Item 1. Financial Statements
iMINE CORPORATION
Consolidated Balance Sheets
(Unaudited)
|
|
|
January 31,
|
|
|
July 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
ASSETS
|
|
Current Assets
|
|
|
|
|
|
|
|
Cash
|
|
$
|
845
|
|
|
$
|
1,025
|
|
|
Prepaid expenses
|
|
|
5,000
|
|
|
|
-
|
|
|
Total Current Assets
|
|
|
5,845
|
|
|
|
1,025
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
5,845
|
|
|
$
|
1,025
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
65,776
|
|
|
$
|
72,576
|
|
|
Due to related parties
|
|
|
212,816
|
|
|
|
193,316
|
|
|
Convertible notes payable - related party
|
|
|
598,905
|
|
|
|
568,659
|
|
|
Liabilities from discontinued operation
|
|
|
19,500
|
|
|
|
19,500
|
|
|
Total Current Liabilities
|
|
|
896,997
|
|
|
|
854,051
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
896,997
|
|
|
|
854,051
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit
|
|
|
|
|
|
|
|
|
|
Common stock: 300,000,000 authorized; $0.001 par value 79,792,286 shares issued and outstanding at January 31, 2021 and July 31, 2020
|
|
|
79,792
|
|
|
|
79,792
|
|
|
Additional paid in capital
|
|
|
11,660,263
|
|
|
|
11,660,263
|
|
|
Common stock to be issued
|
|
|
120,000
|
|
|
|
120,000
|
|
|
Accumulated deficit
|
|
|
(12,751,207
|
)
|
|
|
(12,713,081
|
)
|
|
Total Stockholders' Deficit
|
|
|
(891,152
|
)
|
|
|
(853,026
|
)
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
5,845
|
|
|
$
|
1,025
|
|
The accompanying notes are an integral part of these consolidated financial statements.
iMINE CORPORATION
Consolidated Statements of Operations
(Unaudited)
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
|
January 31,
|
|
|
January 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
90
|
|
|
|
425
|
|
|
|
180
|
|
|
|
650
|
|
|
Professional fees
|
|
|
3,850
|
|
|
|
3,950
|
|
|
|
7,700
|
|
|
|
7,938
|
|
|
Total operating expenses
|
|
|
3,940
|
|
|
|
4,375
|
|
|
|
7,880
|
|
|
|
8,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(3,940
|
)
|
|
|
(4,375
|
)
|
|
|
(7,880
|
)
|
|
|
(8,588
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income and expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and accretion on convertible notes
|
|
|
(15,123
|
)
|
|
|
(70,614
|
)
|
|
|
(30,246
|
)
|
|
|
(141,227
|
)
|
|
Total other expense
|
|
|
(15,123
|
)
|
|
|
(70,614
|
)
|
|
|
(30,246
|
)
|
|
|
(141,227
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(19,063
|
)
|
|
|
(74,989
|
)
|
|
|
(38,126
|
)
|
|
|
(149,815
|
)
|
|
Provision for income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(19,063
|
)
|
|
$
|
(74,989
|
)
|
|
$
|
(38,126
|
)
|
|
$
|
(149,815
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share of common stock
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
Basic weighted average number of common shares outstanding
|
|
|
79,792,286
|
|
|
|
79,792,286
|
|
|
|
79,792,286
|
|
|
|
79,792,286
|
|
The accompanying notes are an integral part of these consolidated financial statements.
iMINE CORPORATION
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
(Unaudited)
For the Three and Six Months Ended January 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Additional
|
|
|
stock
|
|
|
|
|
|
Total
|
|
|
|
|
Number of Shares
|
|
|
Amount
|
|
|
Paid in
Capital
|
|
|
to be
issued
|
|
|
Accumulated
Deficit
|
|
|
Stockholders’
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – July 31, 2020
|
|
|
79,792,286
|
|
|
$
|
79,792
|
|
|
$
|
11,660,263
|
|
|
$
|
120,000
|
|
|
$
|
(12,713,081
|
)
|
|
$
|
(853,026
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(19,063
|
)
|
|
|
(19,063
|
)
|
|
Balance – October 31, 2020
|
|
|
79,792,286
|
|
|
|
79,792
|
|
|
|
11,660,263
|
|
|
|
120,000
|
|
|
|
(12,732,144
|
)
|
|
|
(872,089
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(19,063
|
)
|
|
|
(19,063
|
)
|
|
Balance – January 31, 2021
|
|
|
79,792,286
|
|
|
$
|
79,792
|
|
|
$
|
11,660,263
|
|
|
$
|
120,000
|
|
|
$
|
(12,751,207
|
)
|
|
$
|
(891,152
|
)
|
For the Three and Six Months ended January 31, 2020
|
|
|
Common Stock
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
|
Number of
Shares
|
|
|
Amount
|
|
|
Paid in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Stockholders’
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - July 31, 2019
|
|
|
79,792,286
|
|
|
$
|
79,792
|
|
|
$
|
11,660,263
|
|
|
$
|
(12,353,082
|
)
|
|
$
|
(613,027
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(74,826
|
)
|
|
|
(74,826
|
)
|
|
Balance - October 31, 2019
|
|
|
79,792,286
|
|
|
|
79,792
|
|
|
|
11,660,263
|
|
|
|
(12,427,908
|
)
|
|
|
(687,853
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(74,989
|
)
|
|
|
(74,989
|
)
|
|
Balance - January 31, 2020
|
|
|
79,792,286
|
|
|
$
|
79,792
|
|
|
$
|
11,660,263
|
|
|
$
|
(12,502,897
|
)
|
|
$
|
(762,842
|
)
|
The accompanying notes are an integral part of these consolidated financial statements.
iMINE CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
Six Months Ended
|
|
|
|
|
January 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(38,126
|
)
|
|
$
|
(149,815
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
Accrued interest and accretion on convertible notes
|
|
|
30,246
|
|
|
|
141,227
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
(5,000
|
)
|
|
|
-
|
|
|
Accounts payable and accrued liabilities
|
|
|
(6,800
|
)
|
|
|
(7,362
|
)
|
|
Due to related parties
|
|
|
19,500
|
|
|
|
15,500
|
|
|
Net cash used in operating activities
|
|
|
(180
|
)
|
|
|
(450
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
|
(180
|
)
|
|
|
(450
|
)
|
|
Cash, beginning of period
|
|
|
1,025
|
|
|
|
1,850
|
|
|
Cash, end of period
|
|
$
|
845
|
|
|
$
|
1,400
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Cash paid for taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
The accompanying notes are an integral part of these consolidated financial statements.
iMINE CORPORATION
Notes to Unaudited Consolidated Financial Statements
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
iMine Corporation (the “Company”) is a Nevada corporation incorporated on October 26, 2010, under the name Oconn Industries. The Company’s name was changed to Oconn Industries Corp. on February 16, 2012, to Diamante Minerals, Inc. on April 1, 2014 and to iMine Corporation on March 20, 2018. The change of name to iMine Corporation was effective through the merger of the Company’s wholly owned subsidiary, iMine Corporation, into the Company. The Company has one subsidiary, iMine Corporation, an Indiana corporation, which is inactive.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Presentation of Interim Information
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with Rule 8-03 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended July 31, 2020 have been omitted. These financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended July 31, 2020 included within the Company’s Annual Report on Form 10-K.
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Principals of Consolidation
The accompanying consolidated financial statements, including the accounts of the Company and its wholly-owned subsidiary, iMine Corporation, an Indiana corporation. All material intercompany accounts, transactions, and profits have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the SEC include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.
Fair Value Measurements
As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The following table summarizes fair value measurements by level at January 31, 2021 and July 31, 2020, measured at fair value on a recurring basis:
|
|
|
|
|
|
Quoted Prices in
|
|
|
Significant Other
|
|
|
Significant
|
|
|
|
|
January 31,
|
|
|
Active Markets
|
|
|
Observable Inputs
|
|
|
Unobservable Inputs
|
|
|
|
|
2021
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level3)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
845
|
|
|
$
|
845
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable – related party
|
|
|
598,905
|
|
|
|
-
|
|
|
|
598,905
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
|
Quoted
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
|
Prices in
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
July 31,
|
|
|
Active Markets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
|
2020
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level3)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
1,025
|
|
|
$
|
1,025
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable - related party
|
|
|
568,659
|
|
|
|
-
|
|
|
|
568,659
|
|
|
|
-
|
|
Stock-based expenses
The Company accounts for stock-based compensation arrangements with employees, nonemployee directors and consultants using a fair value method, which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options, on a straight-line basis over the requisite service period in the Company’s consolidated statements of operations. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant.
Net Loss per Share of Common Stock
The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt and shares to be issued for services performed. As of January 31, 2021, and 2020, there were approximately 28,000,000 and 25,000,000 common stock equivalents outstanding, respectively, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive.
Recent Accounting Pronouncements
The Company has implemented all new pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations.
NOTE 3 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the six months ended January 31, 2021, the Company incurred a net loss of $38,126. As of January 31, 2021, the Company had an accumulated deficit of $12,751,207 and has earned no revenues since inception and was not engaged in an active business. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to raise necessary funding through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ended July 31, 2021. However, until the Company engages in an active business or makes an acquisition the Company is likely to not be able to raise any significant debt or equity financing. The Company does not presently have the funds to pay the convertible notes which matured at various dates in 2020.
The ability of the Company to begin operations in its new business model is dependent upon, among other things, obtaining financing to commence operations and develop a business plan or making an acquisition. The Company cannot give any assurance as to its ability to develop or acquire a business or to operate profitably.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4 - RELATED PARTY TRANSACTIONS
On March 19, 2018, the Company entered into a one-year employment agreement with the former chief executive officer, who was also the sole director, pursuant to which the Company issued to him 17,500,000 shares of common stock, valued at $980,000, and agreed to pay him $164,706 to cover the federal income tax on the value of the stock and the tax payment. The shares are fully vested. As of January 31, 2021 and July 31, 2020, $164,706 was reflected as an amount due to related parties.
During the six months ended January 31, 2021 and 2020, our shareholder paid operating expenses of $19,500 and $15,500 on behalf of the Company, respectively.
The following table sets forth the amounts due to related parties at January 31, 2021 and July 31, 2020:
|
|
|
January 31,
|
|
|
July 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Due to former chief executive officer pursuant to executive employment agreement
|
|
$
|
164,706
|
|
|
$
|
164,706
|
|
|
Due to shareholders
|
|
|
48,110
|
|
|
|
28,610
|
|
|
|
|
$
|
212,816
|
|
|
$
|
193,316
|
|
NOTE 5 - CONVERTIBLE NOTES - RELATED PARTY
At January 31, 2021 and July 31, 2020, convertible note consisted of the following:
|
|
|
January 31,
|
|
|
July 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Convertible promissory notes issued
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
Less discount
|
|
|
-
|
|
|
|
-
|
|
|
Total convertible note
|
|
|
500,000
|
|
|
|
500,000
|
|
|
Accrued interest
|
|
|
98,905
|
|
|
|
68,659
|
|
|
Liability component
|
|
$
|
598,905
|
|
|
$
|
568,659
|
|
Pursuant to a note purchase agreement dated March 20, 2018 between the Company and a non-affiliated lender, the lender made loans to the Company in the total amount of $500,000, for which the Company issued two-year 5% convertible notes. In August 2019, the lender became the Company’s sole officer and director. As a result of the investor becoming the Company’s sole officer and director, these notes were reclassified as convertible notes - related party. The notes are convertible into common stock of the Company at $0.02 per share.
Interest of 5% is payable annually until the settlement date. The notes default rate of 12% is payable from maturity date of the notes. During the six months ended January 31, 2021, and 2020, the Company recorded interest expense of $30,246 and $12,602 and amortization of debt discount of $0 and $128,625, respectively. No interest has been paid during the six months ended January 31, 2021.
NOTE 6 - COMMON STOCK
Authorized Common Stock
The Company has authorized 300,000,000 shares of common stock at par value of $0.001 per share. Each share of common stock entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought.
There were 79,792,286 shares of common stock issued and outstanding as of January 31, 2021 and July 31, 2020.
As of January 31, 2021 and July 31, 2020, the Company had no options and warrants outstanding.
Common Stock to be issued
As of January 31, 2021 and July 31, 2020, the Company recorded 3,000,000 shares to be issued to the CEO for compensation valued at $120,000.
NOTE 7 - DISCONTINUED OPERATION
During 2018, the Company was engaged in the development of the business of selling computer equipment which can be used for the mining of cryptocurrency. As a result of the decline in the price of cryptocurrency, which made the purchase of its equipment uneconomical, the Company has discontinued that business. The change of the business qualified as a discontinued operation of the Company. In conjunction with the discontinued operations, the liabilities of the discontinued operations were presented separately under the captions “Liabilities from discontinued operation,” in the accompanying consolidated balance sheets at January 31, 2021 and July 31, 2020, respectively.
NOTE 8 - SUBSEQUENT EVENTS
Subsequent to January 31, 2021, 22,983,333 shares of common stock were returned to the Company and cancelled.
The Company has also filed a lawsuit against the former CEO, Daniel Tsai and is attempting to serve. The Company is claiming breach of his fiduciary duty and gross misconduct.
The Company is aggressively pursuing the manufacturer of the equipment to either deliver the equipment purchased or refund the purchase including interest and damages.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
Prior to March 16, 2018, we were engaged in the development of mining assets. We never generated any revenue from this business and as of April 30, 2018, all of the assets associated with the mining business were fully reserved against and have no value. On March 16, 2018, we had a change in management, with the resignation of our sole director and chief executive officer and our chief financial officer, and the appointment of a new director and chief executive officer, who became our sole executive officer. With the change of management, we changed our business to developing the business of designing and selling computer equipment which can be used for the mining of cryptocurrency. In April 2019, our sole director and officer resigned and we discontinued the business of designing and selling computer equipment for the cryptocurrency business, from which we did not generate any revenue. On August 14, 2019, the then sole officer and director resigned and Jose Maria Eduardo Gonzalez Romero was elected as our sole officer and director. At the time, Mr. Romero was our largest creditor, having invested $500,000 for the purchase of our 5% convertible notes, which mature on various dates in 2020. We are now in the process of looking for a new business, either through an acquisition or commencing new business activities. Although we have had discussions with potential acquisition candidates, as of the date of this report, we have not signed any agreement, letter of intent or memorandum of understanding with respect to any potential acquisition, and we cannot assure you that we will be able to make any acquisition. Because of our financial condition, the low price and lack of liquidity of our stock, and our stock being traded on the OTC Pink, it is not likely that we will be able to acquire any company other than a company without a history of earnings. In such event, we will need to raise a significant amount of funds. We have no assurance that financing will be available to us on acceptable, if any, terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing would result in additional dilution to existing stockholders.
During the period from March through June 2018, we raised $500,000 from the sale of our convertible notes in the principal amount of $500,000 to Mr. Romero, who, at the time, was not a related party. The proceeds of these notes were used to purchase inventory and for working capital purposes, including expenses relating to our status as a public company. Pursuant to the loan agreement, we were to give Mr. Romero a security interest in this equipment. The equipment was never delivered to us in the United States and we are aggressively pursuing the manufacturer of the equipment to either deliver the equipment purchased or refund the purchase including interest and damages. The value of the inventory was written down to zero. We anticipate that in connection with any acquisition or financing, we will pay the principal and interest on the notes to Mr. Romero. The need to make this payment may affect our ability to make an acquisition or, if we can make an acquisition, the terms of the acquisition.
Results of Operations
Three Months Ended January 31, 2021 and 2020
For the three months ended January 31, 2021, we incurred operating expenses of $3,940, primarily professional fees, resulting in a loss from operations of $3,940. Other expenses consisted of interest and accretion on convertible notes of $15,123, resulting in a net loss of $19,063, or ($0.00) per share (basic and diluted). For the three months ended January 31, 2020, we incurred operating expenses of $4,375, primarily professional fees, resulting in a loss from operations of $4,375. Other expenses consisted of interest and accretion on convertible notes of $70,614, resulting in a net loss of $74,989 or ($0.00) per share (basic and diluted).
Six Months Ended January 31, 2021 and 2020
For the six months ended January 31, 2021, we incurred operating expenses of $7,880, primarily professional fees, resulting in a loss from operations of $7,880. Other expenses consisted of interest and accretion on convertible notes of $30,246, resulting in a net loss of $38,126, or ($0.00) per share (basic and diluted). For the six months ended January 31, 2020, we incurred operating expenses of $8,588, primarily professional fees, resulting in a loss from operations of $8,588. Other expenses consisted of interest and accretion on convertible notes of $141,227, resulting in a net loss of $149,815 or ($0.00) per share (basic and diluted).
Liquidity and Capital Resources
The following summarizes our change in working capital from July 31, 2020 to January 31, 2021:
|
|
|
January 31,
|
|
|
July 31,
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Change
|
|
|
%
|
|
|
Current assets
|
|
$
|
5,845
|
|
|
$
|
1,025
|
|
|
$
|
4,820
|
|
|
|
470
|
%
|
|
Current liabilities
|
|
$
|
896,997
|
|
|
$
|
854,051
|
|
|
$
|
42,946
|
|
|
|
5
|
%
|
|
Working capital deficiency
|
|
$
|
(891,152
|
)
|
|
$
|
(853,026
|
)
|
|
$
|
(38,126
|
)
|
|
|
4
|
%
|
The increase in working capital deficiency is primarily due to an increase in convertible note - related party due to an increase in accrued interest.
The following table summarizes our cash flow for the six months ended January 31, 2021 and 2020:
|
|
|
Six Months Ended
|
|
|
|
|
|
|
|
January 31,
|
|
|
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Change
|
|
|
Cash used in operating activities
|
|
$
|
(180
|
)
|
|
$
|
(450
|
)
|
|
$
|
270
|
|
|
Cash on hand
|
|
$
|
845
|
|
|
$
|
1,400
|
|
|
$
|
(555
|
)
|
The cash flow used in operating activities for the six months ended January 31, 2021 reflects our net loss of $38,126, decreased by accrued interest on convertible notes of $30,246, and an increase in due to related parties of $19,500, and increased by a decrease in accounts payable and accrued liabilities of $6,800 and an increase in prepaid expense of $5,000. The cash flow used in operating activities for the six months ended January 31, 2020 reflects the net loss of $149,815, decreased by accrued interest and accretion on convertible notes of $141,227 and an increase in due to related parties of $15,500 and increased by a decrease in accounts payable and accrued liabilities of $7,362.
For the six months ended January 31, 2021 and 2020, we did not have any cash flow from investing or financing activities or non-cash transactions.
Going Concern
Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the six months ended January 31, 2021, we incurred a net loss of $38,126. As of January 31, 2021, we had an accumulated deficit of $12,751,207, we had earned no revenues since inception and we were not engaged in an active business. We intend to seek to either acquire a business or enter into a new business. However, until we engage in an active business or make an acquisition we are likely to not be able to raise any significant debt or equity financing or any funds that we may raise are likely to be on very unfavorable terms. We do not presently have the funds to pay the convertible notes which mature at various dates in 2021. Our ability to begin operations in its new business model is dependent upon, among other things, obtaining financing to commence operations and develop a business plan or making an acquisition. We cannot give any assurance as to our ability to develop or acquire a business or to operate profitably. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Critical Accounting Policies
Use of Estimates: The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses, including the valuation of non-cash transactions. Actual results may differ from these estimates.
Net Loss per Share of Common Stock
We calculate net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional shares of common stock were dilutive. Diluted earnings per share excludes all dilutive potential shares if their effect is anti-dilutive.
Recent Accounting Pronouncements
We have implemented all new pronouncements that are in effect and that may impact our consolidated financial statements and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial statements or results of operations.