Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “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 that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements 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, performance or achievements. 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.
Our consolidated unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Bionovate Technologies Corp., unless otherwise indicated.
Corporate Overview
Our company was incorporated in the State of Nevada on October 24, 2012. Founded in Calgary, Canada, we were 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, we have 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. In November 2016, we expanded our operations to include reselling various energy products and green technology products. We achieved this by acquiring Energy Alliance Labs Inc. (“Energy Alliance”), which is the 80% owner of Human Energy Alliance Laboratories Corp., an Idaho corporation (“HEAL”). HEAL is a “green technology” and retail company with the mission of developing and distributing technologies that relieve its customers of certain burdens, while simultaneously decreasing the energy they use. HEAL’s primary products are mid-sized wind turbines, small solar panels and related controllers and inverters.
On October 28, 2016, we entered into a share exchange agreement with Cohen Mizrahi, a director of our company, whereby on the same date we issued 4,000,000 shares of our common stock in exchange for 100% of the issued and outstanding equity interests of Energy Alliance.
On November 1, 2016, Energy Alliance closed the transactions contemplated under an agreement with certain shareholders of HEAL, in which the shareholders holding 80% of the outstanding equity interests of HEAL sold all of their shares of HEAL to Energy Alliance.
As a result of such transactions we became the owner of 100% of the issued and outstanding equity interests of Energy Alliance and Energy Alliance became the owner of 80% of the issued and outstanding equity interests of HEAL.
Effective October 4, 2016, we filed a Certificate of Dissolution of MJP Holdings Ltd., our wholly-owned subsidiary.
Effective November 28, 2016, we entered into a Share Exchange Agreement with MJP Lighting Solutions Ltd., a British Virgin Islands (“BVI”) corporation and Tong Tang and Zhao Hui Ma (the “Shareholders”) whereby the parties exchanged 100% of the issued and outstanding shares of BVI, belonging to our company for the tender of 5,500,000 restricted common shares of our company, belonging to the Shareholders, to our treasury for cancellation.
On January 1, 2017, MJP entered into transfer agreement with Cohen Mizrahi, whereby we transferred 100% of the issued and outstanding equity interests of Energy Alliance for consideration of $20,000 for past services provided to our company by Mr. Guo.
On December 1, 2017, a majority of our stockholders and our board of directors approved a change of name of our company to “Bionovate Technologies Corp.” and a reverse stock split of our 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.
The name change and reverse split became effective with the OTC Markets at the opening of trading on December 21, 2017 under the symbol “BIIO”.
Effective January 11, 2018, we entered into a Patent Purchase and License Agreement with Lily Innovation Advisors Ltd. wherein we agreed to purchase the rights to U.S. Patent No. 7,963,959 “Automated Cryogenic Skin Treatment” (the “Lily Patent”). We paid $10,000 as consideration for the Lily Patent, and agreed to pay royalties of one percent (1%) of the (a) net sales of all products that are derived from the invention covered under the Lily Patent and sold by our company or any licensees or transferees and (b) licensing fees, royalties or similar payments in respect of the Lily Patent received by any such entity, such royalties to be paid quarterly in January, April, July and October for all sales incurred in the previous calendar quarter.
The assignment of the Lily Patent was registered with the United States Patent and Trademark Office on January 31, 2018.
The foregoing description of the Patent Purchase and License Agreement is included to provide information regarding its terms. It does not purport to be a complete description and is qualified by its entirety by reference to the full text of the Patent Purchase and License Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Effective February 19, 2018, we entered into a Patent Purchase and License Agreement with Ramot at Tel-Aviv University Ltd. wherein we agreed to purchase the rights to U.S. Patent No. 6,858,007 “Method and system for automatic classification and quantitative evaluation of adnexal masses based on a cross-sectional or projectional images of the adnexs” (the “Ramot Patent”). We paid $10,000 as consideration for the Ramot Patent and agreed to pay royalties of one percent (1%) of the net sales of all products sold by our company that are derived from the invention covered by the Ramot Patent, such royalties to be paid quarterly in January, April, July and October from sales incurred in the previous calendar quarter.
The assignment of the Ramot Patent was registered with the United States Patent and Trademark Office on March 5, 2018.
October 1, 2019, a majority of our shareholders approved a reverse stock split on a basis of 100 old shares for one (1) new share of our issued and outstanding common stock. As a result of the reverse split, our issued and outstanding shares of common stock decreased from 15,579,749 to 155,798 shares of common stock, our authorized capital remained unchanged. The reverse split became effective with the OTC Markets at the opening of trading on January 9, 2020.
Effective January 28, 2020, the Company amended a 20% Convertible Note originally issued on March 31, 2019 (the “Note”). The Note reduces the interest rate from 20% to 0 and changes the conversion price from $0.01 to $0.0001.
Effective January 28, 2020, the Note was assigned to Evergreen Solutions Ltd., and was immediately converted for the issuance of 54,270,000 shares of common stock of the Company resulting in a change of control.
On February 3, 2020, Cohen Mizrahi resigned as a director and as an officer of our company. Dr. Mizrahi’s resignation was not the result of a disagreement between Dr. Mizrahi and our company on any matter relating to our company’s operations, policies or practices. On February 3, 2020, David Magana Gonzalez was appointed as a director to replace Dr. Mizrahi and he was also appointed President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of our company. On July 22, 2020, David Magna Gonzalez resigned as a director and as an officer of our company. Mr. Gonzalez’s resignation was not the result of a disagreement between Mr. Gonzalez and our company on any matter relating to our company’s operations, policies or practices. On July 22, 2020, Marc Applbaum was appointed as a director to replace David Magna Gonzolez and he was also appointed President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of our company. On September 28, 2020, Marc Applbaum resigned as a director and as an officer of our company. Mr. Applbaums resignation was not the result of a disagreement between Mr. Applbaum and our company on any matter relating to our company’s operations, policies or practices. On September 28, 2020, Aleksander Vucak was appointed as a director to replace Marc Applbaum and he was also appointed President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of our company.
On October 7, 2020, Bionovate Technologies Corp. (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) facilitated between Evergreen Solutions, Ltd, a private Company (“Evergreen”), and Human Data AG, a private Switzerland Company (“Human Data”).
Pursuant to the Share Exchange Agreement, in exchange for the acquisition of all of the outstanding Company shares which Evergreen owns, to wit, 54,270,000 shares (the “Exchange Shares”), the Company will receive 12,500 shares of Digital Diagnostics AG (“Digital”) owned by Human Data, which equates to 25% of the currently issued shares of Digital.
The Share Exchange Agreement contains customary representations and warranties made by the Company, on the one hand, and Evergreen and Human Data on the other hand, made solely for the benefit of the other, which in certain cases are subject to specified exceptions and qualifications contained in the Share Exchange Agreement or in information provided pursuant to certain disclosure schedules to the Share Exchange Agreement.
The share exchange agreement gave the other party 90 days to transfer shares of Digital to Bionovate. Bionovate did not receive these shares yet and does not own any of Digital Diagnostics as of the date of this report.
On December 4, 2020, 13,820,000 shares were canceled by the CEO.
Our corporate address is Gewerbestrasse 10, Cham, Switzerland 6330. We do not have a corporate website.
We do not have any subsidiaries.
We have not been subject to any bankruptcy, receivership, or similar proceeding.
Current Business
Bionovate Technologies Corp. focuses on investments and the marketing of patents and licenses which bring healthcare and lifestyle diagnostics to your smartphone. With strong emphasis on digital transformation, the company intends to build an FDA-approved ecosystem of medical devices, biosensors and mobile applications to turn tests that were previously only done in physical labs into tests that can be carried through by anyone with a mobile device.
Results of Operations
Our operations for the three and nine ended March 31, 2021 and 2020 are outlined below:
Three months ended March 31, 2021 compared to three months ended March 31, 2020.
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Three Months Ended
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March 31,
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Change
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2021
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2020
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Amount
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%
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Revenues
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$
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—
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$
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—
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$
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—
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|
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—
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Operating Expenses
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16,685
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2,748
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13,937
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507
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%
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Total other expense
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14,980
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21,390
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(6,410
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)
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(30)
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%
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Net Loss
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$
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31,665
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$
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24,138
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$
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7,527
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31
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%
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For the three months ended March 31, 2021 and 2020, we had no revenue. Expenses for the three months ended March 31, 2021 totaled $31,665 resulting in a net loss of $31,665 as compared to a net loss of $24,138 for the three months ended March 31, 2020. The increase in net loss for the three months ended March 31, 2021 is a result of an increase in professional fees offset by a decrease in interest expenses.
Nine months ended March 31, 2021 compared to nine months ended March 31, 2020.
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Nine Months Ended
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March 31,
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Change
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2021
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2020
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Amount
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%
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Revenues
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$
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—
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$
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—
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$
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—
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|
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—
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Operating Expenses
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40,995
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27,110
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13,885
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51
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%
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Total other expense
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45,978
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71,973
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(25,995
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)
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(36)
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%
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Net Loss
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$
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86,973
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$
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99,083
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$
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(12,110
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)
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(12)
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%
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For the nine months ended March 31, 2021 and 2020, we had no revenue. Expenses for the nine months ended March 31, 2021 totaled $86,973 resulting in a net loss of $86,973 as compared to a net loss of $99,083 for the nine months ended March 31, 2020. The decrease in net loss for the nine months ended March 31, 2021 is a result of a decrease in interest expense offset by an increase in professional fees.
Liquidity and Capital Resources
The following table provides selected financial data about our company as of March 31, 2021 and June 30, 2020, respectively.
Working Capital
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March 31,
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June 30,
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Change
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2021
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2020
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Amount
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%
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Current Assets
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$
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—
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$
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—
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$
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—
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—
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Current Liabilities
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$
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483,638
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$
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396,665
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86,973
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22
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%
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Working Capital (Deficit)
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$
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(483,638
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)
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$
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(396,665
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)
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$
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(86,973
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)
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22
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%
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Cash Flows
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Nine Months Ended
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|
|
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March 31,
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2021
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2020
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Net Cash Provided by Operating Activities
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$
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—
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$
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—
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Net Cash Provided by Investing Activities
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$
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—
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$
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—
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Net Cash Provided by Financing Activities
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$
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—
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$
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—
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Net Change in Cash During the Period
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$
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—
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$
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—
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On March 31, 2021, our Company’s cash balance was $0 and total assets were $0. On June 30, 2020, our Company’s cash balance was $0 and total assets were $0.
On March 31, 2021, our Company had total liabilities of $483,638, compared with total liabilities of $396,665 as at June 30, 2020.
On March 31, 2021, our Company had working capital deficiency of $483,638 compared with working capital deficiency of $396,665 as at June 30, 2020. The increase in working capital was primarily attributed to an increase in accounts payable and accrued liabilities and due to related party.
Cash Flow from Operating Activities
During the nine months ended March 31, 2021, our Company provided $0 by operating activities, compared to $0 provided by operating activities during the nine months ended March 31, 2020.
Cash Flow from Investing Activities
During the nine months ended March 31, 2021 and 2020, our Company did not have any investing activities.
Cash Flow from Financing Activities
During the nine months ended March 31, 2021 and 2020, our Company did not have any investing activities.
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, and capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
Revenue Recognition
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
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·
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identify the contract with a customer;
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·
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identify the performance obligations in the contract;
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·
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determine the transaction price;
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·
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allocate the transaction price to performance obligations in the contract; and
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·
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recognize revenue as the performance obligation is satisfied.
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Recent Accounting Pronouncements
We have implemented all new accounting pronouncements that are in effect and that may impact our 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 our financial position or results of operations. Our company regularly reviews and analyses the recent accounting pronouncements.
