BIIO Bionovate Technologies Corporation (CE)

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS  

( Unaudited )

NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS

Bionovate Technologies Corp. (the “Company”, or the “Corporation”) was incorporated in the state of Nevada, United States on October 24, 2012 under the name MJP International Ltd. On December 1, 2017, the Company’s corporate name was changed to Bionocate Technologies Corp.

The Corporation was formed and organized to capitalize on new opportunities found in the North American market for light-emitting diode (“LED”) lighting. With China as the manufacturing backbone of future LED products, the Corporation has set up an office in Guangzhou, China in search of high quality products offered by reputable manufacturers to be introduced to Canada, the United States, and abroad. The Corporation has set out further details of the acquisition below as well as in Notes 3 and 4 to these consolidated financial statements.

On February 5, 2016, Energy Alliance Labs Inc. (“Energy Alliance”), incorporated on February 5, 2016, entered into an agreement to acquire 80% of the issued and outstanding equity interests of Human Energy Alliance Laboratories Corp., an Idaho corporation (“HEAL”) from certain shareholders of HEAL for $80,000. The cash for the acquisition of shares was transferred to the shareholders on November 1, 2016 and that is when the acquisition closed. Subsequent to the transfer of cash, the previous shareholders of the Company owned 80% of the issued and outstanding shares of HEAL.

On October 28, 2016, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Liao Zu Guo, an individual residing in China, whereby the Company issued 80,000 shares of its common stock in exchange for 100% of the issued and outstanding equity interests of Energy Alliance. Subsequent to the execution of the Share Exchange Agreement, Liao Zu Gao became a member of the Board of Directors of the Company.

On January 1, 2017, the Company entered into transfer agreement with Liao Zu Guo, whereby the Company transferred 100% of issued and outstanding equity interests of Energy Alliance for $20,000 for past services provided by Executive to the Company and agreed to assume the debt of Energy Alliance owed to the Liao Zu Guo in the aggregate amount of $28,239.

On December 1, 2017, a majority of stockholders and the board of directors approved a reverse stock split of the issued and outstanding shares of common stock on a fifty (50) old for one (1) new basis. A Certificate of Amendment was filed with the Nevada Secretary of State on December 11, 2017 with an effective date of December 21, 2017. All share and per share information in these financial statements retroactively reflect this stock distribution.

Our executive offices are located at 3006 E. Goldstone Drive, Suite 218, Meridian, ID 83642. Our telephone number is (208) 231 – 1606.

Going Concern

These condensed interim financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Corporation and its subsidiaries will be able to meet its obligations and continue its operations for the next fiscal year. Realizable values may be substantially different from carrying values as shown and these condensed interim financial statements, which do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Corporation be unable to continue as a going concern. At March 31, 2018, the Corporation had not yet achieved profitable operations and has an accumulated loss of $2,265,206 since inception. The Corporation expects to incur further losses, all of which casts substantial doubt about the Corporation’s ability to continue as a going concern. The Corporation’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that additional funding will be in the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the directors of the Corporation. There are no current arrangements in place for equity funding or short-term loans.

NOTE 2 – BASIS OF PRESENTATION

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 nine months ended March 31, 2018, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2017. For further information, refer to the financial statements and footnotes thereto included in the Corporation’s filed Form 10-K for the year ended June 30, 2017.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect application of policies and the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from these estimates. Estimates and their underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recorded in the accounting period in which they are determined. The critical accounting estimates and assumptions in the accompanying unaudited condensed interim financial statements include the provision for unpaid loss and loss adjustment expenses which may result from product warranty provisions; valuation of deferred income taxes; valuation and impairment assessment of intangible assets; goodwill recoverability; and deferred acquisition costs.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Foreign currency translation and functional currency conversion

Prior to July 1, 2017, the Company’s functional currency was the Canadian dollar. Translation gains and losses from the application of the U.S. dollar as the reporting currency during the period that the Canadian dollar was the functional currency are included as part of cumulative currency translation adjustment, which is reported as a component of shareholders’ equity under accumulated other comprehensive loss.

The Company re-assessed its functional currency and determined as at Jul 1, 2017, its functional currency changed from the Canadian dollar to the U.S. dollar based on management’s analysis of changes in our organization. The change in functional currency is accounted for prospectively from July 1, 2017 and financial statements prior to and including the period ended December 31, 2016 have not been restated for the change in functional currency.

For periods commencing July 1, 2017, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Opening balances related to non-monetary assets and liabilities are based on prior period translated amounts, and non-monetary assets and non-monetary liabilities incurred after Jul 1, 2017 are translated at the approximate exchange rate prevailing at the date of the transaction. Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transaction. Foreign exchange gains and losses are included in the statement of operations and comprehensive loss as foreign exchange gains.

Revenue Recognition

The Corporation recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Customers take ownership at point of sale and bear the costs and risks of delivery.

We currently do not have operations, and its management seeks to acquire cash generating businesses.

Fair Value of Financial Instrument

The Corporation follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Corporation defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Corporation considers the principal or most advantageous market in which the Corporation would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

The Corporation applies FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Corporation has not elected the fair value option for any eligible financial instruments.

Basic and Diluted Loss per Common Stock

FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per stock would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per common stock on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive.

NOTE 4 – DISCONTINUED OPERATOINS

On January 1, 2017, MJP entered into transfer agreement with Liao Zu Guo, whereby MJPI transferred 100% of issued and outstanding equity interests of Energy Alliance for consideration of $20,000 and assumption of debt of $28,239 for past services provided by Executive to the Company. There is no planned future involvement with Energy Alliance, however Liao Zu Guo continues to hold a position on the board of directors

During the nine months ended March 31, 2017, the Company recorded a gain on the sale of $21,359. The Company has no continuing involvement in the operations of Energy Alliance and its subsidiary HEAL. The sale of Energy Alliance qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of Energy Alliance operations from its Statements of Operations and Comprehensive Income (Loss) to present this business in discontinued operations.

The following table shows the results of operations of Energy Alliance and HEAL for the period ended January 1, 2017 which are included in the loss from discontinued operations:

For the nine months ended March 31, 2018 and 2017, the Company recognized interest expense of $10,895 and $3,374 and amortization of discount, included in interest expense, of $2,746 and $31,122, respectively. As of March 31, 2018, and June 30, 2017, the Company recorded accrued interest of $18,352 and $6,703, respectively

Dated November 1, 2016

On November 1, 2016, the Company issued a convertible note with a conversion price of $0.005 to extinguish debt of $18,239. The convertible note is unsecured, bears interest at 4% per annum and due and payable on November 1, 2017. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $18,239. During the nine months ended March 31, 2018, the convertible note of $3,800 was converted into 760,000 shares of common stock.

Dated January 1, 2017 - 1

On January 1, 2017, the Company issued a convertible note with a conversion price of $0.005 to extinguish amounts due to related parties of $10,000. The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $10,000. During the nine months ended March 31, 2018, the convertible note of $3,800 was converted into 760,000 shares of common stock.

Dated January 1, 2017 - 2

On January 1, 2017, the Company issued a convertible note with a conversion price of $0.005 to extinguish amounts due to related parties of $14,289. The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $14,289. During the nine months ended March 31, 2018, the convertible note of $3,800 was converted into 760,000 shares of common stock.

Dated January 1, 2017 - 3

On January 1, 2017, the Company issued a convertible note with a conversion price of $0.005 to extinguish amounts due to related parties of $3,352 (Canadian dollar (“CAD”) $4,500). The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $3,352 (CAD $4,500). The difference of amount was a result of change of exchange rate.

Dated June 30, 2017

On June 30, 2017, the Company issued a convertible note with a conversion price of $0.01 to pay operating expenses of $9,969. The convertible note is unsecured, bears interest at 35% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $9,969.

NOTE 6 – DUE TO RELATED PARTIES

As at March 31, 2018, the Company was obligated to shareholders for funds advanced to the Corporation for working capital.

During the nine months ended March 31, 2018, the Company’s CEO paid accounts payable of $41,025 on behalf of the Company. The loans are unsecured, non-interest bearing and due on demand.

On July 1, 2017, the Company entered into an employment agreement with CEO of the Company which the Company shall pay a cash based base salary of $65,000 from July 1, 2017 through December 31, 2017. For the nine months ended March 31, 2018, the Company recorded accrued salary of $65,000. On February 7, 2018, the Company issued 13,000,000 shares of common stock to settle accrued salary of $65,000. As a result, the Company recorded loss on settlement of debt of $1,549,439.

As of March 31, 2018, and June 30, 2017, the Corporation owed related parties $148,216 (CAD 191,000) and $147,848 (CAD 191,000), respectively. The advances are unsecured, non-interest bearing and no payback schedule has been established.

As of March 31, 2018, and June 30, 2017, due to related party was $189,241 and $147,185, respectively.

NOTE 7 – CAPITAL STOCK

During the nine months ended March 31, 2018, the Company issued common stock as follows;

As at March 31, 2018 and June 30, 2017, 15,579,749 and 299,400 shares of common stock were issued and outstanding, respectively.

As at March 31, 2018, there were no warrants or options outstanding.