UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the quarterly period ended |
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or | |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the transition period from ____________ to ________________ |
Commission file number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
| Emerging growth company | ||
If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of February 17, 2022, there were
iMINE CORPORATION
Form 10-Q
January 31, 2022
TABLE OF CONTENTS
| 2 |
| Table of Contents |
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended July 31, 2021, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q, and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
All references in this Form 10-Q to the “Company,” “iMine,” “we,” “us,” “our” and words of like import relate to are to iMine Corporation and its subsidiary, which is inactive.
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| Table of Contents |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
iMINE CORPORATION
Consolidated Balance Sheets
(Unaudited)
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ASSETS |
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Current Assets |
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Cash |
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Prepaid expenses |
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Total Current Assets |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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Due to related parties |
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Convertible notes payable - related party |
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Liabilities from discontinued operation |
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Total Current Liabilities |
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TOTAL LIABILITIES |
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Stockholders’ Deficit |
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Common stock: |
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Additional paid in capital |
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Common stock to be issued |
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Accumulated deficit |
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Total Stockholders’ Deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 4 |
| Table of Contents |
iMINE CORPORATION
Consolidated Statements of Operations
(Unaudited)
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Revenue |
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Operating expenses |
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General and administrative |
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Professional fees |
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Total operating expenses |
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Loss from operations |
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Other income and expense |
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Other income |
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Interest expense |
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Total other income (expense) |
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Income (loss) before income taxes |
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Provision for income taxes |
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Net income (loss) |
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Basic and diluted income (loss) per share of common stock |
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Basic weighted average number of common shares outstanding |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 5 |
| Table of Contents |
iMINE CORPORATION
Consolidated Statements of Changes inStockholders’ Equity (Deficit)
(Unaudited)
For the Three and Six months ended January 31, 2022
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| Accumulated Deficit |
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Balance - July 31, 2021 |
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Extinguishment due to former related party |
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Cancellation of common stock |
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Net loss |
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Balance - October 31, 2021 |
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Common stock issued for conversion of debt |
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Common stock issued for compensation |
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Net income |
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Balance - January 31, 2022 |
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For the Three and Six months ended January 31, 2021
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| Total |
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Balance – July 31, 2020 |
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Net loss |
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Balance – October 31, 2020 |
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Net loss |
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Balance – January 31, 2021 |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 6 |
| Table of Contents |
iMINE CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income (loss) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Release of liabilities |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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Accounts payable and accrued liabilities |
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Due to related parties |
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Net cash used in operating activities |
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Net change in cash |
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Cash, beginning of period |
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Cash, end of period |
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Supplemental cash flow information |
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Cash paid for interest |
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Cash paid for taxes |
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Non-cash transactions: |
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Cancellation of common stock |
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Extinguishment of due to former related party |
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Common stock issued for conversion of debt |
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Common stock issued for compensation |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 7 |
| Table of Contents |
iMINE CORPORATION
Notes to Unaudited Consolidated Financial Statements
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
iMine Corporation (the “Company”) is an inactive Nevada corporation incorporated on October 26, 2010. The Company has one subsidiary, iMine Corporation, an Indiana corporation, which was administratively dissolved on June 5, 2021.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Presentation of Interim Information
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 consolidated financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Use of Estimates
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).
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| Table of Contents |
The following table summarizes fair value measurements by level at January 31, 2022 and July 31, 2021, measured at fair value on a recurring basis:
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Assets: |
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Cash |
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Liabilities: |
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None |
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Total |
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Assets: |
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Cash |
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Liabilities: |
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Convertible notes payable - related party |
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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, 2022, and 2021, there were approximately
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 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, 2022, the Company incurred net cash used in operating activities of $180. As of January 31, 2022, the Company had an accumulated deficit of $12,796,708 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.
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| Table of Contents |
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 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
During the six months ended January 31, 2022 and 2021, our shareholders paid operating expenses of $
The following table sets forth the amounts due to related parties at January 31, 2022 and July 31, 2021:
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| July 31, |
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| 2022 |
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| 2021 |
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Due to former chief executive officer pursuant to executive employment agreement |
| $ |
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| $ | 164,706 |
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Due to shareholders |
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| $ |
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NOTE 5 - CONVERTIBLE NOTES - RELATED PARTY
At January 31, 2022 and July 31, 2021, the convertible note consisted of the following:
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| 2021 |
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Convertible promissory notes issued |
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Less discount |
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Total convertible note |
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Accrued interest |
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Liability component |
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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 $
| 10 |
| Table of Contents |
During the six months ended January 31, 2022, the Company issued
NOTE 6 - OTHER INCOME
Other income for the three and six months ended January 31, 2022 amounted to $
Authorized Common Stock
The Company has authorized
During the six months ended January 31, 2022,
During the six months ended January 31, 2022, the Company issued
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There were
As of January 31, 2022 and July 31, 2021, the Company had no options and warrants outstanding.
Management has evaluated subsequent events through the date which the consolidated financial statements are available to be issued. All subsequent events requiring recognition as of January 31, 2022 have been incorporated into these consolidated financial statements and there are no additional subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
| 11 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
In April 2019 we discontinued our prior crypto currency mining business. 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 limited financial condition, the low price and lack of liquidity of our stock, and our stock being quoted on OTC Pink, we believe it is unlikely that we will be able to acquire any company other than a company without a history of earnings. In such event, we would likely 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.
In 2018 we purchased certain equipment for $500,000 borrowed from Mr. Romero. 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. Four pallets of equipment have been shipped from Taiwan and are expected to arrive in the U.S. next quarter. 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 $500,000 loan along with accrued interest into shares of the company at $.02 per share and we issued additional shares to him for his service as the CEO under his previous employment agreement. The total number of shares issued to Mr. Romero for his note conversion and compensation was 35,189,100.
Results of Operations
Three Months Ended January 31, 2022 and 2021
For the three months ended January 31, 2022, we incurred operating loss of $11,575, primarily professional fees, resulting in an loss from operations of $11,575. Other income consisted of release of liability of $19,500 and reverse professional fees of $49,500, resulting in a net income of $57,425, or $0.00 per share (basic and diluted). 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 expense of $15,123, resulting in a net loss of $19,063 or ($0.00) per share (basic and diluted).
Six Months Ended January 31, 2022 and 2021
For the six months ended January 31, 2022, we incurred operating loss of $33,709, primarily professional fees, resulting in an loss from operations of $33,709. Other income consisted of release of liability of $19,500 and reverse professional fees of $49,500, and interest expense of $15,123, resulting in a net income of $20,168, or $0.00 per share (basic and diluted). 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 expense of $30,246, resulting in a net loss of $38,126 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 January 31, 2022:
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| January 31, |
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| July 31, |
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| 2022 |
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| 2021 |
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| Change |
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| % |
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Current assets |
| $ | 4,744 |
|
| $ | 665 |
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| $ | 4,079 |
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| 613 | % |
Current liabilities |
| $ | 132,909 |
|
| $ | 957,486 |
|
| $ | (824,577 | ) |
| (86 | %) | |
Working capital deficiency |
| $ | (128,165 | ) |
| $ | (956,821 | ) |
| $ | 828,656 |
|
| (87 | %) | |
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The decrease in working capital deficiency is primarily due to an extinguishment of amounts payable to related parties and conversion of debt.
The following table summarizes our cash flow for the six months ended January 31, 2022 and 2021:
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| Six Months Ended |
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| January 31, |
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| 2022 |
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| 2021 |
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| Change |
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Cash used in operating activities |
| $ | (180 | ) |
| $ | (180 | ) |
| $ | - |
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Cash on hand |
| $ | 485 |
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| $ | 845 |
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| $ | (360 | ) |
The cash flow used in operating activities for the six months ended January 31, 2022, reflects our net income of $20,168. This amount was decreased by release of liabilities of $69,000, increased by accrued interest on convertible notes of $15,123 and amounts due to related parties of $56,625. It was decreased by prepaid expenses of $4,259 and accounts payable and accrued liabilities of $18,837. The cash flow used in operating activities for the six months ended January 31, 2021 reflects our net loss of $38,126. This amount was decreased by accrued interest on convertible notes of $30,246 and by amounts due to related parties of $19,500. It was increased by accounts payable and accrued liabilities of $6,800 and prepaid expenses of $5,000.
For the six months ended January 31, 2022 and 2021, we did not have any cash flow from investing or financing activities.
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, 2022, we incurred net cash used in operating activities of $180. As of January 31, 2022, we had an accumulated deficit of $12,796,708, 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. Our ability to begin operations in a 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we have elected not to provide the disclosure required by this item.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”), as defined by Rules 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of January 31, 2022, the end of the period covered by this quarterly report on Form 10-Q. The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our chief executive officer and chief financial officer, which positions are held by the same person who assumed both positions on August 14, 2019, and who is our only executive officer. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our chief executive officer and chief financial officer, concluded that, due to the inadequacy of our internal controls over financial reporting, our sole principal being our chief executive and financial officer and sole director, and our limited internal audit function, our disclosure controls were not effective as of January 31, 2022, such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the president and treasurer, as appropriate, to allow timely decisions regarding disclosure.
Changes in Internal Control over Financial Reporting
As reported in our annual report on Form 10-K for the year ended July 31, 2021, management has determined that our internal controls contain material weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel and excessive reliance on third party consultants for accounting, financial reporting and related activities. The lack of any separation of duties, with the same person, who is our only principal who serves as both chief executive officer and chief financial officer, who is our sole director, and who does not have an accounting background and serves on a part-time basis, makes it unlikely that we will be able to implement effective internal controls over financial reporting in the near future.
During the period ended January 31, 2022, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
On April 8, 2021, we filed a lawsuit against the former CEO, Daniel Tsai, claiming breach of his fiduciary duty and gross misconduct. On September 30, 2021 we received a default judgement against Mr. Tsai by which his employment contract with the Company was rescinded, his 17,500,000 shares were cancelled, and we were relieved of payment to Mr. Tsai for his potential tax obligation in connection with the issuance of the shares to him. Further, the Court ruled that 1,200,000 shares issued by the Company to a friend of Mr. Tsai’s were issued without consideration, and the Company cancelled the shares.
Item 6. Exhibits.
Exhibits
Exhibit Number |
| Description of Exhibits |
| Section 302 Certificate of Chief Executive Officer and Principal Financial Officer. | |
| Section 906 Certificate of Chief Executive Officer and Principal Financial Officer. | |
101.INS |
| XBRL Instance Document |
101.SCH |
| XBRL Taxonomy Schema Document |
101.CAL |
| XBRL Taxonomy Calculation Linkbase Document |
101.DEF |
| XBRL Taxonomy Definition Linkbase Document |
101.LAB |
| XBRL Taxonomy Label Linkbase Document |
101.PRE |
| XBRL Taxonomy Presentation Linkbase Document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| IMINE CORPORATION | ||
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Dated: March 14, 2022 | /s/ Jose Maria Eduardo Gonzalez Romero | ||
| Jose Maria Eduardo Gonzalez Romero | ||
| Chief Executive Officer and Chief Financial Officer | ||
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