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 December 31, 2017
	For the quarterly period ended March 31, 2018
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

000-55856
Commission File Number

KELVIN MEDICAL, INC.
(Exact name of registrant as specified in its charter)

Nevada	81-2552488
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10930 Skyranch Place Nevada City, CA	95959
(Address of principal executive offices)	(Zip Code)

(530) 388-8706
(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]
	Emerging growth company [X]

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 7(a)(2)(B) of the Securities Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [ X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

67,~~097~~297,500 common shares outstanding as of ~~January~~May 2515, 2018 (Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.)

KELVIN MEDICAL, INC.

Table of Contents

		Page
	PART I – Financial Information
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	67
	PART II – Other Information
	PART II – Other Informatio
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	78
	Signatures	8

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018, are not necessarily indicative of the results that may be expected for the year ending June 30, 2018. For further information, refer to the financial statements and footnotes thereto included in our company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on October 13, 2017.

REPORTED IN UNITED STATES DOLLARS

	Page
Balance Sheets as of December 31, 2017 (Unaudited) and June 30, 2017	F-1
Balance Sheets as of March 31, 2018 (Unaudited) and June 30, 2017	F-1
Interim Unaudited Statements of Operations for the three and six months ended December 31, 2017 and 2016	F-2
Interim Unaudited Statements of Operations for the three and nine months ended March 31, 2018 and 2017	F-2
Interim Unaudited Statement of Cash Flows for the six months ended December 31, 2017 and 2016	F-3
Interim Unaudited Statement of Cash Flows for the nine months ended March 31, 2018 and 2017	F-3
Notes to Financial Statements (Unaudited)	F-4 to F-89

KELVIN MEDICAL, INC.

BALANCE SHEETS

	December 31,			June 30,
	March 31,			June 30,
	2017			2017
	2018			2017
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	8536,~~100~~549		$	17,280
Other receivable		-			3,000
Prepaid expense		2,000			-
Total current assets		36,549			20,280
Total current assets		87,100			20,280
TOTAL ASSETS	$	36,549		$	20,280
TOTAL ASSETS	$	87,100		$	20,280
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	54,~~335~~790		$	4,500
Accounts payable, related parties		2633,~~039~~318			19,039
Advances, related parties		94,~~434~~614			5,309
Customer deposit		120			120
Liability for unissued shares		2,000			-
Total current liabilities		42,842			28,968
Total current liabilities		42,928			28,968
Total liabilities		42,842			28,968
Total liabilities		42,928			28,968
Commitments and Contingencies
Stockholders' equity (deficit)
Common stock, $0.001 par value: shares authorized 100,000,000; 67,097,500 and 64,097,500 shares issued and outstanding as December 31, 2017 and June 30, 2017		67,098			64,098
Common stock, $0.001 par value: shares authorized 100,000,000; 67,297,500 and 64,097,500 shares issued and outstanding as March 31, 2018 and June 30, 2017		67,298			64,098
Additional paid in capital		~~164~~169,~~852~~652			77,852
Retained deficit		(187,778	)		(150,638	)
Accumulated deficit		(243,243	)		(150,638	)
Total stockholders' equity (deficit)		44(6,~~172~~293	)		(8,688	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	8736,~~100~~549		$	20,280

The accompanying notes are an integral part of these unaudited financial statements.

F-1

KELVIN MEDICAL, INC.

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended						~~Six~~Nine Months Ended
	December 31,			December 31,			December 31,			December 31,
	March 31,			March 31,			March 31,			March 31,
	2017			2016			2017			2016
	2018			2017			2018			2017
Net sales	$	-		$	-		$	-		$	-
Cost of goods sold		-			-			-			-
Gross profit		-			-			-			-
Operating expenses:
Management fees		38,000			3,000			614,000			69,000
Patent license fees		1,750			1,750			35,~~500~~250			35,~~500~~250
Professional fees		1114,~~000~~175			-2,093			2438,~~500~~675			-2,093
General and administrative expenses		3,110			-			3,140			30
Research and development expenses		17,068			-			17,068			-
Total operating expenses		18,860			4,750			37,140			9,530
General and administrative expenses		14,472			1,286			17,612			1,316
Loss from operations		(18,860	)		(4,750	)		(37,140	)		(9,530	)
Total operating expenses		55,465			8,129			92,605			17,659
Loss from operations		(55,465	)		(8,129	)		(92,605	)		(17,659	)
Income (loss) before taxes		-			-			-			-
Provision for income tax expense		-			-			-			-
Net (loss)	$	(1855,~~860~~465	)	$	(48,~~750~~129	)	$	(3792,~~140~~605	)	$	(917,~~530~~659	)
Net (loss) per common shares (basic and diluted)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding - Basic and diluted		6567,~~238~~197,~~804~~500			63,~~000~~049,~~000~~611			6465,~~668~~498,~~152~~960			63,~~000~~016,~~000~~296

The accompanying notes are an integral part of these financial statements.

F-2

KELVIN MEDICAL, INC.

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months ended December 31,
	Nine Months ended March 31,
	2017			2016
	2018			2017
Cash Flows from Operating Activities
Net loss	$	(3792,~~140~~605	)	$	(917,~~530~~659	)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services provided		3,000			-
Changes in operating assets and liabilities:
Other receivable		3,000			(3,000	)
Prepaid expense		(2,000	)		-
Accounts payable		2,290			3,379
Accounts payable		835			9,500
Accounts payable, related parties		14,279			14,250
Accounts payable, related parties		7,000			-
Subscriptions received		-			(7,400	)
Liability for unissued shares for services provided		~~2,000~~-			-7,400
Net cash used in operating activities		(2670,~~305~~036	)		(3,030	)
Cash Flows from Investing Activities
Net cash provided from (used by) investing activities		-			-
Cash Flows from Financing Activities
Proceeds from private placement		90,000			-
Advances, related parties		610,~~500~~483			3,060
Repayments, related parties		(211,~~375~~178	)		-
Net cash provided from (used by) financing activities		9489,~~125~~305			3,060
Increase (decrease) in cash and cash equivalents		6719,~~820~~269			30
Cash and cash equivalents at beginning of period		17,280			1,076
Cash and cash equivalents at end of period	$	8536,~~100~~549		$	1,106
Supplemental Disclosures of Cash Flow Information:
Cash paid (received) during year for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-Cash Investing and Financing Activities:
Shares issued to settle accounts payable	$	2,000		$	-

The accompanying notes are an integral part of these unaudited financial statements.

F-3

KELVIN MEDICAL, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2017~~2018

1.	BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity: Kelvin Medical, Inc. (the "Company") was incorporated in the State of Nevada on May 5, 2016. We are a recently organized company that intends to engage in the sale of medical devices and medical related wearable technology. The Company was founded to market the product called Therm-N-Ice. Therm-N-Ice is a device that applies hot or cold externally to the body part upon which it has been placed. The use of hot and cold applied externally to a body part is found in medical and even non-medical publications. The Company ~~suggests~~offers a simple solution that will reduce the burden of these tasks and allow people to remain mobile rather than pausing life activities. Our headquarters are located at 10930 Skyranch Place, Nevada City, California 95959.

To date, our activities have been limited to formation, the development of a business plan and initial operations~~. During~~ ~~the~~in ~~year~~order ~~ended~~to ~~June~~commercialize 30our Therm-N-Ice product, ~~2017~~along wewith ~~concluded~~research aand ~~registration~~development ~~statement~~of plans to ~~offer~~develop upadditional tomedical ~~30,000,000~~device ~~shares~~and attelehealth $0wearables.02 During ~~per~~the ~~share.~~year Weended ~~have~~June 30, 2017 we successfully obtained a listing on the OTC Pink Markets under the symbol "KVMD", and became DTC eligible ~~on October 12, 2017 and~~. ~~started~~We commenced trading on Nov 28, 2017. ~~Our~~We ~~offering~~closed ~~was~~our ~~completed~~initial ~~during~~public ~~the~~offering ~~year~~in fiscal 2017, and we are now exploring other sources of capital to fund our operations so that we can fully implement our business plan. In the current emerging growth phase, we anticipate we will continue to incur operating losses.

On March 20, 2018, the SEC imposed a temporary halt on the trading of KVMD; the halt was terminated at 11:59 pm EDT on April 3, 2018. In order for the Company's stock to be trading again, the Company must have a Broker/Dealer file a Form 15c2-11 for the Company.

Financial Statement Presentation: The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Fiscal year end: The Company has selected June 30 as its fiscal year end.

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.

Cash Equivalents: The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents.

Revenue recognition and related allowances: The Company will recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.

Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Bad debts and allowances are provided based on historical experience and management's evaluation of outstanding accounts receivable. Management evaluates past due or delinquency of accounts receivable based on the open invoices aged on due date basis. The allowance for doubtful accounts at ~~December~~March 31, ~~2017~~2018 and June 30, 2017 is $Nil, respectively.

Inventories: Presently the Company has no inventory. We intend to maintain an inventory of Therm-N-Ice medical devices once our business plan is complete. Inventories will be measured at lower of cost and net realizable value after providing for obsolescence, if any. Cost of inventories includes cost of purchase, including manufacturing overheads and transportation to bring the devices to the distribution location.

Warranty: Products will be shipped to customers and retail locations from our warehouse facility. All products will be covered by a limited one-year warranty for defects and non-performance. Upon commencement of sales we will provide a provision for any obligations which may arise under our warranty policy which will be tested against actual warranty returns on an annual basis. Our products will carry a manufacturer's warranty for parts and assembly that will address defects in production or parts which will be recoverable from the original manufacturers in those circumstances.

F-4

KELVIN MEDICAL, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2017~~2018

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Advertising and Marketing Costs: Advertising and marketing costs are expensed as incurred and were $Nil during the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017, respectively.

Research and Development Costs: The Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, "Research and Development". Research and development costs were $17,068 and $nil for the three and nine months ended March 31, 2018 and 2017, respectively.

Income taxes: The Company has adopted ASC Topic 740, "Income Taxes". ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss Per Share: In accordance with ASC Topic 280 – "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As at ~~December~~March 31, ~~2017~~2018 and June 30, 2017 there were no potential common shares.

New Accounting Pronouncements:

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). The objective of the ASU is to improve the financial reporting of hedging relationships in order to better portray the economic results of an entity's risk management activities in its financial statements and to make certain targeted improvements to simplify the application of hedge accounting guidance. ASU 2017-12 is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact of ASU 2017-12 on the Company's financial statements.

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

2.	GOING CONCERN

The Company has experienced net losses to date, and it has not generated revenue from operations. The Company will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy to meet operational shortfalls which may include equity funding, short-term or long-term financing or debt financing, to enable the Company to reach profitable operations. If the Company fails to generate positive cash flow or obtain additional financing, when required, it may have to modify, delay, or abandon some or all of its business and expansion plans.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty.

3. PATENT LICENSE AGREEMENT

On May 10, 2016, the Company entered into a patent license agreement with Oasis Medical Solutions, a sole proprietorship controlled by our board of directors and organized in the State of California ("Licensor") under which the Licensor desires to grant and the Company desires to accept an exclusive license of the Patent for the building of, and use of, machines incorporating the Patent's technology under certain terms and conditions. Both of the parties agree that the ownership of the Patent and the goodwill relating thereto, and any associated improvements, whether developed by the Company, or both parties jointly, shall remain vested in Licensor both during the term of the agreement and thereafter, and the Company further agrees never to challenge, contest or question the validity of the Licensor's ownership of the Patent or any associated registrations therewith.

F-5

KELVIN MEDICAL, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2017~~2018

3. PATENT LICENSE AGREEMENT ~~(cont'd)~~

As consideration for the exclusive license granted, the Company shall pay to Licensor the following fees:

(a)	An ongoing maintenance fee of $500 per month plus an additional annual fee of $1,000;
(b)	Royalty fees of 6% per machine sold or leased under this license, payable within thirty (30) days of agreement reached with the customer/lessee. Payments can be grouped on a monthly occurring basis;

(c)	This license shall be considered null and void if production is not obtained within a 5-year period of the date stated above and the license, and all rights thereunder, will return to the Licensor.

The term of the license agreement shall be for 15 years, but will not extend beyond the full term of the patent. The patent will expire on June 19, 2034. Within a year from the end of the patent term, parties may negotiate an ongoing arrangement.

During the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018, the Company incurred $1,750 and $35,~~500~~250, respectively, in license fees (~~December~~March 31, ~~2016~~2017 - $1,750 and $35,~~500~~250).

4.	CONSULTING AGREEMENT

(a) On June 1, 2016, the Company entered into a consulting agreement with a consultant who is in the business of assisting private companies in the process of going public and getting listed on the OTC Pink through the Form S-1 Registration. Under the terms of the consulting agreement, the Consultant shall provide certain services with respect to the Form S-1 Registration Statement, from commencement and preparation of the Form S-1 to receipt of Notice of Effectiveness, retention and payment of the required legal and accounting professionals, and thereafter to work with a market maker to provide a completed and accepted Form 15c2-11 with FINRA, , a trading symbol and listing on OTC Pink. As compensation under the consulting agreement S-1 Services LLC, the consultant, received 3,000,000 shares of the Company's common stock at $0.02 per share for a value of $60,000. The $60,000 in costs relating to such Registration Statement was expensed during the fiscal year ended June 30, 2017 as the offering was not deemed successful. Further, a balance of $3,000 as of June 30, 2017 is included on the balance sheet as "Other receivable", in respect to amounts advanced to service providers by the Company which are required to be reimbursed by the Consultant under this agreement. As of March 31, 2018, the balance of other receivable is $nil as the receivable had been collected.

~~The~~(b) ~~$60~~On October 23,~~000~~ in2017, ~~costs~~the ~~relating~~Company toentered ~~such~~into ~~Registration~~a ~~Statement~~one-year ~~was~~agreement ~~expensed~~with ~~during~~a ~~the~~consultant ~~fiscal~~for ~~year~~advice ~~ended~~regarding ~~June~~certain 30legal, ~~2017~~corporate asand ~~the~~business ~~offering~~operations, ~~was~~and ~~not~~more ~~deemed~~specifically ~~successful~~with regard to public filings and compliance with regard to the Company. ~~Further,~~ aThe ~~balance~~consultant is to be compensated in the amount of Two Thousand Dollars ($32,000) asper ofmonth, ~~June~~commencing 30November 1, 2017, isincluding ~~included~~review onof ~~the~~Form ~~balance~~10-K ~~sheet~~Annual asReports, ~~"Other~~Form ~~receivable"~~10-Q Quarterly Reports, inPreparation ~~respect~~of toForm ~~amounts~~8-K's, ~~advanced~~preparation toof ~~service~~Board ~~providers~~Resolutions byand review of contractual agreements. During the nine months ended March 31, 2018, the Company ~~which~~paid ~~are~~$8,000 ~~required~~in tocash beand ~~reimbursed~~$2,000 was settled by the ~~Consultant~~issuance ~~under~~of ~~this~~100,000 ~~agreement.~~shares Asas ofagreed ~~December~~in ~~31,~~November 2017. The issued shares were valued at $0.02 per share, the ~~balance~~value of ~~other~~the ~~receivable~~most isrecent ~~$nil~~transaction aswhereby the ~~receivable~~Company ~~had~~sold ~~been~~common ~~collected~~shares.

(b) On October 23, 2017, the Company entered into a one-year agreement with a consultant for advice regarding certain legal, corporate and business operations, and more specifically with regard to public filings and compliance with regard to the Company. The consultant is to be compensated in the amount of Two Thousand Dollars ($2,000) per month, commencing November 1, 2017, including review of Form 10-K Annual Reports, Form 10-Q Quarterly Reports, Preparation of Form 8-K's, preparation of Board Resolutions and review of contractual agreements.

During the six months ended December 31, 2017, the Company paid $4,000 in cash, under the agreement, ($2,000 of which is a prepaid expense as of December 31, 2017 on the accompanying balance sheets and $2,000 was settled with 100,000 shares which are not issued as at the report date.

5. CUSTOMER DEPOSITS

As of December 31, 2017 and June 30, 2017 the Company has received a customer deposit of $120 in respect to the sale of three units of the Therm-N-Ice arm band. The deposit represents a one-third deposit for each of the three units ordered.

F-6

KELVIN MEDICAL, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2017~~2018

4.	CONSULTING AGREEMENT

(c)

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.

5.	CUSTOMER DEPOSITS

As of March 31, 2018, and June 30, 2017 the Company has received a customer deposit of $120 in respect to the sale of three units of the Therm-N-Ice arm band. The deposit represents a one-third deposit for each of the three units ordered.

6.	COMMON STOCK

During the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018, the Company ~~received~~issued ~~proceeds totaling $90~~100,000 inshares ~~respect~~at to$0.02 aper ~~subscription~~share ~~for~~to ~~3,000,000~~settle ~~restricted~~professional ~~common~~fees. ~~shares~~(ref atNote ~~$0.03~~4 ~~per~~– ~~share.~~(b))

During the ~~fiscal~~nine ~~year~~months ended ~~June~~March 3031, ~~2017~~2018, the Company received proceeds totaling $2190,~~950~~000 ~~from~~in ~~various~~respect ~~parties~~to ~~subscribing for~~ a ~~total~~subscription offor 13,~~097~~000,~~500~~000 restricted common shares at $0.0203 per share ~~under our Form S-1 registration statement~~.

AsDuring atthe ~~December~~nine months ended March 31, ~~2017~~2018, the ~~and~~Company ~~June~~issued 30100,000 ~~2017~~shares ~~there~~at ~~were~~$0.03 aper ~~total~~share ofin ~~67,097,500~~respect ~~and~~to ~~64,097,500~~a ~~shares~~consulting ~~issued~~agreement. ~~and~~(ref ~~outstanding~~Note ~~respectively.~~4 – (c))

During the fiscal year ended June 30, 2017, the Company received proceeds of $21,950 from various parties subscribing for a total of 1,097,500 shares at $0.02 per share under our Form S-1 registration statement.

As at March 31, 2018 and June 30, 2017 there were a total of 67,297,500 and 64,097,500 shares issued and outstanding respectively.

7.	RELATED PARTY TRANSACTIONS

a.	Management and other services:

Mr. William Mandel

On May 15, 2016, the Company entered into a twelve-month agreement for management services with Mr. William Mandel, our President, Secretary, Treasurer and member of the Board of Directors. Under the terms of the agreement the Company issued 30,000,000 shares as a bonus to Mr. William Mandel valued at $30,000 or par value, and shall pay $1,000 monthly in cash consideration. ~~The~~On ~~contract~~November ~~was~~15, ~~extended~~2017 ~~for~~the aCompany ~~further~~and ~~six~~Mr. ~~month~~Mandel ~~term~~entered oninto ~~expiry~~a new 12-month consulting agreement. ~~There~~ ~~has~~Under ~~been~~the ~~$6,000~~terms ~~(December~~of ~~31,~~the ~~2016-~~agreement Mr. Mandel shall receive $61,000) ~~accrued~~monthly ~~and~~as ~~recorded~~consideration asuntil ~~Accounts~~January ~~Payable~~1, ~~Related party~~2018, at which point in ~~relation~~time the monthly consideration shall be increased to ~~services~~$2,000 ~~rendered~~monthly. ~~for~~The ~~the~~contract ~~six~~was ~~months~~extended ~~ended~~for ~~December~~a ~~31,~~further ~~2017~~six-month byterm ~~Mr.~~on ~~Mandel~~expiry. There Ahas ~~total~~been of $2011,000 (asMarch ~~of June 30~~31, 2017 - $149,000) ~~remains~~accrued in ~~payable~~relation atto ~~December~~services ~~31,~~rendered ~~2017. On~~for ~~November~~the ~~15,~~nine ~~2017~~months ~~the~~ended ~~Company~~March ~~and~~31, 2018 by Mr. Mandel. ~~entered~~The ~~into~~Company paid a ~~new~~total 12of ~~month~~$10,000 ~~consulting~~to ~~agreement.~~reduce ~~Under~~ the ~~terms~~outstanding ~~of the agreement Mr~~account. ~~Mandel~~A ~~shall~~total ~~receive~~of $115,000 ~~monthly~~ (as ~~consideration~~of ~~until~~June ~~January~~ 30, ~~2018,~~2017 at- ~~which~~$14,000) ~~point~~remains inpayable ~~time~~at ~~the~~March ~~monthly consideration shall be increased to $2~~31,~~000~~ ~~monthly~~2018.

F-7

KELVIN MEDICAL, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2018

7.	RELATED PARTY TRANSACTIONS (continued)

a.	Management and other services: (continued)

Dr. Margaret Austin

On November 15, 2017 the Company and Dr. Margaret Austin entered into a twelve -month agreement for services ~~whereunder~~in which Dr. Austin will continue to serve as the Company's Chairman of the Board. Commencing January 1, 2018, Dr. Austin shall receive monthly consideration of $1,000 for her services. There has been $3,000 (March 31, 2017- $nil) accrued in relation to services rendered for the nine months ended March 31, 2018 by Dr. Austin. A total of $3,000 (as of June 30, 2017 - $nil) remains payable at March 31, 2018.

Advances

During the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018 Oasis Medical Solutions, a sole proprietorship controlled by our board of directors, advanced a total of $610,~~500~~483 (~~2016~~2017 - $3,060). During the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018, the Company paid $211,~~375~~178 to reduce the advances payable. As at ~~December~~March 31, ~~2017~~2018 a total of $94,~~434~~614 remained due and payable (June 30, 2017 - $5,309) to this related entity.

During fiscal 2017 an amount advanced in the prior fiscal year totaling $456 by Kelvin Medical LLC, a company controlled by our board of directors, was assigned to Mr. William Mandel directly for repayment when Kelvin Medical LLC was dissolved. This amount is included in Accounts payable – related party on our balance sheets.

Advances received were used to provide working capital as required by the Company for ongoing operations.

c. License fees

The Company accrues patent license fees in respect to a patent license agreement with Oasis Medical Solutions (ref: Note 3 above). As at ~~December~~March 31, ~~2017~~2018 and June 30, 2017 a total $51,~~583~~750 and $4,583 remained payable under the terms of this agreement, respectively. A total of $35,~~500~~250 was incurred as new charges in the period ended ~~December~~March 31, ~~2017~~2018 (~~2016~~March 31, 2017 - $35,~~500~~250) and the Company paid a total of $28,~~500~~083 to reduce the outstanding account ~~(2016 - $nil)~~.

8d. Research ~~INCOME~~and ~~TAXES~~Development expenses

~~Deferred~~During ~~income taxes are determined using~~ the ~~liability~~nine ~~method~~months ~~for~~ended ~~the~~March ~~temporary~~31, ~~differences~~2018 ~~between~~Oasis ~~the~~Medical ~~financial~~Solutions ~~reporting~~invoiced ~~basis and income tax basis of~~ the Company's ~~assets~~$17,068 ~~and~~in ~~liabilities.~~research ~~Deferred~~and ~~income~~development ~~taxes~~services ~~are~~related ~~measured~~to ~~based on~~ the ~~tax~~task ~~rates~~of ~~expected~~solid toworks bemodeling inand ~~effect~~hardware ~~when~~development. ~~the~~The ~~temporary differences are included in the~~ Company's ~~tax~~paid ~~return~~$3,956. ~~Deferred~~As ~~tax~~at ~~assets~~March ~~and~~31, ~~liabilities~~2018 ~~are~~$13,112 ~~recognized~~is ~~based~~included onin ~~anticipated~~Accounts ~~future~~payable ~~tax~~– ~~consequences~~related ~~attributable~~party toon ~~differences~~our ~~between~~balance ~~financial statement carrying amounts of assets and liabilities and their respective tax bases~~sheets.

~~F-7~~8. OTHER EVENTS

The Company filed a Form S-1 Registration Statement on February 9, 2018 in order to register the 10,000,000 shares that Phenix will purchase under the EPA. The S-1 was withdrawn on March 15, 2018. The Company will not pursue the EPA at this time.

F-8

KELVIN MEDICAL, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2017~~2018

89. INCOME TAXES ~~(cont'd)~~

~~Operating~~Deferred ~~loss~~income ~~carry-forwards~~taxes ~~generated~~are ~~during~~determined using the ~~period~~liability ~~from~~method ~~May~~for 5,the ~~2016~~temporary ~~(date~~differences ofbetween ~~inception)~~the ~~through~~financial ~~December~~reporting ~~31,~~basis ~~2017~~and income tax basis of ~~approximately~~the ~~$168,000,~~Company's ~~will~~assets ~~begin~~and liabilities. Deferred income taxes are measured based on the tax rates expected to ~~expire~~be in ~~2036~~effect when the temporary differences are included in the Company's tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

Operating loss carry-forwards generated during the period from May 5, 2016 (date of inception) through March 31, 2018 of approximately $243,200, will begin to expire in 2036.

On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact of a transition tax. We have remeasured our U.S. deferred tax assets at a statutory income tax rate of 21%. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118, and no later than fiscal year end June 30, 2018.

The Company had deferred income tax assets as of ~~December~~March 31, ~~2017~~2018 and June 30, 2017 as follows:

	December 31, 2017			June 30, 2017
	March 31, 2018			June 30, 2017
Loss carry forwards	$	3951,~~433~~100		$	31,~~634~~600
Less – accrued management fees		(43,~~200~~780	)		(2,940	)
Less - valuation allowance		(3547,~~233~~320	)		(28,~~694~~660	)
Total net deferred tax assets	$	-		$	-

Tax years from inception to fiscal year ended June 30, 2017 are filed and remain open for examination by the taxation authorities. The Company has no tax positions at June 30, 2017 and 2016 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company has no accruals for interest and penalties since inception.

910. SUBSEQUENT EVENTS

On January 1, 2018, the Company entered into a one-year agreement with a consultant for advice regarding certain investor relations. The Consultant is to be compensated in the amount of One Thousand Dollars ($1,000) per month, commencing January 1, 2018, along with the issuance of 100,000 shares of Kelvin's Common Stock. At the date of this report, those shares have not yet been issued.

The Company is finalizing a Form S-1 Registration Statement that it will file with the Securities and Exchange Commission in order to register the 10,000,000 shares that Phenix will purchase under the Equity Purchase Agreement.

The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events to disclose.

F-89

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares of our capital stock.

The management's discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

As used in this quarterly report, the terms "we", "us", "our", and "our company" means Kelvin Medical, Inc., unless otherwise indicated.

Corporate Information

The address of our principal executive office is 10930 Skyranch Place, Nevada City, CA 95959. Our telephone number is (530) 388-8706.

Kelvin Medical, Inc. (the "Company") was incorporated in the State of Nevada on May 5, 2016. The Company, a recently organized company, is an early participant in medical device and telehealth wearables with a focus on the development of artificial intelligence driven physical therapeutic technologies.

The Company is developing solutions that empower consumers ranging from aging users seeking to live pain-free, to competitive athletes seeking to maximize their performance.

Our business model aims to provide medical device and telehealth wearables directly to consumers, either single purchase or on a reoccurring subscription basis, to medical clinics for use with patients, as well as license our full eco-system to physical therapy clinics, corporate wellness program administrators, and sports teams, both professional and youth groups.

Kelvin Medical's medical device and telehealth wearables platform has been devised to capture meaningful market share of both the consumer medical device market, as well as in the $30.5 billion global wearables market, along with the multi-billion-dollar physical therapy and corporate wellness industries.

The Company's medical device, ~~and~~ telehealth platform of wearables and machine learning software, will enable consumer users, therapy clinics, and corporate wellness program administrators, to maximize results through real-time self- and distance- monitored activity and therapeutic treatments.

The Company was only recently incorporated in 2016; we have finalized our business plan, our marketing plan for our product is in place, and we are in the research and development phase of our business life-cycle. However, we have not commenced substantive operations~~, thus we believe that conducting this Offering will allow the Company added flexibility to raise capital in today's financial climate and carry out the objectives in our business plan~~. There can be no assurance that we will be successful in our attempt to sell 100% of the shares being registered hereunder; however, we believe that investors in today's markets demand more transparency and by our registering this Offering and becoming a reporting company, we will be able to capitalize on this fact. While we believe that our limited reporting requirements will satisfy most investors seeking transparency in any potential investment, we still caution that simply because we have a registration statement declared effective the Company will not become a "fully reporting" company, but rather, we will be only subject to the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934. Accordingly, except during the year that our registration statement becomes effective, these reporting obligations may be automatically suspended under Section 15(d) if we have less than 300 shareholders at the beginning of our fiscal year and our required disclosure is less extensive than the disclosures required of "smaller reporting" companies. For example, we are not subject to disclose in our Form 10K risk factors, unresolved staff comments, or selected financial data, pursuant to Items 1A, 1B and 6, respectively. We have filed a Form 8-A12G with the Securities and Exchange Commission indicating our intention to remain a fully reporting company.

Since inception, our operations have consisted of formulating and finalizing our business plan, and escalating our research and development activities.

We successfully obtained a listing on the OTC Pink Markets under the symbol "KVMD", and have commenced trading of our shares. In the current emerging growth phase, we anticipate we will continue to incur operating losses.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Results of Operations

Three months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017

The following disclosures set forth certain items from our unaudited interim statements of operations for the three months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017:

We did not earn any income in the three months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017. We continue to incur administrative and development costs related to the execution of our business plan. We recorded a loss from operations of $55,465 and $8,129 respectively in the three month periods ended March 31, 2018 and 2017. Professional fees including legal fees, audit and accounting and Edgar filing fees totaled $1114,~~000~~175 during the three months ended ~~December~~March 31, ~~2017~~2018 and $~~nil~~2,093 in the same period ended ~~December~~March 31, ~~2016~~2017. The substantive increase in expenditures period over period is due to the fact that in the prior comparative period the Company had only recently filed its initial offering documents on Form S-1, the costs for which were included as a flat fee expensed in a subsequent period. InDuring ~~addition~~the current three month period the Company also retained the professional services of an investor relations consultant, ~~during~~further increasing our quarterly expenditures period over period. During the three months ended ~~December~~March 31, ~~2017~~2018 we incurred patent license fees of $1,750, and management fees of $38,000, ~~which~~as ~~costs~~compared ~~were~~to ~~unchanged~~$1,750 ~~from~~in ~~the~~patent ~~costs~~licensing ~~incurred~~fees and $3,000 in management fees during the prior comparative three month period. The increase in ~~2016~~management fees is due to contracts with our officers and directors which call for increased monthly fees commencing January 1, 2018 as compared to fiscal 2017 results. Further, we incurred $17,068 in research and development fees in the current period with no comparable expenditure during the prior three month period ended March 31, 2017. General and administrative costs were $314,~~110~~472 and $~~Nil~~1,286 respectively in the three months ended ~~December~~March 31, 2018 and 2017. Increases to administrative costs include new fees incurred with respect to our transfer agent and ~~2016~~other associated listing and maintenance costs during the three months ended March 31, 2018.

~~Six~~Nine months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017

The following disclosures set forth certain items from our unaudited interim statements of operations for the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017:

We did not earn any income in the ~~six~~three months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017. We continue to incur administrative and development costs related to the execution of our business plan. We recorded a loss from operations of $92,605 and $17,659 respectively in the nine month periods ended March 31, 2018 and 2017. Professional fees including legal fees, audit and accounting and Edgar filing fees totaled $2438,~~500~~675 during the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018 and $~~nil~~2,093 in the same period ended ~~December~~March 31, ~~2016~~2017. The substantive increase in expenditures period over period is due to the fact that in the prior comparative period the Company had only recently filed its initial offering documents on Form S-1, the professional costs for which were included as a flat fee expensed in a subsequent period. InDuring ~~addition~~the current nine month period the Company also retained the professional services of an investor relations consultant, ~~during~~further increasing our expenditures period over period. During the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018 we incurred patent license fees of $35,~~500~~250, and management fees of $614,000, ~~which~~as ~~costs~~compared ~~were~~to ~~unchanged~~$5,250 ~~from~~in ~~the~~patent ~~costs~~licensing ~~incurred~~fees and $9,000 in management fees during the prior comparative ~~six~~nine month period. The increase in ~~2016~~management fees is due to contracts with our officers and directors which call for increased monthly fees commencing January 1, 2018 as compared to fiscal 2017 results. Further, we incurred $17,068 in research and development fees in the current nine month period with no comparable expenditure during the prior comparative period ended March 31, 2017. General and administrative costs were $317,~~140~~612 and $301,316 respectively in the ~~six~~nine months ended ~~December~~March 31, 2018 and 2017. Increases to administrative costs include new fees incurred with respect to our transfer agent and ~~2016~~other associated listing and maintenance costs during the current nine months ended March 31, 2018.

Liquidity and Capital Resources

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements for the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018, and audited financial statements for the year ended June 30, 2017, along with the accompanying notes.

Working Capital

	At December 31, 2017			At June 30, 2017
	At March 31, 2018			At June 30, 2017
Current Assets	$	8736,~~100~~549		$	20,280
Current Liabilities	$	42,~~928~~842		$	28,968
Working Capital (Deficit)	$	(446,~~172~~293	)	$	(8,688	)

Current assets include cash on hand of $8536,~~100~~549 (June 30, 2017 – $17,280) and other receivables of $Nil (June 30, 2017 - $3,000)~~, as well as $2,000 as prepaid legal fees (June 30, 2017 - $Nil)~~. Current liabilities include accounts payable of $54,~~335~~790 (June 30, 2017 - $4,500), accounts payable – related parties of $2633,~~039~~318 (June 30, 2017 - $19,039), advances from related parties of $94,~~434~~614 (June 30, 2017 - $5,309), aand ~~liability~~customer ~~for~~deposits ~~unissued shares~~ of $~~2,000~~120 ((June 30, 2017 - $~~Nil) and customer deposits of $~~120).

Cash Flows

	Six Months ended December 31,
	2017			2016
Net cash (used) in operating activities	$	(26,305	)	$	(3,030	)
Net cash provided by financing activities	$	94,125		$	3,060
Net increase (decrease) in cash during period	$	67,820		$	30

During the six months ended December 31, 2017 the Company received proceeds from a private placement of 3,000,000 shares at $0.03 per share of $90,000 as well as net advances of $4,125 from a related party as compared to only $3,060 in advances from a related party in the prior comparative period.

Cash Flows

	Nine Months ended March 31,
	2018			2017
Net cash (used) in operating activities	$	(70,036	)	$	(3,030	)
Net cash provided by (used in) investing activities		-			-
Net cash provided by financing activities	$	89,305		$	3,060
Net increase (decrease) in cash during period	$	19,269		$	30

Cash used in operating activities is predominantly related to ongoing operations resulting in a net loss of $92,605 in the nine months ended March 31, 2018. This amount was offset by non cash expenses of $3,000 relative to the issuance of shares for services provided. Changes in operating assets and liabilities in the current nine month period includes increases to both accounts payable and accounts payable related parties, which amounts were reduced by $3,000 due to the collection of other receivables. During the nine months ended March 31, 2017, operating activities consisted primary of losses from operations of $17,659 which amount was predominantly offset by increases to accounts payable related parties of $14,250. Net cash used in operating activities totaled $70,036 and $3,030 respectively during the nine month periods ended March 31, 2018 and 2017, respectively. During the nine months ended March 31, 2018 the Company received proceeds from a private placement of 3,000,000 shares at $0.03 per share of $90,000 as well as advances of $10,483 from related parties. These amounts were offset by repayments to related parties of $11,178. During the nine months ended March 31, 2017, the Company received advances of only $3,060 from related parties.

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 that are material to stockholders.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our unaudited Financial Statements, included herein (ref: Note 1).

Recent Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Management's Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report. Our company is in the process of adopting specific internal control mechanisms with our board and officers' collaboration to ensure effectiveness as we grow. We have engaged an outside consultant to assist in adopting new measures to improve upon our internal controls. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over company activities as well as more stringent accounting policies to track and update our financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest averse to our company.

ITEM 1A. RISK FACTORS

A smaller reporting company is not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

On January 22, 2018, the Company entered into an Equity Purchase Agreement ("EPA"), and Registrations Rights Agreement with a Third Party, Phenix Ventures, LLC, wherein, Phenix Ventures ~~has~~ committed to purchasing 10,000,000 shares of the Company's Common Stock. Under the Equity Purchase Agreement, Phenix ~~will~~would not, at any one time, hold any more than 9.99% of the issued and outstanding shares ~~at any one time~~ and funding ~~will~~would come by way of Put Notices as outlined in the EPA. As at the date of this report the Company is not proceeding with the EPA, and the Registration Statement relative to the EPA was withdrawn due to the fact that the Securities and Exchange Commission does not consider the Pink an existing publicly trading market.

The Company isfiled ~~finalizing~~an aapplication ~~Form~~with ~~S-1~~the ~~Registration~~OTC ~~Statement~~to ~~that~~be itmoved up to the QB; however, they will ~~file~~not proceed with the ~~Securities~~review ~~and~~of ~~Exchange~~the ~~Commission~~application inuntil ~~order~~the toCompany ~~register~~is trading again. The Company is in the ~~10,000,000~~process ~~shares~~of ~~that~~getting ~~Phenix~~a ~~will~~Form ~~purchase~~15c2-11 ~~under~~filed, which is required prior to the ~~Equity~~Company's ~~Purchase~~stock ~~Agreement~~being traded again.

ITEM 6. EXHIBITS

The following Exhibits are filed herewith:

Exhibit Number		Description
31.1		Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1*		Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
32.1*		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
10.1		November 15, 2017 Management Services Agreement with Mr. William Mandel
10.2		November 15, 2017 Chairman of the Board Agreement with Dr. Margaret Austin
10.3		January 1, 2018 ~~Agreemeemt~~Agreement for Services with Consultant
10.4		Equity Purchase Agreement between the Company and Phenix Ventures, LLC
101.INS*		XBRL INSTANCE DOCUMENT
10.5		Registrations Rights Agreement between the Company and Phenix Ventures, LLC
101.SCH*		XBRL TAXONOMY EXTENSION SCHEMA
101.INS		XBRL INSTANCE DOCUMENT
101.CAL*		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA
101.DEF*		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.LAB*		XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.PRE*		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

7*Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Kelvin Medical, Inc.
Date:	~~February~~May 515, 2018	By:	/s/ William Mandel
		Name:	William Mandel
		Title:	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer & Director

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