UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended November 30, 2017

[   ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 333-214638

KALMIN CORP.

(Exact name of registrant as specified in its charter)

Kalmin Corp.

Alberdi 1045 Caacupe, Paraguay

Tel. +14153252151

Email: corp@kalmincorp.com

(Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X)       No ( )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange act. [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes (X)       No ( )

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   4,836,500 common shares issued and outstanding as of November 30, 2017.

Kalmin Corp.

QUARTERLY REPORT ON FORM 10-Q

Table of Contents

PART 1 – FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

The accompanying interim financial statements of Kalmin Corp. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

KALMIN CORP.

Balance Sheets

See accompanying notes to these financial statements.

KALMIN CORP.

Statements of Operations

For the Three Months Ended November 30, 2017 and 2016

(Unaudited)

See accompanying notes to these financial statements.

KALMIN CORP.

Statement of Cash Flows

For the Three Months Ended November 30, 2017 and 2016

(Unaudited)

See accompanying notes to these financial statements.

KALMIN CORP.

Notes to the Financial Statements

November 30, 2017

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Kalmin Corp. (“the Company”, “we”, “us” or “our”) was incorporated on July 20, 2016 in the State of Nevada. We manufacture and sell the necessary equipment for drinking mate - kalabas and bombilla. Many options are available for the production of kalabas (calabash), a traditional vessel for drinking yerba mate, and we choose to use wood and aluminum for reliability and durability. We start with kalabases of a single type and will expand to a range of cup sizes in the future.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company had $13,616 revenues for the three months ended November 30, 2017; but incurred a net loss.  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 or 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.

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of presentation

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principles require 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 amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

Cash and Cash Equivalents

All of the cash is maintained with the Bank of America, one of the major financial institutions in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments with the original maturities of three months or less at the date of acquisition to be cash equivalents. There were no cash equivalents as of November 30, 2017 and 2016.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

KALMIN CORP.

Notes to the Financial Statements

November 30, 2017

(Unaudited)

Inventories

Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (“FIFO”) method.

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using the straight-line method over the estimated useful life of the assets. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.

Fair Value of Financial Instruments

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Advertising

Advertising expenses consisted of marketing expenses and promotional activity expenses, and are recognized when incurred. Total advertising expense was $1,725 and $0 for the three months ended November 30, 2017 and 2016, respectively.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition

The Company recognizes revenue when the four basic criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Earnings (Loss) Per Share

Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of November 30, 2017 and 2016, there were no potentially dilutive debt or equity instruments issued or outstanding. 

Currencies

The Company’s reporting and functional currencies are both the U.S. dollar.  Foreign currency transaction gains and losses are included in other income (expense).

KALMIN CORP.

Notes to the Financial Statements

November 30, 2017

(Unaudited)

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

NOTE 4 – PROPERTY AND EQUIPMENT

As of November 30, 2017, property and equipment consisted of the following:

Depreciation expense for the three months ended November 30, 2017 and 2016 was $529 and $172 respectively.

NOTE 5 – ADVANCE FROM DIRECTOR

In July 2016, the Company executed an agreement with the President to loan the Company an amount not more than $25,000. As of November 30, 2017, the Company’s President has advanced $21,453 to the Company. This advance is unsecured, non-interest bearing and due on demand.

NOTE 6 – COMMON STOCK

On August 23, 2016, the Company issued 4,000,000 shares of common stock to a director for cash proceeds of $4,000 at $0.001 per share.

In April 2017, the Company issued 175,000 shares of common stock at $0.02 per share for cash proceeds of $3,371, net of issuance costs of $129.

In May 2017, the Company issued 206,500 shares of common stock at $0.02 per share for cash proceeds of $3,971, net of issuance costs of $159.

In June 2017, the Company issued 110,000 shares of common stock at $0.02 per share for cash proceeds of $2,078, net of issuance costs of $122.

In July 2017, the Company issued 180,000 shares of common stock at $0.02 per share for cash proceeds of $3,580, net of issuance costs of $20.

In August 2017, the Company issued 140,000 shares of common stock at $0.02 per share for cash proceeds of $2,780, net of issuance costs of $20.

In September 2017, the Company issued 25,000 shares of common stock at $0.02 per share for cash proceeds of $500.

KALMIN CORP.

Notes to the Financial Statements

November 30, 2017

(Unaudited)

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company has entered into a one-year rental agreement for office space for a $180 monthly fee, starting on September 1, 2016. On May 15, 2017, the Company signed an amendment to the rental agreement, extending the lease term for one year until September 1, 2018, with an option of further extension. Lease expenses for the three months ended November 30, 2017 and 2016 were $540 and $540, respectively.

NOTE 8 – INCOME TAXES

As of November 30, 2017, the Company had net operating loss carry forwards of approximately $19,447 that may be available to reduce future years’ taxable income in varying amounts through 2036. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The valuation allowance at November 30, 2017 was $6,612. The net change in valuation allowance during the three months ended November 30, 2017 was $5,140. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  Management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of November 30, 2017.

The provision for federal income tax consists of the following: 

The actual tax benefit at the expected rate of 34% differs from the expected tax benefit for the three months ended November 30, 2017 as follows:

KALMIN CORP.

Notes to the Financial Statements

November 30, 2017

(Unaudited)

NOTE 9 – SUBSEQUENT EVENTS

The Company has analyzed its transactions subsequent to November 30, 2017 through the date these financial statements were issued for consideration of any material subsequent events to disclose in these financial statements. In connection with the appointment of Karel Astride Oulai, as Treasurer and Secretary of the Company, on September 20, 2017, Ms. Oulai will be issued with 1,000,000 shares of the Company’s common stock for her services through the end of Company’s fiscal year on August 31, 2018. The exercise price of the stock options is $0.001 per share.

Forward looking statement notice

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Description of business

General

Our company Kalmin Corp. was incorporated on July 20, 2016 in the State of Nevada, United States of America, with an established end of fiscal year of August 31. We have generated limited revenues, have minimal assets and have incurred losses since inception as of November 30, 2017. We are an early-stage company formed to create special equipment for drinking mate tea – kalabas.

About mate tea.

We believe that mate tea is one of the most useful drinks in the world, that requires special equipment for use, such as kalabas and bombilla. Nowadays mate tea is acquiring more and more fans.

Official research scientists say that mate tea contains practically all the vitamins and substances necessary for the maintenance of normal human life. Scientists point out that a plant with so many essential and vital nutrients is extremely rare in nature.

About our kalabas and bombilla.

We produce kalabas for drinking mate tea. There are many raw materials options for production and we choose to use wood. Kalabas (calabash) are a traditional vessel for drinking yerba mate. In ancient times, Indian kalabas was manufactured from wood gourd. Later, they began to produce vessels of wood, fret and iron framing. Bombilla are metal straw-filters for drinking mate tea. Bombilla previously made of thin hollow trunks of plants. Today they are made of metal (stainless steel). The top of the tube is slightly flat mouthpiece, which may be gold-plated or silver, and at the bottom there is a special filter. Bombilla may be straight or slightly curved.

In the future, we plan to expand production and purchase more machines. We are planning to rent a bigger office when our operations are expanded and we attract more customers.

Product

We produce necessary equipment for drinking mate, which are kalabas and bombilla. We started with cups of the same size and will expand the range of kalabases in the future. Aluminum and wood are used as raw materials for our production. These materials will last longer and are more popular than pumpkin, which often cracks. At the end, with a special 3D Milling machine, we create an original look and engraved patterns in our product.

In addition we will order bombilla. There are examples of the items:

Production machine

For the manufacture and application of kalabas original engravings and patterns, we use special equipment: 3D Milling Machine, which is capable of processing wood, metal, acrylic and porcelain in all axes. Due to the size of our products, we use AMAN 4060 4axis 800W Z = 13.

The software of the machine supports popular graphic tools, vector and 3D formats, which is convenient for our process, because the variety of the engraving can be more advanced.

The dimensions and weight allow us to set the machine in a small room, which reduces our office rent expense.

The main functions of our machine are as following:

• engraving

• cutting

• 3d-milling

• drilling

• milling and engraving on the pivot axis.

Our machine allows us to work with such materials as wood, plastic, plexiglas, chipboard, MDF, plywood and light metals (copper, aluminum, brass).

The main features of our machine are as follows:

AMAN 4060 800W (z = 13)

The cost of the machine is $3,140. To control the machine, we use a computer with an LPT-port and installed Windows operating system. Our director will use his own computer, until we generate significant revenues or proceeds from this offering to buy a computer for the Company’s needs.

Raw Materials

We use wood and aluminum in the production of kalabases. We believe that these material will last longer and are more popular than pumpkin, which often cracks.

The following items compose our equipment:

- 3D Milling machine

- A computer

- Graphic Apps

- Replacement cutters for the machine

Kalmin Corp. has signed an Equipment Sale Contact with our vendor for supplying equipment and raw materials to our company. The Company also has verbal negotiations with several companies for supplying materials to us. There are no written agreements with any of these companies as of the date of this filing.

Target market

Mate tea is becoming more and more popular in the world. Scientists’ research, mentioned previously, contributes to the popularity of this tea. This trend is worldwide.

Kalmin Corp. intends to create high-quality and durable product for anyone who wants to take care of their health and drink healthy drinks.

Industry analysis and competition

Many companies in this sector have begun to experiment with the materials for production. Some are even making kalabas silicone now. We chose the path of the most useful and reliable material such as wood. In comparison with pumpkin, which was initially used to produce kalabas, wood creates a better taste and smell and is more durable and long lasting.

Our company will make special, beautiful patterns on our kalabas with our 3D Milling machine. We can make individual and unique engravings on our product. Kalmin Corp. will give originality and beauty to the manufactured products that will distinguish us from the crowd.

Markets

We believe that our product is popular around the world. We will be able to cooperate with tea and tea accessories shops worldwide when our business is successfully developed. Kalmin Corp. will collaborate with online stores and specialized websites based in Paraguay first and then in the closest neighboring countries.

Marketing

To promote our products, we need a website and to cooperate with other specialized websites and online stores. We will also seek local advertising like billboards. We will engage in both the wholesale and retail sale of kalabases and bombillas.

We are planning to affix every product, including those distributed via retail points, with a business card with information about Kalmin Corp., information about the product and contact details. In order to enhance the feeling of uniqueness of our products, we may also indicate a unique reference number on the business card to accompany each Kalmin Corp. product. We will develop a discount system for our partners and clients.

We can also make individual and unique engravings on our product.

Employees

Our director Jose Galarza has excellent craft skills and can create kalabases with the 3D Milling machine. He also has skills to use image editor for our machine, which allows him to easily create our products.

Office

As of the date of this filing we have signed a lease agreement for one-year term of leasing an office space of 35 sq. m in Asuncion 1899 Paraguay.

Insurance

We have not obtained any insurance and do not intend to obtain insurance in the future. Because we do not have any insurance, if we are made a party of a product liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to export and import of products for production and operation of any facility in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business. We do not need to receive any government approvals necessary to conduct our business; however, we will have to comply with all applicable export and import regulations.

Management’s discussion and analysis of financial condition and results of operations

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

• Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

• Provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;

• Comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

• Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

• Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.

We are an early stage company. Our full business plan entails activities described in the Plan of Operation section below. Long term financing beyond the maximum aggregate amount of this offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. Our expansion may include expanding our office facilities, hiring sales personnel and entering into agreements with new clients. We have not planned our expansion, and we have not decided yet on the scale of our development and expansion and on exact amount of funding needed for our long term financing.

Our independent registered public accountant has issued a going concern opinion. This means that there is a doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated limited revenues.

To meet our needs for cash we are attempting to raise money from this offering and from selling our kalabases. We believe that we will be able to raise enough money through this offering or through selling our products to continue our proposed operations but we cannot guarantee that once we continue operations we will stay in business after doing so. If we are unable to successfully find customers, we may quickly use up the proceeds from this offering and will need to find alternative sources.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $60,000 from this offering, it will last one year, but we may need more funds for business operations in the next year, and we will have to revert to obtaining additional money.

Results of operations

Results of Operations for the three months ended November 30, 2017 and 2016:

Revenue and cost of goods sold

For the three months ended November 30, 2017, the Company generated total revenue of $13,616 from selling products to its customer. The cost of goods sold for the three months ended November 30, 2017 was $6,668, which represents the cost of raw materials.

For the three months ended November 30, 2016, the Company generated total revenue of $4,300. The cost of goods sold for the three months ended November 30, 2016 was $673, which represents the cost of raw materials.

Operating expenses

Total operating expenses for the three months ended November 30, 2017 were $22,064. The operating expenses for the three months ended November 30, 2017 included advertising expense of $1,725; bank charges of $189; depreciation expense of $529; miscellaneous expense of $1,366; professional fees of $6,215; rent expense of $540; audit fees of $9,500; legal fees of $2,000.

Total operating expenses for the three months ended November 30, 2016 were $5,653. The operating expenses for the three months ended November 30, 2016 included bank charges of $367; depreciation expense of $172; rent expense of $540; website expense of $200; audit fees of $3,500 and legal fees of $875.

Net Loss

The net loss for the three months ended November 30, 2017 was $15,116.

The net loss for the three months ended November 30, 2016 was $2,026.

Liquidity and capital resources

As of November 30, 2017, our total assets were $32,437, compared to $36,903 as of August 31, 2017. Total assets were comprised of $23,335 in current assets and $9,102 in fixed assets.

As of November 30, 2017, our current liabilities were $31,603, compared to $21,453 as of August 31, 2017.  Stockholders’ equity was $834, compared to $15,450 as of August 31, 2017.

CASH FLOWS FROM OPERATING ACTIVITIES

We have generated positive cash flows from operating activities. For the three months ended November 30, 2017, net cash flows used in operating activities was $5,862.

CASH FLOWS FROM INVESTING ACTIVITIES

For the three months ended November 30, 2017, we used no cash in investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

For the three months ended November 30, 2017, net cash flows generated by financing activities was $500.

Off-balance sheet arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We have $13,616 revenues for the three months ended November 30, 2017. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholder.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Controls over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II.  OTHER INFORMATION

We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.

None

None

None

None

None

The following exhibits are included as part of this report by reference:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Caacupe, Paraguay on January 16, 2018.