UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10–Q
 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended
October 31, 2019
or
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________ to ________________
 
Commission file number: 000-55233
 
iMine Corporation
(Exact name of registrant as specified in its charter)
 
Nevada
 
27-3816969
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
8520 Allison Point Blvd Ste. 223 #87928
Indianapolis, Indiana 46250
(Address of principal executive offices)
 
877-464-6388
(Registrant’s telephone number, including area code)
 
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. Yes
x
    No
¨
 
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). Yes
x
No
¨
 
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
¨
Non-accelerated filer
x
Smaller reporting company
x
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 
x
No
¨
 
Securities registered pursuant to Section 12(b) of the Act: None
 
As of February 19, 2020, there were 79,792,286 shares of the issuer’s common stock, par value $0.001 per share, outstanding.
 
 
 
 
 
 
 
iMINE CORPORATION
 
 
 
Page No.
 
 
4
 
4
 
5
 
6
 
7
 
8
 
13
 
15
 
15
 
 
16
 
 
2
 
 
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, 2019, 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.
 
 
3
 
 
 
iMINE CORPORATION
(Unaudited)
 
 
 
October 31,
 
 
July 31,
 
 
 
2019
 
 
2019
 
ASSETS
Current Assets
 
 
 
 
 
 
Cash and cash equivalents
 
$ 1,625
 
 
$ 1,850
 
Total Current Assets
 
 
1,625
 
 
 
1,850
 
 
 
 
 
 
 
 
 
 
TOTAL ASSETS
 
$ 1,625
 
 
$ 1,850
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
$ 63,570
 
 
$ 59,582
 
Due to a related party
 
 
164,706
 
 
 
164,706
 
Convertible notes payable - related party
 
 
441,702
 
 
 
371,089
 
Liabilities from discontinued operation
 
 
19,500
 
 
 
19,500
 
Total Current Liabilities
 
 
689,478
 
 
 
614,877
 
 
 
 
 
 
 
 
 
 
TOTAL LIABILITIES
 
 
689,478
 
 
 
614,877
 
 
 
 
 
 
 
 
 
 
Stockholders' Deficit
 
 
 
 
 
 
 
 
Common stock: 300,000,000 authorized; $0.001 par value
 
 
 
 
 
 
 
 
79,792,286 shares issued and outstanding as of October 31, 2019 and July 31, 2019
 
 
79,792
 
 
 
79,792
 
Additional paid in capital
 
 
11,660,263
 
 
 
11,660,263
 
Accumulated deficit
 
 
(12,427,908 )
 
 
(12,353,082 )
Total Stockholders' Deficit
 
 
(687,853 )
 
 
(613,027 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$ 1,625
 
 
$ 1,850
 
 
The accompanying notes are an integral part of these consolidated financial statements. 
 
 
4
 
 
iMINE CORPORATION
(Unaudited)
 
 
 
Three Months Ended
 
 
 
October 31,
 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Revenue
 
$ -
 
 
$ -
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
General and administrative
 
 
225
 
 
 
378
 
Professional fees
 
 
3,988
 
 
 
22,697
 
Total operating expenses
 
 
4,213
 
 
 
23,075
 
 
 
 
 
 
 
 
 
 
Net loss from operations
 
 
(4,213 )
 
 
(23,075 )
 
 
 
 
 
 
 
 
 
Other income and expense
 
 
 
 
 
 
 
 
Interest and accretion on convertible notes
 
 
(70,613 )
 
 
(64,155 )
Total other expense
 
 
(70,613 )
 
 
(64,155 )
 
 
 
 
 
 
 
 
 
Loss before income taxes
 
 
(74,826 )
 
 
(87,230 )
Provision for income taxes
 
 
-
 
 
 
-
 
Net loss from continuing operations
 
 
(74,826 )
 
 
(87,230 )
 
 
 
 
 
 
 
 
 
Loss from discontinued operations, net of tax
 
 
-
 
 
 
(37,270 )
 
 
 
 
 
 
 
 
 
Net loss
 
$
(74,826
)
 
$
(124,500
)
 
 
 
 
 
 
 
 
 
Basic and diluted loss per common share
 
 
 
 
 
 
 
 
Continuing operations
 
$ (0.00 )
 
$ (0.00 )
Discontinued operations
 
 
-
 
 
 
(0.00 )
Net loss
 
$ (0.00 )
 
$ (0.00 )
Basic weighted average number of common shares outstanding
 
 
79,792,286
 
 
 
79,398,264
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
5
 
 
 
iMINE CORPORATION
(Unaudited)
 
 
 
 
 
 
 
 
 
Additional
 
 
 
 
 
Total
 
 
 
Common Stock
 
 
Paid in
 
 
Accumulated
 
 
Stockholders'
 
 
 
Number of Shares
 
 
Amount
 
 
Capital
 
 
Deficit
 
 
Deficit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance - July 31, 2019
 
 
79,792,286
 
 
$ 79,792
 
 
$ 11,660,263
 
 
$ (12,353,082 )
 
$ (613,027 )
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
 
-
 
 
 
-
 
 
 
-
 
 
 
(74,826 )
 
 
(74,826 )
Balance - October 31, 2019
 
 
79,792,286
 
 
$ 79,792
 
 
$ 11,660,263
 
 
$ (12,427,908 )
 
$ (687,853 )
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance - July 31, 2018
 
 
78,542,286
 
 
$ 78,542
 
 
$ 11,365,925
 
 
$ (11,335,439 )
 
$ 109,028
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock-based compensation
 
 
1,250,000
 
 
 
1,250
 
 
 
223,750
 
 
 
-
 
 
 
225,000
 
Net loss
 
 
-
 
 
 
-
 
 
 
-
 
 
 
(124,500 )
 
 
(124,500 )
Balance - October 31, 2018
 
 
79,792,286
 
 
$ 79,792
 
 
$ 11,589,675
 
 
$ (11,459,939 )
 
$ 209,528
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
6
 
 
 
Consolidated Statements of Cash Flows
(Unaudited)
 
 
 
Three Months Ended
 
 
 
October 31,
 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
Net loss
 
$ (74,826 )
 
$ (124,500 )
Net loss from discontinued operations
 
 
-
 
 
 
(37,270 )
Net loss from continuing operations
 
 
(74,826 )
 
 
(87,230 )
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
 
 
 
Accrued interest and accretion on convertible notes
 
 
70,613
 
 
 
58,430
 
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
 
3,988
 
 
 
5,197
 
Net cash used in operation activities – continuing operations
 
 
(225 )
 
 
(23,603 )
Net cash used in operation activities – discontinued operations
 
 
-
 
 
 
(18,520 )
Net cash used in operating activities
 
 
(225 )
 
 
(42,123 )
 
 
 
 
 
 
 
 
 
Net change in cash
 
 
(225 )
 
 
(42,123 )
Cash, beginning of period
 
 
1,850
 
 
 
53,971
 
Cash, end of period
 
$ 1,625
 
 
$ 11,848
 
 
 
 
 
 
 
 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
 
Cash paid for interest
 
$ -
 
 
$ -
 
Cash paid for taxes
 
$ -
 
 
$ -
 
 
The accompanying notes are an integral part of these consolidated financial statements. 
 
 
7
 
 
 
iMINE CORPORATION
 
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
 
iMine Corporation (the “Company”) is a Nevada corporation incorporated on October 26, 2010 under the name Oconn Industries. The Company’s name was changed to Oconn Industries Corp. on February 16, 2012, to Diamante Minerals, Inc. on April 1, 2014, and to iMine Corporation on March 20, 2018. The change of name to iMine Corporation was effected through the merger of the Company’s wholly-owned subsidiary, iMine Corporation, a Nevada corporation, into the Company. The Company has one subsidiary, iMine Corporation, an Indiana corporation, which is inactive.
 
During 2018, the Company was engaged in the development of the business of selling computer equipment which can be used for the mining of cryptocurrency. As a result of the decline in the price of cryptocurrency, which made the purchase of its equipment uneconomical, the Company has discontinued that business, which is reflected as a discontinued operation, and the value of the prepaid inventory, which was the only asset of the discontinued operation at July 31, 2019, was fully reserved against. The Company is not engaged in any business activities and is looking to engage in another business, either through an acquisition of an existing business or by engaging a management team to develop a new business. The Company does not have any agreement to acquire any company or to bring on a management team to commence new business activities. The Company cannot give assurance that it will be successful in attracting either an acquisition candidate or a new management team. Any business the Company may acquire may be an operating business or a business with no history of earnings that is seeking to develop its business. Because of the Company’s financial condition and the market for and market price of its common stock, the Company does not believe that it would be an attractive candidate for a profitable business that is looking to go public through a reverse acquisition.
 
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, 2019 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, 2019 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.
 
Principles 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 the accompanying consolidated financial statements in conformity with US 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.
 
 
 
8
 
 
Reclassification
 
Certain reclassifications have been made to the prior year financial statements to conform to the current period presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.
 
Fair Value of Financial Instruments
 
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, 2019, measured at fair value on a recurring basis:
 
 
 
October 31,
2019
 
 
Quoted
Prices in
Active Markets
(Level 1)
 
 
Significant
Other
Observable
Inputs
(Level 2)
 
 
Significant
Unobservable
Inputs
(Level3)
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash
 
$ 1,625
 
 
$ 1,625
 
 
$ -
 
 
$ -
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Convertible notes payable
 
 
441,702
 
 
 
-
 
 
 
441,702
 
 
 
-
 
 
Revenue Recognition
 
The Company recognizes revenue in accordance with Topic 606, which requires the Company to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. The Company has not realized any revenues from operations, and is not currently engaged in any active business.
 
Stock-based expenses
 
The Company accounts for stock-based compensation arrangements with employees, nonemployee directors and consultants using a fair value method, which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options, on a straight-line basis over the requisite service period in the Company’s consolidated statements of operations. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant.
 
Income Taxes
 
The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.
 
ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
 
 
9
 
 
Concentrations of Credit Risk
 
The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and related party payables it will likely incur in the near future. The Company places its cash with financial institutions of high credit worthiness. At times, its cash balance with a particular financial institution may exceed any applicable government insurance limits. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
 
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. As of October 31, 2019, there were 25,000,000 common stock equivalents outstanding, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive.
 
Recent Accounting Pronouncements
 
The Company has implemented all new pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations.
 
NOTE 3 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the three months ended October 31, 2019, the Company incurred a net loss of $74,826. As of October 31, 2019, the Company had an accumulated deficit of $12,427,908 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, 2020. 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 mature 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 – DISCONTINUED OPERATION
 
The change of the business qualified as a discontinued operation of the Company (Note 1). In conjunction with the discontinued operations, the Company has excluded results of discontinued operations from its consolidated statements of operations to classify that business as discontinued operations in all periods presented. The liabilities of the discontinued operations were presented separately under the captions “Liabilities from discontinued operation” in the accompanying consolidated balance sheets at October 31, 2019 and July 31, 2019.
 
 
10
 
    
The following table shows the results of operations which are included in the loss from discontinued operations:
 
 
 
Three Months Ended
 
 
 
October 31,
 
 
 
2019
 
 
2018
 
Operating expenses
 
 
 
 
 
 
General and administrative
 
$ -
 
 
$ 18,520
 
Stock-based compensation
 
 
-
 
 
 
18,750
 
Operating loss
 
 
-
 
 
 
37,270
 
Income tax provision
 
 
-
 
 
 
-
 
Loss from discontinued operations, net of tax
 
$ -
 
 
$ 37,270
 
 
The following table summarizes the carrying amounts of the net liabilities from discontinued operations as of October 31, 2019 and July 31, 2019, respectively.
 
 
 
October 31,
 
 
July 31,
 
 
 
2019
 
 
2019
 
Liabilities from discontinued operations
 
 
 
 
 
 
Advance from customer
 
$ 19,500
 
 
$ 19,500
 
 
NOTE 5 - RELATED PARTY TRANSACTIONS
 
On March 19, 2018, the Company entered into a one-year employment agreement with the former chief executive officer, who was also the sole director, pursuant to which the Company issued to him 17,500,000 shares of common stock, valued at $980,000, and agreed to pay him $164,706 to cover the federal income tax on the value of the stock and the tax payment. The shares are fully vested. As of October 31, 2019 and July 31, 2019, $164,706 was reflected as an amount due to related parties.
 
In 2018, the Company issued convertible notes in the principal amount of $500,000 to an unrelated party who, in August 2019, became the Company’s sole officer and director (see Note 6). As a result of the investor becoming the Company’s sole officer and director, these notes were reclassified as convertible notes – related party.
 
NOTE 6 – CONVERTIBLE NOTES – RELATED PARTY
 
At October 31, 2019 and July 31, 2019, convertible note consisted of the following:
 
 
 
October 31,
 
 
July 31,
 
 
 
2019
 
 
2019
 
Convertible promissory notes issued
 
$ 500,000
 
 
$ 500,000
 
Less discount
 
 
(97,867 )
 
 
(162,179 )
Total convertible note
 
 
402,133
 
 
 
337,821
 
Accrued interest
 
 
39,569
 
 
 
33,268
 
Liability component
 
$ 441,702
 
 
$ 371,089
 
 
Pursuant to a note purchase agreement dated March 20, 2018 between the Company and a then 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. The notes are convertible into common stock of the Company at $0.02 per share. The Company agreed to grant the lender a security interest in equipment which was purchased from the proceeds of the notes. The equipment was not been delivered to the Company. The Company is in default of its obligation to grant the lender a security interest in the inventory. The lender was appointed as a director, chief executive officer, chief financial officer, president and secretary of the Company subsequently on August 14, 2019.
 
Interest of 5% is payable annually until the settlement date. No interest was paid during the three months ended October 31, 2019.
 
 
11
 
  
NOTE 7 - 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.
 
Issuance of Common Stock
 
During the three months ended October 31, 2019, there were no issuance of common stock. During the three months ended October 31, 2018, the Company issued 1,250,000 shares, to a consultant for consulting services of $225,000.
 
As of October 31, 2019 and July 31, 2019, the Company had no options and warrants outstanding.
 
NOTE 8 – SUBSEQUENT EVENT
 
Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of October 31, 2019 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
 
 
12
 
 
 
Overview
 
Prior to March 16, 2018, we were engaged in the development of mining assets. We never generated any revenue from this business and as of April 30, 2018, all of the assets associated with the mining business were fully reserved against and have no value. On March 16, 2018, we had a change in management, with the resignation of our sole director and chief executive officer and our chief financial officer, and the appointment of a new director and chief executive officer, who became our sole executive officer. With the change of management, we changed our business to developing the business of designing and selling computer equipment which can be used for the mining of cryptocurrency. In April 2019, our sole director and officer resigned and we discontinued the business of designing and selling computer equipment for the cryptocurrency business, from which we did not generate any revenue. On August 14, 2019, the then sole officer and director resigned and Jose Maria Eduardo Gonzalez Romero was elected as our sole officer and director. At the time, Mr. Romero was our largest creditor, having invested $500,000 for the purchase of our 5% convertible notes, which mature on various dates in 2020. We are now in the process of looking for a new business, either through an acquisition or commencing new business activities. Although we have had discussions with potential acquisition candidates, as of the date of this report, we have not signed any agreement, letter of intent or memorandum of understanding with respect to any potential acquisition, and we cannot assure you that we will be able to make any acquisition. Because of our financial condition, the low price and lack of liquidity of our stock, and our stock being traded on the OTC Pink, it is not likely that we will be able to acquire any company other than a company without a history of earnings. In such event, we will need to raise a significant amount of funds. We have no assurance that financing will be available to us on acceptable, if any, terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing would result in additional dilution to existing stockholders.
 
During the period from March through June 2018, we raised $500,000 from the sale of our convertible notes in the principal amount of $500,000 to Mr. Romero, who, at the time, was not a related party. The proceeds of these notes were used to purchase inventory and for working capital purposes, including expenses relating to our status as a public company. Pursuant to the loan agreement, we were to give Mr. Romero a security interest in this equipment. The equipment was never delivered to us in the United States and we did not grant Mr. Romero a security interest in the inventory, which was a beach of our agreement. The value of the inventory was written down to zero. We anticipate that in connection with any acquisition or financing, we will pay the principal and interest on the notes to Mr. Romero. The need to make this payment may affect our ability to make an acquisition or, if we can make an acquisition, the terms of the acquisition.
 
Results of Operations
 
Three Months Ended October 31, 2019 and 2018
 
For the three months ended October 31, 2019, we incurred operating expenses of $4,213, primarily professional fees, resulting in a loss from operations of $4,213. Other expenses consisted of interest and accretion on convertible notes of $70,613, resulting in a net loss of $74,826, or ($0.00) per share (basic and diluted). We did not have any loss from discontinued operations for the three months ended October 31, 2019
 
For the three months ended October 31, 2018, we incurred operating expenses of $23,075, primarily professional fees, resulting in a loss from operations of $23,075. Other expenses consisted of interest and accretion on convertible notes of $64,155, resulting in a net loss from continuing operations of $87,230, or ($0.00) per share (basic and diluted). Our loss from discontinued operations, net of tax, was $37,270, or $(0.00) per share (basic and diluted). Our net loss for the period was $124,500, or ($0.00) per share (basic and diluted).
 
Liquidity and Capital Resources
 
The following summarizes our change in working capital from July 31, 2019 to October 31, 2019:
 
 
 
October 31,
2019
 
 
July 31,
2019
 
 
Change
 
 
% Change
 
Current assets
 
$ 1,625
 
 
$ 1,850
 
 
$ (225 )
 
 
(12.2 )%
Current liabilities
 
 
689,478
 
 
 
614,877
 
 
 
74,601
 
 
 
12.1 %
Working capital (deficiency)
 
$ (687,853 )
 
$ (613,027 )
 
 
(74,826 )
 
(12.2
)%
 
The following table summarizes our cash flow for the three months ended October 31, 2019 and 2018:
 
 
 
Three months ended
October 31,
 
 
 
2019
 
 
2018
 
Cash flow used in operating activities
 
$ (225 )
 
$ (42,123 )
Net changes in cash
 
 
(225 )
 
 
(42,123 )
 
For the three months ended October 31, 2019 and 2018, we did not have any cash flow from investing or financing activities or non-cash transactions.
   
 
13
 
 
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, 2019, we incurred a net loss of $74,826. As of October 31, 2019, we had an accumulated deficit of $12,427,908, we had earned no revenues since inception and we were not engaged in an active business. In order to continue as a going concern, we 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 our capital expenditures, working capital and other cash requirements for the year ended July 31, 2020. However, until we engage in an active business or makes an acquisition, we are likely to be unable to raise any significant debt or equity financing. 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 any 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 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.
 
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.
 
Revenue Recognition
 
We recognize revenues in accordance with Topic 606, which requires us to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services. We recognize revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. We have not realized any revenues from operations, and are not currently engaged in any active business.
 
Stock-based expenses
 
In accordance with ASC 718 “Compensation – Stock Compensation” we account for stock-based compensation arrangements with employees, nonemployee directors and consultants using a fair value method, which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options, on a straight-line basis over the requisite service period in the Company’s consolidated statements of operations. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant.
 
Income Taxes
 
We provide for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.
 
ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
 
Concentrations of Credit Risk
 
Our financial instruments that are exposed to concentrations of credit risk primarily consist of cash and related party payables we will likely incur in the near future. We place our cash with financial institutions of high credit worthiness. At times, our cash balance with a particular financial institution may exceed any applicable government insurance limits. Our management plans to assess the financial strength and credit worthiness of any parties to which we extend funds, and as such, we believe that any associated credit risk exposures are limited.
 
Net Loss per Share of Common Stock
 
We calculate net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional shares of common stock were dilutive. Diluted earnings per share excludes all dilutive potential shares if their effect is anti-dilutive.
 
 
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Recent Accounting Pronouncements
 
We have implemented all new pronouncements that are in effect and that may impact our consolidated financial statements and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial statements or results of operations.
 
 
Not Applicable.
 
 
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) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of October 31, 2019, 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 such positions on March 16, 2018 and who is our only employee and who does not work for us on a full-time basis. 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 employee being our chief executive and financial officer and sole director and our limited internal audit function, our disclosure controls were not effective as of July 31, 2019, such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 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, 2019, 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 employee 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 October 31, 2019, 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.
 
 
15
 
 
 
 
Exhibits
 
Exhibit
Number
 
Description of Exhibits
 
 
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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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
 
Dated: February 26, 2020
/s/ Jose Maria Eduardo Gonzalez Romero
 
Jose Maria Eduardo Gonzalez Romero
 
Chief Executive Officer and Chief Financial Officer
 
 
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