Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Feb. 28, 2019 | Jun. 17, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | KALMIN CORP. | |
Entity Central Index Key | 0001685570 | |
Document Type | 10-Q | |
Document Period End Date | Feb. 28, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Is Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 4,836,500 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Shell Company | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 28, 2019 | Aug. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 53 | |
Accounts receivable | 498 | |
Total Current Assets | 551 | |
TOTAL ASSETS | 551 | |
Current Liabilities | ||
Accounts payable and accrued liabilities | 12,063 | 12,821 |
Advances from director | 27,463 | 2,582 |
TOTAL LIABILITIES | 39,526 | 15,403 |
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 | 30,404 |
Retained earnings from discontinued operations | 29,190 | 29,190 |
Accumulated deficit | (99,102) | (79,833) |
Total stockholders' deficit | (38,975) | (15,403) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 551 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Feb. 28, 2019 | Aug. 31, 2018 |
STOCKHOLDERS' DEFICIT | ||
Common stock, 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | |
Consolidated Statements Of Operations | ||||
REVENUES, NET OF FEES | $ 500 | $ 500 | ||
OPERATING EXPENSES | ||||
General and administrative | 11,213 | 13,069 | 19,769 | 34,605 |
Total Operating Expenses | 11,213 | 13,069 | 19,769 | 34,605 |
Loss Before Income Taxes | (10,713) | (13,069) | (19,269) | (34,605) |
Provision for Income Taxes | ||||
NET LOSS FROM CONTINUED OPERATIONS | (10,713) | (13,069) | (19,269) | (34,605) |
NET INCOME FROM DISCOUTINUED OPERATIONS | 4,778 | 11,197 | ||
NET LOSS | $ (10,713) | $ (8,291) | $ (19,269) | $ (23,408) |
Loss from Continued Operations per share: Basic and Diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
Income from Discontinued Operations per share: Basic and Diluted | 0 | 0 | 0 | 0 |
Net loss per share: Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Common Shares Outstanding - Basic and Diluted | 4,836,500 | 4,836,500 | 4,836,500 | 4,835,948 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings From Discontinued Operations | Accumulated Deficit | Total |
Beginning Balance, Shares at Aug. 31, 2017 | 4,811,500 | ||||
Beginning Balance, Amount at Aug. 31, 2017 | $ 4,811 | $ 14,969 | $ 19,016 | $ (23,346) | $ 15,450 |
Common stock issued for cash, Shares | 25,000 | ||||
Common stock issued for cash, Amount | $ 25 | 475 | 500 | ||
Net income from discontinued operations | 6,419 | 6,419 | |||
Net loss | (21,536) | (21,536) | |||
Ending Balance, Shares at Nov. 30, 2017 | 4,836,500 | ||||
Ending Balance, Amount at Nov. 30, 2017 | $ 4,836 | 15,444 | 25,435 | (44,882) | 833 |
Beginning Balance, Shares at Aug. 31, 2017 | 4,811,500 | ||||
Beginning Balance, Amount at Aug. 31, 2017 | $ 4,811 | 14,969 | 19,016 | (23,346) | 15,450 |
Net loss | (34,605) | ||||
Ending Balance, Shares at Feb. 28, 2018 | 4,836,500 | ||||
Ending Balance, Amount at Feb. 28, 2018 | $ 4,836 | 15,444 | 30,213 | (57,951) | (7,458) |
Beginning Balance, Shares at Nov. 30, 2017 | 4,836,500 | ||||
Beginning Balance, Amount at Nov. 30, 2017 | $ 4,836 | 15,444 | 25,435 | (44,882) | 833 |
Net income from discontinued operations | 4,778 | 4,778 | |||
Net loss | (13,069) | (13,069) | |||
Ending Balance, Shares at Feb. 28, 2018 | 4,836,500 | ||||
Ending Balance, Amount at Feb. 28, 2018 | $ 4,836 | 15,444 | 30,213 | (57,951) | (7,458) |
Beginning Balance, Shares at Aug. 31, 2018 | 4,836,500 | ||||
Beginning Balance, Amount at Aug. 31, 2018 | $ 4,836 | 30,404 | 29,190 | (79,833) | (15,403) |
Net loss | (8,556) | (8,556) | |||
Ending Balance, Shares at Nov. 30, 2018 | 4,836,500 | ||||
Ending Balance, Amount at Nov. 30, 2018 | $ 4,836 | 30,404 | 29,190 | (88,389) | (23,959) |
Beginning Balance, Shares at Aug. 31, 2018 | 4,836,500 | ||||
Beginning Balance, Amount at Aug. 31, 2018 | $ 4,836 | 30,404 | 29,190 | (79,833) | (15,403) |
Net loss | (19,269) | ||||
Ending Balance, Shares at Feb. 28, 2019 | 4,836,500 | ||||
Ending Balance, Amount at Feb. 28, 2019 | $ 4,836 | 26,101 | 29,190 | (99,102) | (38,975) |
Beginning Balance, Shares at Nov. 30, 2018 | 4,836,500 | ||||
Beginning Balance, Amount at Nov. 30, 2018 | $ 4,836 | 30,404 | 29,190 | (88,389) | (23,959) |
Acquisition of net assets | (4,303) | (4,303) | |||
Net loss | (10,713) | (10,713) | |||
Ending Balance, Shares at Feb. 28, 2019 | 4,836,500 | ||||
Ending Balance, Amount at Feb. 28, 2019 | $ 4,836 | $ 26,101 | $ 29,190 | $ (99,102) | $ (38,975) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss from continued operations | $ (19,269) | $ (23,408) |
Net income from discontinued operations | 11,197 | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,058 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (498) | |
Prepaid expenses | 4,170 | |
Inventory | 12,878 | |
Accounts payable and accrued liabilities | (5,114) | 360 |
Customer deposits | 1,700 | |
Net cash used in operating activities | (24,881) | (3,242) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of net cash from No Tie LLC | 53 | |
Net cash provided by investing activities | 53 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net advances from director | 24,881 | |
Proceeds from sale of common stock | 500 | |
Net cash provided by financing activities | 24,881 | 500 |
Net increase (decrease) in cash and cash equivalents | 53 | (2,742) |
Cash and cash equivalents - beginning of period | 4,021 | |
Cash and cash equivalents - end of period | 53 | 1,279 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | ||
Cash paid for income taxes |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 6 Months Ended |
Feb. 28, 2019 | |
Notes to Financial Statements | |
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. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Feb. 28, 2019 | |
Notes to Financial Statements | |
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 $19,269 during the six months ended February 28, 2019 and has accumulated deficit of $99,102 from continued operations and retained earnings of $29,190 from discontinued operations as of February 28, 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. |
SUMMARY OF SIGNIFCANT ACCOUNTIN
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES | 6 Months Ended |
Feb. 28, 2019 | |
Notes to Financial Statements | |
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 six months ended February 28, 2019 are not necessarily indicative of the results that may be expected for the year ending August 31, 2019. 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, 2018 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on November 29, 2018. 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 February 28, 2019, the cash and cash equivalents is $53. 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 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 February 28, 2019, amounts of $498 was recorded as accounts receivable, 100% of which was due from one customer. 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 February 28, 2019 and August 31, 2018, 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. |
ADVANCE FROM DIRECTOR
ADVANCE FROM DIRECTOR | 6 Months Ended |
Feb. 28, 2019 | |
Notes to Financial Statements | |
NOTE 4 - ADVANCE FROM DIRECTOR | As of February 28, 2019 and August 31, 2018, the amount due to the Company’s President was $27,463 and $2,582, respectively. These advances were unsecured, non-interest bearing and due on demand. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Feb. 28, 2019 | |
Notes to Financial Statements | |
NOTE 5 - DISCONTINUED OPERATIONS | During the six months ended February 28, 2019, in connection with the acquisition of No Tie LLC, the Company changed their business operations from manufacturing and sale of equipment for drinking mate to developing on-line mobile applications. The Company has excluded results of the operations from its Consolidated Statements of Operations to present the revenue, cost of revenue and related operating expense from the drinking mate equipment business in discontinued operations. The following table shows the results of operations of the drinking mate equipment business for the six months ended February 28, 2019 and 2018 which are included in the net income from discontinued operations: Six Months Ended February 28 2019 2018 Revenues $ - $ 25,766 Cost of Goods Sold - 13,511 Gross Profit - 12,255 Operating Expenses General and administrative - 1,058 Total Operating Expenses - 1,058 Income from Operations - 11,197 Provision for income taxes - - Net Income from Discontinued Operations $ - $ 11,197 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Feb. 28, 2019 | |
Notes to Financial Statements | |
NOTE 6 - SUBSEQUENT EVENTS | Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Feb. 28, 2019 | |
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 six months ended February 28, 2019 are not necessarily indicative of the results that may be expected for the year ending August 31, 2019. 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, 2018 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on November 29, 2018. |
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 February 28, 2019, the cash and cash equivalents is $53. |
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 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 February 28, 2019, amounts of $498 was recorded as accounts receivable, 100% of which was due from one customer. |
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 February 28, 2019 and August 31, 2018, 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. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Feb. 28, 2019 | |
Discontinued Operations | |
Net income from discontinued operations | Six Months Ended February 28 2019 2018 Revenues $ - $ 25,766 Cost of Goods Sold - 13,511 Gross Profit - 12,255 Operating Expenses General and administrative - 1,058 Total Operating Expenses - 1,058 Income from Operations - 11,197 Provision for income taxes - - Net Income from Discontinued Operations $ - $ 11,197 |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 28, 2019 | May 04, 2018 | |
State of incorporation | Nevada | |
Date of Incorporation | Jul. 20, 2016 | |
Share Sale and Purchase Agreement [Member] | No Tie LLC [Member] | December 1, 2018 [Member] | ||
Business acquisition, purchase price | $ 37,500 | |
Jose Maria Galarza Gaona [Member] | ||
Number of shares transferred | 4,000,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | Aug. 31, 2018 | |
Going Concern | |||||
Loss from operations | $ (10,713) | $ (13,069) | $ (19,269) | $ (34,605) | |
Accumulated deficit | (99,102) | (99,102) | $ (79,833) | ||
Retained earnings | $ 29,190 | $ 29,190 | $ 29,190 |
SUMMARY OF SIGNIFCANT ACCOUNT_2
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | |||
Feb. 28, 2019 | Aug. 31, 2018 | Feb. 28, 2018 | Aug. 31, 2017 | |
Cash and cash equivalents | $ 53 | $ 1,279 | $ 4,021 | |
Accounts receivable | $ 498 | |||
Accounts Receivable [Member] | ||||
Average collection period, description | The terms of receivables are typically 60 days after sale | |||
Accounts Receivable [Member] | One customer [Member] | ||||
Concentration risk percentage | 100.00% |
ADVANCE FROM DIRECTOR (Details
ADVANCE FROM DIRECTOR (Details Narrative) - USD ($) | Feb. 28, 2019 | Aug. 31, 2018 |
Due to related parties | $ 27,463 | $ 2,582 |
President [Member] | ||
Due to related parties | $ 27,463 | $ 2,582 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | |
Discontinued Operations Details Narrative Abstract | ||||
Revenues | $ 25,766 | |||
Cost of Goods Sold | 13,511 | |||
Gross Profit | 12,255 | |||
OPERATING EXPENSES | ||||
General and administrative | 1,058 | |||
Total Operating Expenses | 1,058 | |||
Income from Operations | 11,197 | |||
Provision for income taxes | ||||
Net Income from Discontinued Operations | $ 4,778 | $ 11,197 |