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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kelvin Medical Inc (CE) | USOTC:KVMD | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2018
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
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Yes [X] No [ ]
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Yes [X] No [ ]
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [X]
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Emerging growth company [X]
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Yes [ ] No [ X ]
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Yes [ ] No [ ]
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67,297,500 common shares outstanding as of May 15, 2018
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(Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.)
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Page
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PART I – Financial Information
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Item 1.
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Financial Statements
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3 |
Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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4 |
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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6 |
Item 4.
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Controls and Procedures
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7 |
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PART II – Other Informatio
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Item 1.
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Legal Proceedings
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7 |
Item 1A.
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Risk Factors
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7 |
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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7 |
Item 3.
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Defaults Upon Senior Securities
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7 |
Item 4.
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Mine Safety Disclosures
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7 |
Item 5.
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Other Information
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7 |
Item 6.
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Exhibits
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8 |
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Signatures
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8 |
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Page
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Balance Sheets as of March 31, 2018 (Unaudited) and June 30, 2017
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F-1
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F-2
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Interim Unaudited Statement of Cash Flows for the nine months ended March 31, 2018 and 2017
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F-3
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Notes to Financial Statements (Unaudited)
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F-4 to F-9
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Three Months Ended
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Nine Months Ended
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||||||||||||||
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March 31,
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March 31,
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March 31,
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|||||||||||||
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2018
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2017
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2018
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2017
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||||||||||||
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||||||||||||||||
$
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-
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$
|
-
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$
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-
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$
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-
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|||||||||
Cost of goods sold
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-
|
-
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-
|
-
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||||||||||||
Gross profit
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-
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-
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-
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-
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||||||||||||
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||||||||||||||||
Operating expenses:
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||||||||||||||||
8,000
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3,000
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14,000
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9,000
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|||||||||||||
Patent license fees
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1,750
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1,750
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5,250
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5,250
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||||||||||||
Professional fees
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14,175
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2,093
|
38,675
|
2,093
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||||||||||||
Research and development expenses
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17,068
|
-
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17,068
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-
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||||||||||||
General and administrative expenses
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14,472
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1,286
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17,612
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1,316
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||||||||||||
Total operating expenses
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8,129
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17,659
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||||||||||||||
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||||||||||||||||
Loss from operations
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(55,465
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)
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(8,129
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)
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(92,605
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)
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(17,659
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)
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||||||||
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||||||||||||||||
Income (loss) before taxes
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-
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-
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-
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-
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||||||||||||
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||||||||||||||||
Provision for income tax expense
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-
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-
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-
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-
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||||||||||||
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||||||||||||||||
$
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(55,465
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)
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$
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(8,129
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)
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$
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(92,605
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)
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$
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(17,659
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)
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|||||
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||||||||||||||||
Net (loss) per common shares (basic and diluted)
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
|
)
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||||
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||||||||||||||||
Weighted average shares outstanding - Basic and diluted
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67,197,500
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63,049,611
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65,498,960
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63,016,296
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Nine Months ended
March 31,
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|||||||
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2018
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2017
|
||||||
Cash Flows from Operating Activities
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||||||||
Net loss
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$
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(92,605
|
)
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$
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(17,659
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||
Shares issued for services provided
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3,000
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-
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||||||
Other receivable
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3,000
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(3,000
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)
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|||||
Accounts payable
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2,290
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3,379
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||||||
Accounts payable, related parties
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14,279
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14,250
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Subscriptions received
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-
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(7,400
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)
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Liability for unissued shares for services provided
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-
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7,400
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||||||
Net cash used in operating activities
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(70,036
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)
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(3,030
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)
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||||||||
Cash Flows from Investing Activities
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||||||||
Net cash provided from (used by) investing activities
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-
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-
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||||||
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||||||||
Cash Flows from Financing Activities
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||||||||
Proceeds from private placement
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90,000
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-
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||||||
Advances, related parties
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10,483
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3,060
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||||||
Repayments, related parties
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(11,178
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)
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-
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|||||
Net cash provided from (used by) financing activities
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89,305
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3,060
|
||||||
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||||||||
Increase (decrease) in cash and cash equivalents
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19,269
|
30
|
||||||
Cash and cash equivalents at beginning of period
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17,280
|
1,076
|
||||||
Cash and cash equivalents at end of period
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$
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36,549
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$
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1,106
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||||
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||||||||
Cash paid (received) during year for:
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||||||||
Interest
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$
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-
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$
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-
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||||
Income taxes
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$
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-
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$
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-
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||||
Non-Cash Investing and Financing Activities:
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||||||||
Shares issued to settle accounts payable
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$
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2,000
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$
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-
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1.
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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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1.
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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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2.
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GOING CONCERN
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3.
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PATENT LICENSE AGREEMENT
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(a)
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An ongoing maintenance fee of $500 per month plus an additional annual fee of $1,000;
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(b)
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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;
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(c)
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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.
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CONSULTING AGREEMENT
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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 nine months ended March 31, 2018, the Company paid $8,000 in cash and $2,000 was settled by the issuance of 100,000 shares as agreed in November 2017. The issued shares were valued at $0.02 per share, the value of the most recent transaction whereby the Company sold common shares.
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4.
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CONSULTING AGREEMENT
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(c)
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On January 1, 2018, the Company entered into a one-year agreement with a consultant for advice regarding certain investor relations services. 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 the Company's Common Stock.
During the nine months ended March 31, 2018, the Company paid $2,000 in cash, leaving $1,000 in accounts payable. 100,000 shares were issued as per the terms of the agreement at a price of $0.03 per share, which share value represents the most recent transaction whereby the Company sold common shares. The $3,000 was recorded as professional fees.
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5.
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CUSTOMER DEPOSITS
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6.
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COMMON STOCK
|
RELATED PARTY TRANSACTIONS
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Management and other services:
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7.
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RELATED PARTY TRANSACTIONS (continued)
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a.
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Management and other services: (continued)
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b.
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Advances
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8.
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OTHER EVENTS
|
INCOME TAXES
|
March 31,
2018
|
June 30,
2017
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|||||||
Loss carry forwards
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$
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51,100
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$
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31,600
|
||||
Less – accrued management fees
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(3,780
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)
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(2,940
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)
|
||||
Less - valuation allowance
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(47,320
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)
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(28,660
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)
|
||||
Total net deferred tax assets
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$
|
-
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$
|
-
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10.
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SUBSEQUENT EVENTS
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At
March 31, 2018
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At
June 30, 2017
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|||||||
Current Assets
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$
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36,549
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$
|
20,280
|
||||
Current Liabilities
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$
|
42,842
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$
|
28,968
|
||||
Working Capital (Deficit)
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$
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(6,293
|
)
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$
|
(8,688
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)
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Nine Months ended
March 31,
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|||||||
|
2018
|
2017
|
||||||
Net cash (used) in operating activities
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$
|
(70,036
|
)
|
$
|
(3,030
|
)
|
||
Net cash provided by (used in) investing activities
|
-
|
-
|
||||||
Net cash provided by financing activities
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$
|
89,305
|
$
|
3,060
|
||||
Net increase (decrease) in cash during period
|
$
|
19,269
|
$
|
30
|
Exhibit Number
|
|
Description
|
|
|
Kelvin Medical, Inc.
|
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Date:
|
May 15, 2018
|
By:
|
/s/ William Mandel
|
|
|
Name:
|
William Mandel
|
|
|
Title:
|
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer & Director
|
1 Year Kelvin Medical (CE) Chart |
1 Month Kelvin Medical (CE) Chart |
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