Item 1. Financial Statements
iMINE CORPORATION
Consolidated Balance Sheets
(Unaudited)
|
|
October 31,
|
|
|
July 31,
|
|
|
|
2021
|
|
|
2021
|
|
ASSETS
|
|
Current Assets
|
|
|
|
|
|
|
Cash
|
|
$
|
575
|
|
|
$
|
665
|
|
Total Current Assets
|
|
|
575
|
|
|
|
665
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
575
|
|
|
$
|
665
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
71,654
|
|
|
$
|
74,975
|
|
Due to related parties
|
|
|
95,011
|
|
|
|
234,352
|
|
Convertible notes payable - related party
|
|
|
643,782
|
|
|
|
628,659
|
|
Liabilities from discontinued operation
|
|
|
19,500
|
|
|
|
19,500
|
|
Total Current Liabilities
|
|
|
829,947
|
|
|
|
957,486
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
829,947
|
|
|
|
957,486
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit
|
|
|
|
|
|
|
|
|
Common stock: 300,000,000 authorized; $0.001 par value 39,308,953 and 56,808,953 shares issued and outstanding, respectively
|
|
|
39,309
|
|
|
|
56,809
|
|
Additional paid in capital
|
|
|
11,865,452
|
|
|
|
11,683,246
|
|
Common stock to be issued
|
|
|
120,000
|
|
|
|
120,000
|
|
Accumulated deficit
|
|
|
(12,854,133
|
)
|
|
|
(12,816,876
|
)
|
Total Stockholders' Deficit
|
|
|
(829,372
|
)
|
|
|
(956,821
|
)
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
575
|
|
|
$
|
665
|
|
The accompanying notes are an integral part of these consolidated financial statements.
iMINE CORPORATION
Consolidated Statements of Operations
(Unaudited)
|
|
Three Months Ended
|
|
|
|
October 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
10,930
|
|
|
|
90
|
|
Professional fees
|
|
|
11,204
|
|
|
|
3,850
|
|
Total operating expenses
|
|
|
22,134
|
|
|
|
3,940
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(22,134
|
)
|
|
|
(3,940
|
)
|
|
|
|
|
|
|
|
|
|
Other income and expense
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(15,123
|
)
|
|
|
(15,123
|
)
|
Total other expense
|
|
|
(15,123
|
)
|
|
|
(15,123
|
)
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(37,257
|
)
|
|
|
(19,063
|
)
|
Provision for income taxes
|
|
|
-
|
|
|
|
-
|
|
Net Loss
|
|
$
|
(37,257
|
)
|
|
$
|
(19,063
|
)
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share of common stock
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
Basic weighted average number of common shares outstanding
|
|
|
50,721,996
|
|
|
|
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 Months ended October 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, 2021
|
|
|
56,808,953
|
|
|
$
|
56,809
|
|
|
$
|
11,683,246
|
|
|
$
|
120,000
|
|
|
$
|
(12,816,876
|
)
|
|
$
|
(956,821
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extinguishment of due to former related party
|
|
|
-
|
|
|
|
-
|
|
|
|
164,706
|
|
|
|
-
|
|
|
|
-
|
|
|
|
164,706
|
|
Cancellation of common stock
|
|
|
(17,500,000
|
)
|
|
|
(17,500
|
)
|
|
|
17,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(37,257
|
)
|
|
|
(37,257
|
)
|
Balance - October 31, 2021
|
|
|
39,308,953
|
|
|
$
|
39,309
|
|
|
$
|
11,865,452
|
|
|
$
|
120,000
|
|
|
$
|
(12,854,133
|
)
|
|
$
|
(829,372
|
)
|
For the Three Months ended October 31, 2020
|
|
Common Stock
|
|
|
Additional
|
|
|
Common 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
|
)
|
The accompanying notes are an integral part of these consolidated financial statements.
iMINE CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
|
|
Three Months Ended
|
|
|
|
October 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
Net loss
|
|
$
|
(37,257
|
)
|
|
$
|
(19,063
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Accrued interest and accretion on convertible notes
|
|
|
15,123
|
|
|
|
15,123
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
(3,321
|
)
|
|
|
(1,150
|
)
|
Due to related parties
|
|
|
25,365
|
|
|
|
5,000
|
|
Net cash used in operating activities
|
|
|
(90
|
)
|
|
|
(90
|
)
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
|
(90
|
)
|
|
|
(90
|
)
|
Cash, beginning of period
|
|
|
665
|
|
|
|
1,025
|
|
Cash, end of period
|
|
$
|
575
|
|
|
$
|
935
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash paid for taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Non-cash transactions:
|
|
|
|
|
|
|
|
|
Cancellation of common stock
|
|
$
|
17,500
|
|
|
$
|
-
|
|
Extinguishment of due to former related party
|
|
$
|
164,706
|
|
|
$
|
|
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 March 11, 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 has been administratively dissolved.
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, 2021 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, 2021 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 October 31, 2021 and July 31, 2021, measured at fair value on a recurring basis:
|
|
|
|
|
Quoted Prices in
|
|
|
Significant Other
|
|
|
Significant
|
|
|
|
October 31,
|
|
|
Active Markets
|
|
|
Observable Inputs
|
|
|
Unobservable Inputs
|
|
|
|
2021
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
575
|
|
|
$
|
575
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable - related party
|
|
|
643,782
|
|
|
|
-
|
|
|
|
643,782
|
|
|
|
-
|
|
|
|
July 31,
|
|
|
Quoted Prices in
Active Markets
|
|
|
Significant Other
Observable Inputs
|
|
|
Significant
Unobservable Inputs
|
|
|
|
2021
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
665
|
|
|
$
|
665
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable - related party
|
|
|
628,659
|
|
|
|
-
|
|
|
|
628,659
|
|
|
|
|
|
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 October 31, 2021, and 2020, there were approximately 35,189,100 and 28,000,000 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
In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.
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 three months ended October 31, 2021, the Company incurred a net loss of $37,257. As of October 31, 2021, the Company had an accumulated deficit of $12,854,133 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, 2022. 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 were issued. On September 30, 2021, the Company obtained the default judgment rule for cancellation of 17,500,000 shares of common stock and extinguishment of contractual obligation for the payment of $164,706 anticipated tax related to issuance of common stock to the former chief executive officer. As a result, the Company recorded the cancellation of 17,500,000 shares of common stock and extinguishment of due to related party of $164,706 as additional paid in capital during the three months ended October 31, 2021.
During the three months ended October 31, 2021 and 2020, our shareholder paid operating expenses of $25,365 and $5,000 on behalf of the Company, respectively.
The following table sets forth the amounts due to related parties at October 31, 2021 and July 31, 2021:
|
|
October 31,
|
|
|
July 31,
|
|
|
|
2021
|
|
|
2021
|
|
Due to former chief executive officer pursuant to executive employment agreement
|
|
$
|
-
|
|
|
$
|
164,706
|
|
Due to shareholders
|
|
|
95,011
|
|
|
|
69,646
|
|
|
|
$
|
95,011
|
|
|
$
|
234,352
|
|
NOTE 5 - CONVERTIBLE NOTES - RELATED PARTY
At October 31, 2021 and July 31, 2021, convertible note consisted of the following:
|
|
October 31,
|
|
|
July 31,
|
|
|
|
2021
|
|
|
2021
|
|
Convertible promissory notes issued
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
Less discount
|
|
|
-
|
|
|
|
-
|
|
Total convertible note
|
|
|
500,000
|
|
|
|
500,000
|
|
Accrued interest
|
|
|
143,782
|
|
|
|
128,659
|
|
Liability component
|
|
$
|
643,782
|
|
|
$
|
628,659
|
|
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 three months ended October 31, 2021, and 2020, the Company recorded interest expense of $15,123 and $15,123, respectively. No interest has been paid during the three months ended October 31, 2021 and 2020.
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.
During the three months ended October 31, 2021, 17,500,000 shares of common stock related to former chief executive officer were cancelled (see Note 4).
There were 39,308,953 and 56,808,953 shares of common stock issued and outstanding as of October 31, 2021 and July 31, 2021, respectively.
As of October 31, 2021 and July 31, 2021, the Company had no options and warrants outstanding.
Common Stock to be issued
As of October 31, 2021 and July 31, 2021, the Company recorded 3,000,000 shares to be issued to the CEO for compensation valued at $120,000.
NOTE 7 - SUBSEQUENT EVENTS
Subsequent to October 31, 2021, the Company issued 3,000,000 shares of common stock to the CEO for his compensation (see Note 6). In addition, the Company issued 32,189,100 shares of common stock to the CEO for the settlement of convertible note – related party and accrued interest of $643,782 (see Note 5).
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 on October 29, 2021, we entered into a settlement agreement with Gygabyte whereby we paid $10,790 to Gigabyte and they must prepare the equipment for delivery to the US. The equipment is in component parts and there is no assurance if this can be assembled and mined or sold since this equipment was purchased over three years ago.
On November 1, 2021 we entered into a settlement with Mr. Romero whereby he converted the principal amount of his loan along with accrued interest into shares of the company at $.02 per share and received his compensation shares for his service as the CEO under his previous employment agreement. The total shares issued to Mr. Romero were 35,189,100.
Results of Operations
Three Months Ended October 31, 2021 and 2020
For the three months ended October 31, 2021, we incurred operating expenses of $22,134, primarily professional fees, resulting in a loss from operations of $22,134. Other expenses consisted of interest expense of $15,123, resulting in a net loss of $37,257, or ($0.00) per share (basic and diluted). For the three months ended October 31, 2020, we incurred operating expenses of $3,940, primarily professional fees, resulting in a loss from operations of $3,940. Other expenses consisted of interest expense of $15,123, resulting in a net loss of $19,063 or ($0.00) per share (basic and diluted).
Liquidity and Capital Resources
The following summarizes our change in working capital from July 31, 2021 to October 31, 2021:
|
|
October 31,
|
|
|
July 31,
|
|
|
|
|
|
|
|
|
|
2021
|
|
|
2021
|
|
|
Change
|
|
|
%
|
|
Current assets
|
|
$
|
575
|
|
|
$
|
665
|
|
|
$
|
(90
|
)
|
|
(14
|
)%
|
Current liabilities
|
|
$
|
829,947
|
|
|
$
|
957,486
|
|
|
$
|
(127,539
|
)
|
|
(13
|
)%
|
Working capital deficiency
|
|
$
|
(829,372
|
)
|
|
$
|
(956,821
|
)
|
|
$
|
127,449
|
|
|
(13
|
)%
|
The decrease in working capital deficiency is primarily due to an extinguishment of due to related parties.
The following table summarizes our cash flow for the three months ended October 31, 2021 and 2020:
|
|
Three Months Ended
|
|
|
|
|
|
|
October 31,
|
|
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Change
|
|
Cash used in operating activities
|
|
$
|
(90
|
)
|
|
$
|
(90
|
)
|
|
$
|
-
|
|
Cash on hand
|
|
$
|
575
|
|
|
$
|
935
|
|
|
$
|
(360
|
)
|
The cash flow used in operating activities for the three months ended October 31, 2021 reflects our net loss of $37,257, decreased by accrued interest on convertible notes of $15,123, and due to related parties of $25,365 and increase by accounts payable and accrued liabilities of $3,321. The cash flow used in operating activities for the three months ended October 31, 2020 reflects the net loss of $19,063, decreased by accrued interest of $15,123, and due to related parties of $5,000 and increased by accounts payable and accrued liabilities of $1,150.
For the three months ended October 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 three months ended October 31, 2021, we incurred a net loss of $37,257. As of October 31, 2021, we had an accumulated deficit of $12,854,133, 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 2020. 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.