Nevada
|
3841
|
81-2552488
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer Identification
Number)
|
Large accelerated filer
|
□
|
Accelerated filer
|
□
|
Non-accelerated filer
|
□
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
⌧
|
Title of Each Class
of Securities to be
Registered
|
Amount to be
Registered
|
Maximum Offering
Price Per
Share
|
Maximum
Aggregate
Offering
Price
(1)
|
Amount of
Registration
Fee (1)
|
Common Stock, $0.001 par value per share
|
33,000,000
|
$0.02
|
$660,000.00
|
$66.46
|
(1)
|
Estimated solely for the purpose of calculating the registration fee under Rule 457(a) and (o) of the Securities Act.
|
The information in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where an offer or sale is not permitted.
|
Offering Price
to the Public
Per Share
|
Commissions
|
Net Proceeds
to Company
After Offering
Expenses
(25% of Shares Sold)
|
Net Proceeds
to Company
After Offering
Expenses
(50% of Shares Sold)
|
Net Proceeds
to Company
After Offering
Expenses
(75% of Shares Sold)
|
Net Proceeds
to Company
After Offering
Expenses
(100% of Shares Sold)*
|
|
Common Stock
|
$0.02
|
Not Applicable
|
$150,000.00
|
$300,000.00
|
$450,000.00
|
$600,000.00
|
Total
|
$0.02
|
Not Applicable
|
$150,000.00
|
$300,000.00
|
$450,000.00
|
$600,000.00
|
Page
|
|
Prospectus Summary
|
5
|
The Offering
|
7
|
Risk Factors
|
8
|
Determination of Offering Price
|
13
|
Use of Proceeds
|
13
|
Plan of Distribution; Terms of the Offering
|
14
|
Dilution
|
16
|
Description of Property
|
17
|
Description of Securities
|
17
|
Description of Business
|
18
|
Management’s Discussion and Analysis
|
26
|
Directors, Executive Officers, Promoters and Control Persons
|
28
|
Executive Compensation
|
30
|
Security Ownership of Certain Beneficial Owners and Management
|
31
|
Certain Relationships and Related Transactions
|
32
|
Legal Matters
|
32
|
Experts
|
32
|
Commission Position on Indemnification for Securities Act Liabilities
|
33
|
Where You Can Find More Information
|
33
|
Index to Financial Statements
|
F-1
|
Other Expenses of Issuance and Distribution
|
34
|
Indemnification of Officers and Directors
|
34
|
Recent Sales of Unregistered Securities
|
35
|
Exhibits
|
36
|
Undertakings
|
36
|
The Issuer
|
Kelvin Medical, Inc.
|
|
Securities being offered
|
Up to 30,000,000 shares of Common Stock; our Common Stock is described in further detail in the section of this prospectus titled “DESCRIPTION OF SECURITIES – Common Stock.” Further 3,000,000 shares of common stock on behalf of a selling shareholder are being registered.
|
|
Offering Type
|
The Offering is being conducted on a self-underwritten, best efforts basis, there is no minimum number of shares that must be sold by us for the Offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. There will be no proceeds from the shares being registered for the selling shareholder.
|
|
Per Share Price
|
$0.02
|
|
No Revocation
|
Once you submit a Subscription Agreement and the Company accepts it, you may not revoke or change your subscription or request a refund of monies paid. All accepted subscriptions are irrevocable, even if you subsequently learn information about us that you consider to be materially unfavorable.
|
|
No Public Market
|
There is no public market for our Common Stock. We cannot give any assurance that the shares being offered will have a market value, or that they can be resold at the offered price if and when an active secondary market might develop, or that a public market for our securities may be sustained even if developed. The absence of a public market for our stock will make it difficult to sell your shares.
We intend to apply to the OTC Pink Market, through a market maker that is a licensed broker dealer, to allow the trading of our Common Stock upon our becoming a reporting entity under the Securities Exchange Act of 1934.
|
|
Duration of Offering
|
The shares are offered for a period not to exceed 180 days, unless extended by our Board of Directors for an additional 90 days, or until all of the shares have been sold.
|
|
Number of Shares Outstanding Before the Offering
|
There are 63,000,000 shares of Common Stock issued and outstanding as of the date of this prospectus; 30,000,000 held by our President, Chief Executive Officer, Secretary, Treasurer, and Director, Mr. William Mandel, and 30,000,000 held by our Chairman of the Board, Dr. Margaret Austin, PhD. 3,000,000 shares have been issued to a consultant for services rendered with regard to this Registration Statement.
|
|
Registration Costs
|
We estimate our total costs relating to the registration herein shall be approximately $60,000 which amount has been settled in full by the issuance of 3,000,000 shares of common stock included in this Registration Statement.
|
|
Net Proceeds to the Company
|
The Company is offering 30,000,000 shares of Common Stock, $0.001 par value at an offering price of $0.02 per Share. Net proceeds, after offering expenses, to the Company, if we are able to sell all of the 30,000,000 shares, will be $600,000. The full subscription price will be payable at the time of subscription and any such funds received from customers in this Offering will be released to the Company when subscriptions are received and accepted.
|
|
Use of Proceeds
|
If the maximum amount of funds are raised, we intend to fund our operations and implement our business plan. No assurance can be given that the net proceeds from the total number of shares offered hereby or any lesser net amount will be sufficient to accomplish our goals.
|
|
Risk Factors
|
An investment in our Common Stock involves a high degree of risk. You should carefully consider the risk factors set forth under the “Risk Factors” section herein and the other information contained in this prospectus before making an investment decision regarding our Common Stock.
|
·
|
products by the Company or its competitors;
|
·
|
additions or departures of key personnel;
|
·
|
the Company’s ability to execute its business plan;
|
·
|
operating results that fall below expectations;
|
·
|
industry developments;
|
·
|
economic and other external factors; and
|
·
|
period-to-period fluctuations in the Company’s financial results.
|
Shares Offered
(% Sold)
|
Gross Offering Proceeds
|
Approximate Offering Expenses
(1)
|
Total Net Offering Proceeds
(1)
|
Principal Uses of Net Proceeds
|
||
7,500,000 shares (25%)
|
$150,000
|
Offering costs including drafting and preparation of the Registration Statement, all associated auditor, accountant and filing fees up to period of Notice of Effectiveness. Preparation and filing of Form 15C211, application for DTC eligibility and obtaining a trading symbol on OTC Markets
|
$150,000
|
Initial production run – 100 arm band devices
|
$100,000
|
|
Marketing efforts
|
$ Nil
|
|||||
Marketing Materials
|
$ Nil
|
|||||
Distributor costs
|
$ Nil
|
|||||
G&A, website maintenance, including management salary as may be required
|
$ 15,000
|
|||||
Admin/Professional Fees
(2)
|
$ 35,000
|
|||||
TOTAL
|
$60,000
|
TOTAL
|
$150,000
|
|||
15,000,000shares (50%)
|
$300,000
|
Offering costs including drafting and preparation of the Registration Statement, all associated auditor, accountant and filing fees up to period of Notice of Effectiveness. Preparation and filing of Form 15C211, application for DTC eligibility and obtaining a trading symbol on OTC Markets
|
$300,000
|
Initial production run – 200 arm band devices
|
$200,000
|
|
Marketing efforts
|
$ 10,000
|
|||||
Marketing Materials
|
$ 15,000
|
|||||
Distributor costs
|
$ 15,000
|
|||||
G&A, website maintenance, including management salary as may be required
|
$ 25,000
|
|||||
Admin/Professional Fees
(2)
|
$ 35,000
|
|||||
TOTAL
|
$60,000
|
TOTAL
|
$300,000
|
|||
22,500,000 shares
(75%)
|
$450,000
|
Offering costs including drafting and preparation of the Registration Statement, all associated auditor, accountant and filing fees up to period of Notice of Effectiveness. Preparation and filing of Form 15C211, application for DTC eligibility and obtaining a trading symbol on OTC Markets
|
$450,000
|
Initial production run – 200 arm band devices
|
$200,000
|
|
Marketing efforts
|
$ 65,000
|
|||||
Marketing Materials
|
$ 25,000
|
|||||
Distributor costs
|
$ 50,000
|
|||||
G&A, website maintenance, including management salary as may be required, addition of in house order and support staff
|
$ 75,000
|
|||||
Admin/Professional Fees
(2)
|
$ 35,000
|
|||||
TOTAL
|
$60,000
|
TOTAL
|
$450,000
|
|||
30,000,000 shares
(100%)
|
$600,000
|
Offering costs including drafting and preparation of the Registration Statement, all associated auditor, accountant and filing fees up to period of Notice of Effectiveness. Preparation and filing of Form 15C211, application for DTC eligibility and obtaining a trading symbol on OTC Markets
|
$600,000
|
Initial production run – 200 arm band devices
|
$200,000
|
|
Secondary production
|
$ 150,000
|
|||||
Marketing efforts
|
$ 65,000
|
|||||
Marketing Materials
|
$ 25,000
|
|||||
Distributor costs
|
$ 50,000
|
|||||
G&A, website maintenance, including management salary as may be required, addition of in house order and support staff
|
$ 75,000
|
|||||
Admin/Professional Fees
(2)
|
$ 35,000
|
|||||
TOTAL
|
$60,000
|
TOTAL
|
$600,000
|
(1)
Offering expenses have a fixed value of $60,000 under the terms of a contract entered into with S-1 Services LLC whereby S-1 Services will cover all costs and services associated with drafting and preparation of the Registration Statement, all associated auditor, accountant and filing fees up to period of Notice of Effectiveness. Preparation and filing of Form 15c2-11, application for DTC eligibility and obtaining a trading symbol on OTC Pink. The services provided have been agreed to be paid by the issuance of 3,000,000 shares of common stock which shares shall be included in this registration statement, with a value of $60,000. As a result there is no deduction to the net proceeds of the Offering as a result of the payment of the associated Offering Costs.
(2) Admin and professional fees include the costs of public reporting in the 12 months following notice of effectiveness estimated at $35,000 which will include but are not limited to: legal fees, audit fees, accounting fees and SEC filing fees.
|
·
|
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
|
·
|
contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties;
|
·
|
contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;
|
·
|
contains a toll-free telephone number for inquiries on disciplinary actions;
|
·
|
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and,
|
·
|
contains such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or regulation.
|
·
|
bid and offer quotations for the penny stock;
|
·
|
details of the compensation of the broker-dealer and its salesperson in the transaction;
|
·
|
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and,
|
·
|
monthly account statements showing the market value of each penny stock held in the customer’s account.
|
Shares Issued
|
Total Consideration
|
Price Per Share
|
|||
Number of Shares
|
Percent
|
Amount
|
Percent
|
||
Existing Shareholders
(1)
|
60,000,000
|
64.5%
|
$60,000
|
8.3%
|
$0.001
|
Selling Shareholder
(2)
|
3,000,000
|
3.2%
|
$60,000
|
8.33%
|
$0.02
|
Purchasers of Shares
|
30,000,000
|
32.3%
|
$600,000
|
83.34%
|
$0.02
|
Total
|
93,000,000
|
100%
|
$720,000
|
100%
|
(1)
Subsequent to the organization of the Company, the Company issued 30,000,000 shares of its Common Stock, at $0.001 per share for a total of $30,000 to Mr. William Mandel, our sole officer, and a director, as consideration for services rendered in the form of a signing bonus. Additionally, the Company issued 30,000,000 shares of its Common Stock to Dr. Austin our Chairman of the Board as consideration for services rendered as Chairman.
(2)
The Company has issued 3,000,000 shares of its Common Stock to S-1 Services relative to Offering costs and other consulting services to be provided to the Company at a value of $0.02 per share, or for a total of $60,000.
|
·
|
formation of our Company;
|
·
|
completion of our business plan;
|
·
|
development of website
|
·
|
the acquisition of funding
|
·
|
continuous cold
|
·
|
continuous hot
|
·
|
continuous contrast between the hot and cold
|
·
3 to 6 hour battery life
|
·
dial in temperature
|
·
dial in time
|
·
download therapy history
|
·
dual therapy sites on the body
|
·
Estimated Cost of goods-$55
|
·
Estimated Retail Price $225
|
1.
|
Raising capital – We will begin raising funding through the sale of our securities as set forth within this Registration Statement. This will start as soon as we receive a Notice of Effectiveness from the SEC. The expenses involved with becoming a public company are estimated at $60,000 the costs of which have been settled by the issuance of 3,000,000 shares of common stock.
|
2.
|
Prototype production- We intend to work with engineers to create the final design, have molds built, and finally produce the first generation of Therm-N-Ice arm band devices for resale to distributors.
|
3.
|
Work with a graphic artist to design the packaging for the product. Produce the packaging with the arm bands.
|
4.
|
Establish resellers- We intend to contact and establish distribution through pharmacies, pharmaceutical companies and health care companies that distribute medical devices.
|
1.
|
Produce a second larger production of arm band devices
|
2.
|
Locating and renting warehouse space
|
3.
|
Hiring warehouse staff to perform order fulfillment
|
4.
|
Hire office support staff
|
5.
|
Use marketing dollars to increase acquisition of customers through promotions, endorsements from athletes and sports teams.
|
-
|
attract new clients with the design, ease of use, and portability of our product
|
-
|
to sustain lower operating costs per customer we plan to use third parties to market our product
|
-
|
deploy our capital more effectively having successfully sold our first generation devices and to move to the production of a larger quantity of devices in the second generation production. Our first generation units will be more costly because they will include other related costs such as the initial engineering design expense and production grade molds. The second generation units will be less costly, because they do not include the other related costs.
|
·
|
increase overall spending to ensure we are offering the best quality products and pricing to our customers;
|
·
|
continually assess and evaluate our specials and other offers to ensure that we are offering the most compelling and affordable products
|
·
|
increase our advertising, promotional spending, as well as other customer acquisition costs.
|
Description
|
Time period (Post Notice of Effectiveness)
|
Estimated maximum expenses
|
Costs of meeting public reporting requirements
|
10-12 months
|
$35,000
|
General office, salaries and website maintenance
|
10-12 months
|
$15,000
|
Initial product run – 100 arm band devices
|
10-12 months
|
$100,000
|
Total
|
$150,000
|
Name
|
Age
|
Position
|
||
William Mandel
|
58
|
Director, President, CEO, CFO, Secretary and Treasurer
|
||
Margaret V. Austin
|
57
|
Chairman of the Board
|
Name and
Principal
Position
|
Title
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All other
Compensation
($)
|
Total
($)
|
William Mandel (
Appointed
May 5, 2016
)
(1)
|
CEO, President, Secretary and Treasurer
|
2016 |
2,000
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
30,000
|
32,000
|
(1)
|
On May 5, 2016 Mr. William Mandel was appointed to serve as President, CEO, Secretary, Treasurer, and Director of the Company to manage the affairs of the Company for a one (1) year period (the “Term”). Under a management agreement dated May 15, 2016, Mr. Mandel receives a monthly stipend of $1,000 and was issued 30,000,000 shares of common stock as a signing bonus valued at $30,000. As at the date of this report no cash consideration has been paid to Mr Mandel and the $2,000 is accrued on the Company’s balance sheet.
|
OPTION AWARDS
|
STOCK AWARDS
|
|||||||||||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
|
Option Exercise Price ($)
|
Option Expiration Date
|
Number of Shares or Units of Stock that have not Vested (#)
|
Market Value of Shares or Units of Stock that have not Vested
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested
($)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested
($)
|
|||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||||
William Mandel
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Title of class
|
Name and address of beneficial owner
|
Amount and Nature of Beneficial Ownership
|
Percentage of Common Stock
(1)
|
|||
Common Stock
|
William Mandel
10930 Skyranch Place
Nevada City, CA 95959
|
30,000,000
|
47.62%
|
|||
Common
Stock
|
Margaret Austin
10930 Skyranch Place
Nevada City, CA 95959
|
|
30,000,000
|
47.62%
|
||
Common
Stock
|
S-1 Services, LLC
825 Harcourt Rd.
Grosse Pointe Park, MI 48230
|
|
3,000,000
|
|
4.760%
|
|
Total
|
63,000,000
|
100%
|
(A)
|
any of our director(s) or executive officer(s);
|
|
(B)
|
any nominee for election as one of our directors;
|
|
(C)
|
any person who is known by us to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to our Common Stock; or
|
|
(D)
|
any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons named in paragraph (A), (B) or (C) above.
|
·
|
for any breach of the director’s duty of loyalty to the Company or its stockholders;
|
·
|
for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;
|
·
|
under Nevada General Corporation Law for the unlawful payment of dividends; or
|
·
|
for any transaction from which the director derives an improper personal benefit.
|
Page
|
||
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
Balance Sheet as at June 30, 2016
|
F-3
|
|
Statement of Operations for the period from inception (May 5, 2016) to June 30, 2016
|
F-4
|
|
Statement of Changes in Stockholders’ Equity for the period from inception (May 5, 2016) to June 30, 2016
|
F-5
|
|
Statement of Cash Flows for the period from inception (May 5, 2016) to June 30, 2016
|
F-6
|
|
Notes to Audited Financial Statements
|
F-7 to F-11
|
June 30, 2016
|
||||
ASSETS
|
||||
Current assets
|
||||
Cash and cash equivalents
|
$
|
1,076
|
||
Deferred offering costs
|
60,000
|
|||
Total current assets
|
61,076
|
|||
TOTAL ASSETS
|
$
|
61,076
|
||
LIABILITIES & STOCKHOLDERS’ EQUITY
|
||||
Current liabilities
|
||||
Accounts payable, related parties
|
2,583
|
|||
Advances, related parties
|
1,830
|
|||
Customer deposit
|
120
|
|||
Total current liabilities
|
4,533
|
|||
Total liabilities
|
4,533
|
|||
Commitments and Contingencies
|
-
|
|||
Stockholders’ equity
|
||||
Common stock, $0.001 par value: shares authorized 100,000,000; 63,000,000 shares issued and outstanding
|
63,000
|
|||
Additional paid in capital
|
57,000
|
|||
Retained deficit
|
(63,457
|
)
|
||
Total stockholder’s equity
|
56,543
|
|||
TOTAL LIABILITIES & EQUITY
|
$
|
61,076
|
Period from Inception
(May 5, 2016) to June 30, 2016
|
||||
Net sales
|
$ |
-
|
||
Cost of goods sold
|
-
|
|||
Gross profit
|
-
|
|||
Operating expenses:
|
||||
Share based compensation
|
60,000
|
|||
Management fees
|
2,000
|
|||
Patent license fees
|
583
|
|||
General and administrative expenses
|
874
|
|||
Total operating expenses
|
63,457
|
|||
Loss from operations
|
(63,457
|
)
|
||
Net (loss)
|
$ |
(63,457
|
)
|
|
Net (loss) per common shares (basic and diluted)
|
$ |
(0.00
|
)
|
|
Weighted average shares outstanding - Basic and diluted
|
50,839,286
|
|||
Common
Shares
|
Common
Stock
|
Additional Paid-in
Capital
|
Retained
Deficit
|
Total
Stockholders' Deficit
|
||||||||||||||||
Balance, May 5, 2016 (date of inception)
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||
Issuance of common stock for services at $0.001 per share
|
60,000,000
|
60,000
|
-
|
-
|
60,000
|
|||||||||||||||
Issuance of common stock for services at $0.02 per share
|
3,000,000
|
3,000
|
57,000
|
-
|
60,000
|
|||||||||||||||
Net loss for the period
|
-
|
-
|
-
|
(63,457
|
)
|
(63,457
|
)
|
|||||||||||||
Balance, June 30, 2016
|
63,000,000
|
$
|
63,000
|
$
|
57,000
|
$
|
(63,457
|
)
|
$
|
56,543
|
Period from Inception
(May 5, 2016) to June 30, 2016
|
||||
Cash Flows from Operating Activities
|
||||
Net loss
|
$ | (63,457 | ) | |
Adjustments to reconcile net loss to net cash provided from operating activities:
|
||||
Shares issued for services
|
60,000 | |||
Changes in operating assets and liabilities:
|
||||
Accounts payable – related parties
|
2,583 | |||
Advances – related parties
|
1,830 | |||
Customer deposits
|
120 | |||
Net cash provided by operating activities
|
1,076 | |||
Cash Flows from Investing Activities
|
- | |||
Net cash provided from (used by) investing activities
|
- | |||
Cash Flows from Financing Activities
|
- | |||
Net cash provided from (used by) financing activities
|
- | |||
Increase (decrease) in cash and cash equivalents
|
1,076 | |||
Cash and cash equivalents at beginning of period
|
- | |||
Cash and cash equivalents at end of period
|
$ | 1,076 | ||
Supplemental Disclosures of Cash Flow Information:
|
||||
Cash paid (received) during year for:
|
||||
Interest
|
$ | - | ||
Income taxes
|
$ | - | ||
Supplemental non-cash investing activities:
|
||||
Shares issued for offering costs
|
$ | 60,000 |
1.
|
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
1.
|
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
|
2.
|
GOING CONCERN
|
3.
|
PATENT LICENSE AGREEMENT
|
(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.
|
4.
|
CONSULTING AGREEMENT
|
5.
|
CUSTOMER DEPOSITS
|
6.
|
COMMON STOCK
|
7.
|
RELATED PARTY TRANSACTIONS
|
8.
|
INCOME TAXES
|
8.
|
INCOME TAXES (continued)
|
June 30, 2016
|
||||
Loss carryforwards
|
$
|
21,575
|
||
Less – accrued management fee
|
(680
|
)
|
||
Less - valuation allowance
|
(20,895
|
)
|
||
Total net deferred tax assets
|
$
|
-
|
a.
|
willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material conflict of interest;
|
b.
|
a violation of criminal law unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful;
|
c.
|
a transaction from which the director derived an improper personal profit; and
|
d.
|
willful misconduct.
|
Exhibit
Number
|
Description
|
|
3.1
|
Articles of Incorporation of Kelvin Medical Inc.
|
|
3.2
|
Bylaws of Kelvin Medical Inc.
|
|
5.1
|
Opinion of SD Mitchell & Associates, PLC, re: the legality of the shares being registered
|
|
10.1 | May 10, 2016 Patent licencing agreement between the Company and Oasis Medical Solutions | |
10.2
|
Management Agreement between the Company and William Mandel dated May 15, 2016
|
|
10.3
|
Agreement to act as Chairman of the Board between the Company and Margaret Austin dated May 15, 2016
|
|
10.4
|
June 1, 2016 Consulting Agreement with S-1 Services, LLC
|
|
23.1
|
Auditor Consent
|
|
23.2
|
Consent of SD Mitchell & Associates, PLC, (included in Exhibit 5.1)
|
(a)
|
Include any prospectus required by Section 10(a)(3) of the Securities Act;
|
(b)
|
Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 60% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
|
(c)
|
Include any additional or changed material information on the plan of distribution.
|
Kelvin Medical, Inc.
|
||
By:
|
/s/William Mandel | |
Name:
|
William Mandel
|
|
Title:
|
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer & Director
|
Signature
|
Title
|
Date
|
||
/s/William Mandel |
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer & Director
|
July 29, 2016
|
||
William Mandel
|
Exhibit
Number
|
Description
|
|
3.1
|
Articles of Incorporation of Kelvin Medical Inc.
|
|
3.2
|
Bylaws of Kelvin Medical Inc.
|
|
5.1
|
Opinion of SD Mitchell & Associates, PLC, re: the legality of the shares being registered
|
|
10.1 | May 10, 2016 Patent licencing agreement between the Company and Oasis Medical Solutions | |
10.2
|
Management Agreement between the Company and William Mandel dated May 15, 2016
|
|
10.3
|
Agreement to act as Chairman of the Board between the Company and Margaret Austin dated May 15, 2016
|
|
10.4
|
June 1, 2016 Consulting Agreement with S-1 Services, LLC
|
|
23.1
|
Auditor Consent
|
|
23.2
|
Consent of SD Mitchell & Associates, PLC, (included in Exhibit 5.1)
|
|
1.
|
30,000,000 shares of Kelvin Medical, Inc. Common Stock, $0.001 par value (“Shares”) offered for sale by the Company; and
|
|
2.
|
3,000,000 shares of Kelvin Medical, Inc. Common Stock, $0.001 par value (“Shares”) offered for sale by a Shareholder
|
|
(a)
|
The License and other rights and obligations granted herein may not be transferred, in whole or in part, by Licensee without the prior written permission of Licensor. Each permitted transfer of the License is expressly conditioned upon the transferee entering into a License Agreement with Licensor in a form acceptable to Licensor.
|
|
(c)
|
Exclusive, Non-Territorial License. The License granted herein shall be exclusive and shall extend throughout the United States and internationally.
|
|
(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.
|
|
(a)
|
Licensor may terminate this Agreement at any time upon written notice to Licensee in the event that:
|
AGREEMENT FOR MANAGEMENT SERVICES
(“Agreement”), entered into and effective as of May 15, 2016 between Kelvin Medical Incorporated ("Company"), and William Mandel (“Manager”).
1. Services, Duties and Acceptance
1.1 Company hereby engages the Manager for the Term (as defined in Section 2 hereof) to render services in an executive capacity to Company and to the subsidiaries of Company engaged in business with and in connection with the Company and to devote his best efforts to the affairs of the Company and to perform such duties as Manager as he shall reasonable be directed to perform by officers of the Company.
1.2 Manager hereby accepts such contract for services and agrees to render such services as described herein. During the term of his contract, Manager will not render any services for others that will, or potentially could, conflict with the business of the Company, nor will Manager conduct any business or for Manager's own account, which could conflict with the business of the Company, nor will Manager render any services to any supplier or significant customer of Company outside of the duties expresses herein.
1.3 Manager’s duties includes some, but not all, of the following: Manager shall act as President of the Company and will oversee the day to day running of the Company, the managing of any hired Managers, the filing of public documents for the purpose of compliance with regard to running a public company, travel from time to time as is necessary, and any other duty required of Manager to insure that the Company runs smoothly.
2. Term of Agreement
2.1
The term of Manager's contract for services pursuant to this Agreement (the "Term") shall begin on May 15, 2016, and shall be for a term of twelve months, which may be renewable for six months, upon mutual agreement and subject to the provisions of Article 4 of this Agreement providing for earlier termination of Manager's employment in certain circumstances.
|
3. Compensation
3.1
As compensation for all services rendered pursuant to this Agreement, Company shall issue Manager a signing bonus of 30,000,000 shares of the Company’s Common Stock. There shall be $1,000 monthly cash consideration.
3.2
Company shall pay or reimburse Manager for all necessary and reasonable expenses incurred or paid by Manager in connection with the performance of services under this Agreement upon presentation of expense statements or vouchers or such other supporting information as it from time to time requests evidencing the nature of such expense, and, if appropriate, the payment thereof by Manager, and otherwise in accordance with Company procedures from time to time in effect. Manager shall request authorization from the Board for expenses over $500.00.
3.3
During the Term, Manager shall be entitled to participate in any group insurance, qualified pension, hospitalization, medical health and accident, disability, or similar plan or program of the Company now existing or hereafter established to the extent that he is eligible under the general provisions thereof. Notwithstanding anything herein to the contrary, however, Company shall have the right to amend or terminate any such plans or programs at its discretion.
|
4. Termination
4.1 Disability.
If Manager shall be prevented from performing Manager's usual duties for a period of 3 consecutive months, or for shorter periods aggregating more than 4 months in any 12 month period by reason of physical or mental disability, total or partial, (herein referred to as "disability"), Company shall nevertheless continue to pay full salary up to and including the last day of the third consecutive month of disability, or the day on which the shorter periods of disability shall have equaled a total of 4 months, but Company may at any time or times on or after such last day (but before the termination of such disability), elect to terminate this Agreement upon written notice to Manager, effective on such 1st day, without further obligation or liability to Manager, except for any compensation accrued hereunder but not yet paid. If Company does not so elect, this Agreement shall remain in full force and effect, except that Company shall not be obligated to pay any compensation set forth in Article 3 hereof to Manager during the remaining period of disability.
4.2 Death.
In the event of Manager's death during the Term, this Agreement shall automatically terminate, except that (a) Manager's estate shall be entitled to receive the compensation provided for hereunder to the last day of the month in which Manager's death occurs; and (b) such termination shall not affect any amounts payable as insurance or other death benefits under any plans or arrangements then in force or effect with respect to Manager.
4.3 Specified Cause.
Company may at any time during the Term, by notice, terminate the employment of Manager for malfeasance, misfeasance, or nonfeasance in connection with the performance of Manager's duties, the cause to be specified in the notice of termination. Without limiting the generality of the foregoing, the following acts during the Term shall constitute grounds for termination of employment hereunder:
|
4.3.1
Any willful and intentional act having the effect of injuring the reputation, business, business relationships of Company or its affiliates;
4.3.2
Conviction of or entering a plea of nolo contendere to a charge of a felony or a misdemeanor involving moral turpitude;
4.3.3
Material breach of covenants contained in this Agreement; and
4.3.4
Repeated or continuous failure, neglect, or refusal to perform Manager's duties hereunder.
5. Protection of Confidential Information
5.1
In view of the fact that Manager's work as an Manager of Company will bring Manager into close contact with many confidential affairs of the Company and its affiliates, including matters of a business nature, such as information about costs, profits, markets, sales, and any other information not readily available to the public, and plans for future developments, Manager agrees:
5.1.1
To keep secret all confidential matters of Company and its affiliates and not to disclose them to anyone outside of Company, either during or after Manager's employment with Company, except with Company's written consent; and
5.1.2
To deliver promptly to Company on termination of Manager's employment by Company, or at any time Company may so request, all memoranda, notes, records, reports, and other documents (and all copies thereof) relating to Company's and its affiliates' businesses which Manager may then possess or have under the Manager's control.
|
6. Ownership of Results of Services:
6.1
Company shall own, and Manager hereby transfers and assigns to it, all rights of every kind and character throughout the work, in perpetuity, in and to any material and/or ideas written, suggested, or submitted by Manager hereunder and all other results and proceeds of Manager's services hereunder, whether the same consists of literary, dramatic, mechanical or any other form of works, themes, ideas, creations, products, or compositions. Manager agrees to execute and deliver to Company such assignments or other instruments as Company may require from time to time to evidence its ownership of the results and proceeds of Manager's services.
7. Notices:
7.1
All notices, requests, consents and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by prepaid telegram, or mailed first-class, postage prepaid, as follows:
To Manager:
William Mandel
10930 Skyranch Place Nevada City, CA 95959
To Company:
Kelvin Medical Inc.
10930 Skyranch Place Nevada City, CA 95959
or as such other addresses as either party may specify by written notice to the other as provided in this Section 7.1.
|
8. General
8.1
It is acknowledged that the rights of Company under this Agreement are of a special, unique, and intellectual character which gives them a peculiar value, and that a breach of any provision of this Agreement (particularly, but not limited to, the exclusivity provisions hereof and the provisions of Article 5 hereof), will cause Company irreparable injury and damage which cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, without limiting any right or remedy which Company may have in the premises, Manager specifically agrees that Company shall be entitled to seek injunctive relief to enforce and protect its rights under this Agreement.
8.2
This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
8.3
No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
|
8.4
The provisions of this Agreement shall inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Manager's rights and obligations hereunder, may not be assigned by Manager. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (unless Manager shall so agree in writing) release Company of liability directly to Manager for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term "affiliate", as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term "control" (including "controlling", "controlled by", and "under common control with"), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise.
8.5
This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
8.6
This Agreement shall be governed by and construed according to the laws of the State of Nevada applicable to agreements to be wholly performed therein.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.
|
AGREEMENT TO SERVE AS CHAIRMAN OF THE BOARD
(“Agreement”), entered into and effective as of May 15, 2016 between Kelvin Medical, Inc. ("Company"), and Margaret Austin, PhD (“Austin”).
1. Services, Duties and Acceptance
1.1 Company hereby engages Dr. Austin for the Term (as defined in Section 2 hereof) to act as Chairman of the Board and to devote her best efforts to the affairs of the Company and to perform such duties as Dr. Austin is required to fulfill her role as Chairman of the Board.
1.2 Dr. Austin hereby accepts such contract for services and agrees to render such services as described herein. During the term of her contract, Dr. Austin will not render any services for others that will, or potentially could, conflict with the business of the Company, nor will Dr. Austin conduct any business or for Dr. Austin's own account, which could conflict with the business of the Company, nor will Dr. Austin render any services to any supplier or significant customer of Company outside of the duties expressed herein.
1.3 Dr. Austin’s duties includes some, but not all, of the following: Dr. Austin shall act as Chairman of the Board of Directors of the Company and will oversee all Board Meetings and review all corporate documents, contracts and filings as required by the Company’s management. Further Dr. Austin may be required to travel from time to time as is necessary, and undertake any other duty required of Dr. Austin to insure that the Company runs smoothly.
2. Term of Agreement
2.1
The term of Dr. Austin's contract for services pursuant to this Agreement (the "Term") shall begin on May 15, 2016, and shall be for a term of twelve months, which may be renewable for six months, upon mutual agreement.
Compensation
3.1
As compensation for all services rendered pursuant to this Agreement, Company shall issue Dr. Austin a signing bonus of 30,000,000 shares of the Company’s Common Stock.
3.2
Company shall pay or reimburse Dr. Austin for all necessary and reasonable expenses incurred or paid by Manager in connection with the performance of services under this Agreement upon presentation of expense statements or vouchers or such other supporting information as it from time to time requests evidencing the nature of such expense, and, if appropriate, the payment thereof by Dr. Austin, and otherwise in accordance with Company procedures from time to time in effect. Dr. Austin shall request authorization from the Board for expenses over $500.00.
4. Protection of Confidential Information
4.1
In view of the fact that Dr. Austin's work as Chairman of the Board of Directors of Company will bring Dr. Austin into close contact with many confidential affairs of the Company and its affiliates, including matters of a business nature, such as information about costs, profits, markets, sales, and any other information not readily available to the public, and plans for future developments, Dr. Austin agrees:
4.1.1
To keep secret all confidential matters of Company and its affiliates and not to disclose them to anyone outside of Company, either during or after Dr. Austin's service with the Company, except with the Company's written consent; and
4.1.2
To deliver promptly to the Company on termination of Austin's service by the Company, or at any time the Company may so request, all memoranda, notes, records, reports, and other documents (and all copies thereof) relating to the Company's and its affiliates' businesses which Dr. Austin may then possess or have under Dr. Austin's control.
|
5. Notices:
5.1
All notices, requests, consents and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by prepaid telegram, or mailed first-class, postage prepaid, as follows:
To Dr. Austin:
Margaret Austin
10930 Skyranch Place
Nevada City, CA 95959
To Company:
Kelvin Medical Inc.
10930 Skyranch Place
Nevada City, CA 95959
or as such other addresses as either party may specify by written notice to the other as provided in this Section 7.1.
|
6. General
6.1
It is acknowledged that the rights of Company under this Agreement are of a special, unique, and intellectual character which gives them a peculiar value, and that a breach of any provision of this Agreement (particularly, but not limited to, the exclusivity provisions hereof and the provisions of Article 5 hereof), will cause the Company irreparable injury and damage which cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, without limiting any right or remedy which the Company may have in the premises, Dr. Austin specifically agrees that Company shall be entitled to seek injunctive relief to enforce and protect its rights under this Agreement.
6.2
This Agreement sets forth the entire agreement and understanding of the parties hereto, and supersedes all prior agreements, arrangements, and understandings. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. Without limiting the generality of the foregoing, in the event that any compensation or other monies payable hereunder shall be in excess of the amount permitted by any such statute, law, ordinance, or regulation, payment of the maximum amount allowed thereby shall constitute full compliance by Company with the payment requirements of this Agreement.
6.3
No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
|
6.4
This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
6.5
This Agreement shall be governed by and construed according to the laws of the State of Nevada applicable to agreements to be wholly performed therein.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.
|
1)
|
Prepare Contract for Services;
|
2)
|
Engage Project Manager to work closely with Consultant to maneuver through the process of taking a private company public;
|
3)
|
In cooperation with the Project Manager, Interview Management of Private Company and review Business plan;
|
4)
|
In cooperation with the Project Manager, Prepare Draft Form S-1 Registration Statement;
|
5)
|
In cooperation with the Project Manager and third parties listed below, complete the process of the Form S-1 Registration Statements from comments to effectiveness;
|
6)
|
Engage Securities Counsel to represent Private Company;
|
7)
|
The Project Manager, in cooperation with Consultant, will engage the following:
|
1)
|
Accountant to prepare Financial Statements for S1
|
2)
|
Engage Auditor to prepare Audited Financials for S1
|
3)
|
Engage Market Maker to file Form 15c211 with FINRA
|
8)
|
In cooperation with the Project Manager, Consultant will file an application with DTC to obtain DTC Eligibility; and
|
9)
|
Deliver to Private Company an Effective S-1 Registration Statement, a Completed and accepted 15c2-11 with FINRA, a trading symbol and listing on the OTC Markets.
|
1)
|
Present to Consultant a Private Company that desires to go public;
|
2)
|
Present the Business Plan of Private Company;
|
3)
|
Present Private Company’s 2 year audited financials within 5 business days of execution of this agreement or;
|
(A)
|
In conjunction with the Consultant, create a new Private Company, with the Assets of existing Private Company, within 10 business days of the execution of this Agreement
|
4)
|
The Private Company will have at least a sole Director and at least one Officer, assets and revenues;
|
5)
|
The Private Company will secure shareholders required to take the Company to the Market with the 15c211 Filing;
|
6)
|
The Private Company will define the Cap Table (Share Structure) within 5 business days of execution of this agreement;
|
7)
|
The Private Company will respond to all requests for information within 72 hours, with complete and supported answers, to all inquiries from Consultant;
|
8)
|
The Private Company will respond to Accountant, Auditor and Consultants requests for information within 72 hours, with a complete and supported answer;
|
9)
|
Once the Company is public, it will maintain current SEC filing and listing requirements; and
|
10)
|
The Company will attest that none of its officers and/or directors are currently, or have been, under investigation by any governmental regulatory agency
|
COMPANY:
KELVIN MEDICAL, INC.
By: /s/William Mandel
Name: William Mandel
Title: President
COMPANY
KELVIN MEDICAL, INC.
By: /s/Margaret V. Austin
Name: Margaret V. Austin, PhD
Title: Chairman of the Board
|
CONSULTANT:
S-1 SERVICES, LLC
By: /s/Sharon D. Mitchell
Name: Sharon D. Mitchell
Title: Managing Member
|