 30, 2016USD ($)
Accounting Policies [Abstract]
Offering Price | $ / shares	$ 0.02
Shares being Offered | shares	30,000,000
Gross proceeds under Offering	$ 600,000
Cash Equivlent term, days	90	90
Advertising and marketing costs
Allowance for doubtful accounts

Note 3 - Patent License Agree19

Note 3 - Patent License Agreement (Details Narrative)	6 Months Ended
	Dec. 31, 2016USD ($)
Patent License Agreement
Monthly maintenance fee	$ 500
Annual license fee	$ 1,000
Royalty fee per unit	6.00%
Payment terms, royalty fee	Royalty fees of 6% per machine sold or leased under this license, payable within thirty (30) days of agreement reached with the customer-lessee. Payments can be grouped on a monthly occurring basis
Period in which production must be obtained, from date of license agreement, in years	5
Term of License, in years	15
Accrued license fees	$ 3,500

Note 4 - Consulting Agreement (

Note 4 - Consulting Agreement (Details Narrative) - USD ($)	Dec. 31, 2016	Jun. 30, 2016	Jun. 01, 2016
Consulting Agreement
Shares issued for service agreement			3,000,000
Price per share			$ 0.02
Value of issued shares			$ 60,000
Deferred financing costs	$ 60,000	$ 60,000	$ 60,000

Note 5 - Customer Deposits (Det

Note 5 - Customer Deposits (Details Narrative)	Jun. 30, 2016USD ($)
Deferred Revenue Disclosure [Abstract]
Customer deposit	$ 120

Note 6 - Common Stock (Details

Note 6 - Common Stock (Details Narrative) - USD ($)	Dec. 31, 2016	Jun. 01, 2016	May 15, 2016
Equity [Abstract]
Authorized common stock	100,000,000
Common Stock, Par Value	$ 0.001
Shares issued to President, William Mandel
Shares issued as signing bonus			30,000,000
Value, Shares issued as signing bonus			$ 30,000
Price per share, shares issued as signing bonus			$ 0.001
Shares Issued to Chairman, Margaret Austin
Shares issued as signing bonus			30,000,000
Value, Shares issued as signing bonus			$ 30,000
Price per share, shares issued as signing bonus			$ 0.001
Consulting Agreement
Shares issued for service agreement		3,000,000
Price per share		$ 0.02
Value of issued shares		$ 60,000

Note 7 - Related Party Transa23

Note 7 - Related Party Transactions - Note 7 - Schedule of Related Party Advances (Details)	6 Months Ended
	Dec. 31, 2016USD ($)
Opening Balance	$ 1,830
Additions during the period	3,060
Closing Balance	4,890
Oasis Medical Solutions
Opening Balance	1,374
Additions during the period	3,060
Closing Balance	4,434
Kelvin Medical LLC
Opening Balance	456
Additions during the period
Closing Balance	$ 456

Note 7 - Related Party Transa24

Note 7 - Related Party Transactions (Details Narrative) - USD ($)	Dec. 31, 2016	May 15, 2016
Transactions with William Mandel
Shares issued as signing bonus		30,000,000
Value, Shares issued as signing bonus		$ 30,000
Monthly Management Fee		$ 1,000
Fees accrued	$ 6,000

Note 8 - Income Taxes - Note 8

Note 8 - Income Taxes - Note 8 - Schedule of deferred income tax assets (Details) - USD ($)	Dec. 31, 2016	Jun. 30, 2016
Deferred Tax Assets
Loss carryforwards	$ 24,815	$ 21,575
Less – accrued management fees	2,720	680
Less - valuation allowance	22,095	20,895
Total net deferred tax assets

Note 8 - Income Taxes (Details

Note 8 - Income Taxes (Details Narrative)	6 Months Ended
	Dec. 31, 2016USD ($)
Income Tax Disclosure [Abstract]
Cummulative loss carry-forward	$ 72,987
Year operating losses expire	Jan. 1, 2036
Income tax rate	34.00%