Kelvin Medical (KVMD) 10-Q 5 Feb 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Dec. 31, 2017	Jan. 25, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Kelvin Medical, Inc.
Entity Central Index Key	1,679,836
Trading Symbol	KVMD
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Document Type	10-Q
Document Period End Date	Dec. 31, 2017
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		67,097,500

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Current assets
Cash and cash equivalents	$ 85,100	$ 17,280
Other receivable		3,000
Prepaid expense	2,000
Total current assets	87,100	20,280
TOTAL ASSETS	87,100	20,280
Current liabilities
Accounts payable	5,335	4,500
Accounts payable, related parties	26,039	19,039
Advances, related parties	9,434	5,309
Customer deposit	120	120
Liability for unissued shares	2,000
Total current liabilities	42,928	28,968
Total liabilities	42,928	28,968
Commitments and Contingencies
Stockholders' equity (deficit)
Common stock, $0.001 par value: shares authorized 100,000,000; 67,097,500 and 64,097,500 shares issued and outstanding as December 31, 2017 and June 30, 2017	67,098	64,098
Additional paid in capital	164,852	77,852
Retained deficit	(187,778)	(150,638)
Total stockholders' equity (deficit)	44,172	(8,688)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$ 87,100	$ 20,280

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2017	Jun. 30, 2017
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	100,000,000	100,000,000
Common stock, shares issued	67,097,500	64,097,500
Common stock, shares, outstanding	67,097,500	64,097,500

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Net sales
Cost of goods sold
Gross profit
Operating expenses:
Management fees	3,000	3,000	6,000	6,000
Patent license fees	1,750	1,750	3,500	3,500
Professional fees	11,000		24,500
General and administrative expenses	3,110		3,140	30
Total operating expenses	18,860	4,750	37,140	9,530
Loss from operations	(18,860)	(4,750)	(37,140)	(9,530)
Income (loss) before taxes	(18,860)	(4,750)	(37,140)	(9,530)
Provision for income tax expense
Net (loss)	$ (18,860)	$ (4,750)	$ (37,140)	$ (9,530)
Net (loss) per common shares (basic and diluted)	$ 0	$ 0	$ 0	$ 0
Weighted average shares outstanding - Basic and diluted	65,238,804	63,000,000	64,668,152	63,000,000

Statement of Cash Flows

Statement of Cash Flows - USD ($)	6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash Flows from Operating Activities
Net loss	$ (37,140)	$ (9,530)
Changes in operating assets and liabilities:
Other receivable	3,000	(3,000)
Prepaid expense	(2,000)
Accounts payable	835	9,500
Accounts payable, related parties	7,000
Liability for unissued shares for services provided	2,000
Net cash used in operating activities	(26,305)	(3,030)
Cash Flows from Investing Activities
Net cash provided from (used by) investing activities
Cash Flows from Financing Activities
Proceeds from private placement	90,000
Advances,related parties	6,500	3,060
Repayments, related parties	(2,375)
Net cash provided from (used by) financing activities	94,125	3,060
Increase (decrease) in cash and cash equivalents	67,820	30
Cash and cash equivalents at beginning of period	17,280	1,076
Cash and cash equivalents at end of period	85,100	1,106
Cash paid (received) during year for:
Interest
Income taxes

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
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, the development of a business plan and initial operations. During the year ended June 30, 2017 we concluded a registration statement to offer up to 30,000,000 shares at $0.02 per share. We have successfully obtained a listing on the OTC Pink Markets under the symbol "KVMD", became DTC eligible on October 12, 2017 and started trading on Nov 28, 2017. Our offering was completed during the year and we are now exploring other sources of capital to fund our operations so that we can fully implement our business plan. In the current emerging growth phase, we anticipate we will continue to incur operating losses. 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 August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities

Going Concern

Going Concern	6 Months Ended
	Dec. 31, 2017
Going Concern [Abstract]
GOING CONCERN	2. GOING CONCERN The Company has experienced net losses to date, and it has not generated revenue from operations. The Company 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. If the Company fails to generate positive cash flow or obtain additional financing, when required, it may have to modify, delay, or abandon some or all of its business and expansion plans. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty.

Patent License Agreement

Patent License Agreement	6 Months Ended
	Dec. 31, 2017
Patent License Agreement [Abstract]
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. The patent will expire on June 19, 2034. Within a year from the end of the patent term, parties may negotiate an ongoing arrangement. During the three and six months ended December 31, 2017, the Company incurred $1,750 and $3,500, respectively, in license fees (December 31, 2016 - $1,750 and $3,500).

Consulting Agreement

Consulting Agreement	6 Months Ended
	Dec. 31, 2017
Consulting Agreement [Abstract]
CONSULTING AGREEMENT	4. CONSULTING AGREEMENT (a) 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, , 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 was expensed during the fiscal year ended June 30, 2017 as the offering was not deemed successful. Further, a balance of $3,000 as of June 30, 2017 is included on the balance sheet as "Other receivable", in respect to amounts advanced to service providers by the Company which are required to be reimbursed by the Consultant under this agreement. As of December 31, 2017, the balance of other receivable is $nil as the receivable had been collected. (b) On October 23, 2017, the Company entered into a one-year agreement with a consultant for advice regarding certain legal, corporate and business operations, and more specifically with regard to public filings and compliance with regard to the Company. The consultant is to be compensated in the amount of Two Thousand Dollars ($2,000) per month, commencing November 1, 2017, including review of Form 10-K Annual Reports, Form 10-Q Quarterly Reports, Preparation of Form 8-K's, preparation of Board Resolutions and review of contractual agreements. During the six months ended December 31, 2017, the Company paid $4,000 in cash, under the agreement, ($2,000 of which is a prepaid expense as of December 31, 2017 on the accompanying balance sheets and $2,000 was settled with 100,000 shares which are not issued as at the report date.

Customer Deposits

Customer Deposits	6 Months Ended
	Dec. 31, 2017
Deferred Revenue Disclosure [Abstract]
CUSTOMER DEPOSITS	5. CUSTOMER DEPOSITS As at December 31, 2017 and June 30, 2017 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.

Common Stock

Common Stock	6 Months Ended
	Dec. 31, 2017
Equity [Abstract]
COMMON STOCK	6. COMMON STOCK During the six months ended December 31, 2017, the Company received proceeds totaling $90,000 in respect to a subscription for 3,000,000 restricted common shares at $0.03 per share. During the fiscal year ended June 30, 2017, the Company received proceeds totaling $21,950 from various parties subscribing for a total of 1,097,500 shares at $0.02 per share under our Form S-1 registration statement. As at December 31, 2017 and June 30, 2017 there were a total of 67,097,500 and 64,097,500 shares issued and outstanding respectively.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	7. RELATED PARTY TRANSACTIONS a. Management and other services: Mr. William Mandel 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. The contract was extended for a further six month term on expiry. There has been $6,000 (December 31, 2016- $6,000) accrued and recorded as Accounts Payable, Related party, in relation to services rendered for the six months ended December 31, 2017 by Mr. Mandel. A total of $20,000 (as of June 30, 2017 - $14,000) remains payable at December 31, 2017. On November 15, 2017 the Company and Mr. Mandel entered into a new 12 month consulting agreement. Under the terms of the agreement Mr. Mandel shall receive $1,000 monthly as consideration until January 30, 2018, at which point in time the monthly consideration shall be increased to $2,000 monthly. Dr. Margaret Austin On November 15, 2017 the Company and Dr. Margaret Austin entered into a twelve month agreement for services whereunder Dr. Austin will continue to serve as the Company's Chairman of the Board. Commencing January 1, 2018, Dr. Austin shall receive monthly consideration of $1,000 for her services. b. Advances During the six months ended December 31, 2017 Oasis Medical Solutions, a sole proprietorship controlled by our board of directors, advanced a total of $6,500 (2016 - $3,060). During the six months ended December 31, 2017, the Company paid $2,375 to reduce the advances payable. As at December 31, 2017 a total of $9,434 remained due and payable (June 30, 2017 - $5,309) to this related entity. During fiscal 2017 an amount advanced in the prior fiscal year totaling $456 by Kelvin Medical LLC, a company controlled by our board of directors, was assigned to Mr. William Mandel directly for repayment when Kelvin Medical LLC was dissolved. This amount is included in Accounts payable – related party on our balance sheets. Advances received were used to provide working capital as required by the Company for ongoing operations. c. License fees The Company accrues patent license fees in respect to a patent license agreement with Oasis Medical Solutions (ref: Note 3 above). As at December 31, 2017 and June 30, 2017 a total $5,583 and $4,583 remained payable under the terms of this agreement, respectively. A total of $3,500 was incurred as new charges in the period ended December 31, 2017 (2016 - $3,500) and the Company paid a total of $2,500 to reduce the outstanding account (2016 - $nil).

Income Taxes

Income Taxes	6 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
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, 2017 of approximately $168,000, will begin to expire in 2036. On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact of a transition tax. We have remeasured our U.S. deferred tax assets at a statutory income tax rate of 21%. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118, and no later than fiscal year end June 30, 2018. The Company had deferred income tax assets as of December 31, 2017 and June 30, 2017 as follows: December 31, 2017 June 30, 2017 Loss carry forwards $ 39,433 $ 31,634 Less – accrued management fees (4,200 ) (2,940 ) Less - valuation allowance (35,233 ) (28,694 ) Total net deferred tax assets $ - $ - Tax years from inception to fiscal year ended June 30, 2017 are filed and remain open for examination by the taxation authorities. The Company has no tax positions at June 30, 2017 and 2016 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company has no accruals for interest and penalties since inception.

Subsequent Events

Subsequent Events	6 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	9. SUBSEQUENT EVENTS On January 1, 2018, the Company entered into a one-year agreement with a consultant for advice regarding certain investor relations. The Consultant is to be compensated in the amount of One Thousand Dollars ($1,000) per month, commencing January 1, 2018, along with the issuance of 100,000 shares of Kelvin's Common Stock. At the date of this report, those shares have not yet been issued. On January 22, 2018, the Company entered into an Equity Purchase Agreement ("EPA"), and Registrations Rights Agreement with a Third Party, Phenix Ventures, LLC, wherein, Phenix Ventures has committed to purchasing 10,000,000 shares of the Company's Common Stock. Phenix will not hold any more than 9.99% of the issued and outstanding shares at any one time and funding will come by way of Put Notices as outlined in the EPA. The Company is finalizing a Form S-1 Registration Statement that it will file with the Securities and Exchange Commission in order to register the 10,000,000 shares that Phenix will purchase under the Equity Purchase Agreement. 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.

Basis of Presentation and Sum15

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
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
New Accounting Pronouncements	New Accounting Pronouncements: In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities

Income Taxes (Tables)

Income Taxes (Tables)	6 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Schedule of deferred income tax assets	December 31, 2017 June 30, 2017 Loss carry forwards $ 39,433 $ 31,634 Less – accrued management fees (4,200 ) (2,940 ) Less - valuation allowance (35,233 ) (28,694 ) Total net deferred tax assets $ - $ -

Basis of Presentation and Sum17

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Jun. 30, 2017
Basis of Presentation and Summary of Significant Accounting Policies (Textual)
Offering price	$ 0.02
Shares being offered	30,000,000
Advertising and marketing costs
Allowance for doubtful accounts
Cash equivalent term features	90 days or less from the date of purchase
Potentially dilutive shares

Patent License Agreement (Detai

Patent License Agreement (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	May 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Patent License Agreement (Textual)
License fees		$ 1,750	$ 1,750	$ 3,500	$ 3,500
Patent expiry date				Jun. 19, 2034
License Agreement Terms [Member]
Patent License Agreement (Textual)
Monthly maintenance fee	$ 500
Annual license fee	$ 1,000
License agreement contingency, terms	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.
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.
Term of license in years	15 years

Consulting Agreement (Details)

Consulting Agreement (Details) - USD ($)	Jun. 01, 2016	Dec. 31, 2017	Jun. 30, 2017	Oct. 23, 2017
Consulting Agreement - Registration Statement
Shares issued to consultant for services received	3,000,000
Stock issued price, per share		$ 0.03	$ 0.02
Value of shares issued to consultant for services received	$ 60,000
Offering costs, expensed			$ 60,000
Other receivable			$ 3,000
Consultilng Agreement - Legal
Monthly fees starting November 1, 2017				$ 2,000
Cash payments in period		4,000
Prepaid Legal fees		2,000
Legal fees settled in shares		$ 2,000
Shares issued subsequent to period end, shares		100,000

Customer Deposits (Details)

Customer Deposits (Details) - USD ($)	6 Months Ended
	Dec. 31, 2017	Jun. 30, 2017
Customer Deposits (Textual)
Customer deposit	$ 120	$ 120
Deposits description	The deposit represents a one-third deposit for each of the three units ordered.

Common Stock (Details)

Common Stock (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Jun. 30, 2017
Common Stock (Textual)
Per share value	$ 0.03	$ 0.02
Proceeds, shares	3,000,000	1,097,500
Proceeds, value	$ 90,000	$ 21,950
Common stock, shares issued	67,097,500	64,097,500

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Nov. 15, 2017	May 15, 2016	Dec. 31, 2017	Dec. 31, 2016	Jun. 30, 2017
Related Party Transactions (Textual)
Common stock, shares issued			67,097,500		64,097,500
Accounts payable, related party			$ 20,000		$ 14,000
Advances, related parties			9,434		5,309
Additions during the period			6,500	$ 3,060
License fees payable			5,583		4,583
President [Member]
Related Party Transactions (Textual)
Common stock, shares issued		30,000,000
Value of shares issued		$ 30,000
Monthly cash consideration	$ 2,000	$ 1,000
Accounts payable, related party			6,000	6,000
Additions during the period					$ 456
Chairman of Board[Member]
Related Party Transactions (Textual)
Monthly cash consideration	$ 1,000
Affiliated Entity [Member]
Related Party Transactions (Textual)
Advances, related parties			5,934	5,309
Additions during the period			6,500	3,060
Reductions during period, advances			2,375
License fees payable			3,500	3,500
Reductions during period, license fees			$ 2,500

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Loss carryforwards	$ 39,433	$ 31,634
Less - accrued management fees	(4,200)	(2,940)
Less - valuation allowance	(35,233)	(28,694)
Total net deferred tax assets

Income Taxes (Details Textual)

Income Taxes (Details Textual)	6 Months Ended
	Dec. 31, 2017USD ($)
Income Taxes (Textual)
Operating loss carry-forwards	$ 168,000
Operating loss carry forwards, expiration date	Jun. 30, 2036
Statutory income tax rate	21.00%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Jan. 22, 2018	Jan. 01, 2018
Consulting Agreement, Investor Relations
Monthly consideration in cash		$ 1,000
Shares issued to consultant		100,000
Equity Purchase Agreement, Phenix
Terms of Agreement	Phenix Ventures has committed to purchasing 10,000,000 shares of the Company's Common Stock. Phenix will not hold any more than 9.99% of the issued and outstanding shares at any one time and funding will come by way of Put Notices as outlined in the EPA.
Shares to be registered	10,000,000
Shares held resstricted to	9.99%