Quarterly Report (10-q)

Date : 03/27/2019 @ 7:13PM
Source : Edgar (US Regulatory)
Stock : Mirage Energy Corporation (PL) (MRGE)
Quote : 0.0624  -0.0031 (-4.73%) @ 9:47PM

Quarterly Report (10-q)

 

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period ended January 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: 000-55690

 

MIRAGE ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

NEVADA

 

33-1231170

(State or other jurisdiction of incorporation)

 

(IRS Employer Identification No.)

 

900 Isom Rd., Ste. 306, San Antonio, TX

 

78216

(Address of principal executive offices)

 

(Zip Code)

 

(210) 858-3970  

(Issuer’s telephone number, including area code)

 

____________________________________________________________

(Former name, former address and former fiscal year if changed since last report)

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 at least the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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:

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

¨

Emerging growth company

x

 

If an emerging growth company, indicate by 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 by Rule 12b-2 of the Exchange Act.) Yes ¨ No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: March 22, 2019 there were 393,742,660 shares of the Company’s common stock were issued and outstanding.

 

 
 
 
 

MIRAGE ENERGY CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2019

 

TABLE OF CONTENTS

 

 

PAGE

 

PART I - FINANCIAL INFORMATION

 

Item 1.

Unaudited Financial Statements.

 

3

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

15

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

18

 

Item 4.

Controls and Procedures.

 

18

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

19

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

19

 

Item 3.

Defaults Upon Senior Securities.

 

19

 

Item 4.

Mine Safety Disclosures.

 

19

 

Item 5.

Other Information.

 

19

 

Item 6.

Exhibits.

 

19

 

SIGNATURES

 

20

 

 
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PART I – FINANCIAL INFORMATION

 

Item 1. Unaudited Financial Statements .

 

 The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s 10-K for the year ending July 31, 2018 filed with the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending July 31, 2019.

 

 
3
 
 

 

MIRAGE ENERGY CORPORATION

 

INDEX TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

January 31, 2019

 

 

Page

 

Consolidated Balance Sheets as of January 31, 2019 (Unaudited) and July 31, 2018

 

5

 

Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Six Months Ended January 31, 2019 and 2018 (Unaudited)

 

6

 

Consolidated Statements of Cash Flows for the Six Months Ended January 31, 2019 and 2018 (Unaudited)

 

7

 

Notes to the Consolidated Interim Financial Statements (Unaudited)

 

8

 

 
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MIRAGE ENERGY CORPORATION

Consolidated Balance Sheets

 

 

 

January 31,

 

 

July 31,

 

 

 

2019

 

 

2018

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 66,801

 

 

$ 13,480

 

Prepaid expenses

 

 

2,017

 

 

 

2,306

 

Total Current Assets

 

 

68,818

 

 

 

15,786

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

3,821

 

 

 

4,611

 

 

 

 

 

 

 

 

 

 

Other Assets

 

 

 

 

 

 

 

 

Deposits

 

 

6,921

 

 

 

6,921

 

Total Other Assets

 

 

6,921

 

 

 

6,921

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 79,560

 

 

$ 27,318

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Loans payable, related parties

 

$ 48,897

 

 

$ 155,105

 

Accounts payable and accrued liabilities

 

 

618,467

 

 

 

479,964

 

Loan payable

 

 

77,844

 

 

 

77,844

 

Convertible debentures

 

 

2,440,131

 

 

 

257,206

 

Accrued salaries and payroll taxes, related parties

 

 

1,669,230

 

 

 

1,413,176

 

Total Current Liabilities

 

 

4,854,569

 

 

 

2,383,295

 

 

 

 

 

 

 

 

 

 

Long-Term Liabilities

 

 

 

 

 

 

 

 

Loan payable

 

 

50,000

 

 

 

50,000

 

TOTAL LIABILITIES

 

 

4,904,569

 

 

 

2,433,295

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Preferred stock, par value $0.001, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding as of January 31, 2019 and July 31, 2018

 

 

10,000

 

 

 

10,000

 

Common stock, par value $0.001, 900,000,000 shares authorized, 359,320,042 shares issued and outstanding as of January 31, 2019; 342,628,540 shares issued and outstanding as of July 31, 2018

 

 

359,320

 

 

 

342,628

 

Additional paid-in capital

 

 

911,566

 

 

 

580,540

 

Accumulated deficit

 

 

(6,105,795 )

 

 

(3,339,045 )

Accumulated other comprehensive loss

 

 

(100 )

 

 

(100 )

TOTAL STOCKHOLDERS’ (DEFICIT)

 

 

(4,825,009 )

 

 

(2,405,977 )

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

 

$ 79,560

 

 

$ 27,318

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 
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MIRAGE ENERGY CORPORATION

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

January 31,

 

 

January 31,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

$ 222,004

 

 

$ 311,730

 

 

$ 434,681

 

 

$ 539,612

 

Professional fees

 

 

15,387

 

 

 

15,086

 

 

 

54,690

 

 

 

45,568

 

Total Operating Expenses

 

 

237,391

 

 

 

326,816

 

 

 

489,371

 

 

 

585,180

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE OPERATIONS

 

 

(237,391 )

 

 

(326,816 )

 

 

(489,371 )

 

 

(585,180 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

2,122,464

 

 

 

109,652

 

 

 

2,277,379

 

 

 

114,790

 

Total Other Expense

 

 

2,122,464

 

 

 

109,652

 

 

 

2,277,379

 

 

 

114,790

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

 

(2,359,855 )

 

 

(436,468 )

 

 

(2,766,750 )

 

 

(699,970 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

 

(2,359,855 )

 

 

(436,468 )

 

 

(2,766,750 )

 

 

(699,970 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COMPREHENSIVE LOSS

 

$ (2,359,855 )

 

$ (436,468 )

 

$ (2,766,750 )

 

$ (699,970 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss per Common Share

 

$ (0.01 )

 

$ (0.00 )

 

$ (0.01 )

 

$ (0.00 )

Basic and Diluted Weighted Average Common Shares Outstanding

 

 

354,817,868

 

 

 

310,904,153

 

 

 

352,557,635

 

 

 

310,550,977

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 
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MIRAGE ENERGY CORPORATION

Consolidated Statement of Cash Flows

(Unaudited)

 

 

 

Six Months Ended

 

 

 

January 31,

 

 

 

2019

 

 

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net (loss)

 

$ (2,766,750 )

 

$ (699,970 )

Adjustments to reconcile net (loss) to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation expense

 

 

790

 

 

 

790

 

Financing Fees

 

 

16,500

 

 

 

10,000

 

Loss on change in fair value of convertible debt

 

 

1,976,755

 

 

 

65,164

 

Penalty on convertible debt

 

 

267,250

 

 

 

35,500

 

Issuance of stock for services and fees

 

 

-

 

 

 

42,500

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

289

 

 

 

(219 )

Accounts payable

 

 

167,876

 

 

 

135,345

 

Accrued expenses

 

 

2,580

 

 

 

9,155

 

Accrued salaries and payroll taxes, related parties

 

 

256,054

 

 

 

294,250

 

Net cash (used) in operating activities

 

 

(78,656 )

 

 

(107,485 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from loan, related party

 

 

-

 

 

 

27,434

 

Repayment of loan, related party

 

 

(115,023 )

 

 

(18,357 )

Proceeds from sale of common stock

 

 

125,000

 

 

 

-

 

Proceeds from convertible debt

 

 

122,000

 

 

 

127,640

 

Net cash provided by financing activities

 

 

131,977

 

 

 

136,717

 

 

 

 

 

 

 

 

 

 

Net increase in cash

 

 

53,321

 

 

 

29,232

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents - beginning of period

 

 

13,480

 

 

 

11,776

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents - end of period

 

$ 66,801

 

 

$ 41,008

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ 1,113

 

 

$ 2,321

 

Cash payments for income taxes

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Supplemental Non-Cash Activity Disclosures

 

 

 

 

 

 

 

 

Expenses paid by shareholder

 

$ 8,815

 

 

$ 4,173

 

Stock issued for convertible interest

 

$ 5,215

 

 

$ -

 

Stock issued for convertible debt

 

$ 217,503

 

 

$ 88,988

 

Proceeds from sale of convertible debt paid directly to vendor

 

$ 20,000

 

 

$ 28,360

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 
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MIRAGE ENERGY CORPORATION

Notes to the Consolidated Interim Financial Statements

January 31, 2019

(Unaudited)

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Mirage Energy Corporation (formerly Bridgewater Platforms Inc.) (the “Company”) is a Nevada corporation incorporated on May 6, 2014. On May 20, 2014, the Company incorporated a Canadian subsidiary known as Bridgewater Construction Ltd. in Ontario in association with its construction business. Mirage Energy Corporation is based at 900 Isom Rd Suite 306, San Antonio, TX 78216. The Company’s fiscal year end is July 31.

 

NOTE 2 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

 

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. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s 10-K filed with the Securities and Exchange Commission on December 24, 2018.

 

Net Loss Per Share of Common Stock

 

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to convertible debt, stock options and warrants for each year.

 

As of January 31, 2019 and July 31, 2018, the Company has convertible notes with a total base principal of $276,500 and $206,000, respectively, which become convertible in 180 days. There is a potential for 17,489,366 shares if the principal of $276,500 were converted at January 31, 2019. These notes will have a dilutive effect on common stock. The Company has 10,000,000 shares of Mirage’s Series A Preferred Stock which possess 20 votes per share and are convertible into 200,000,000 common shares. As of January 31, 2019 there were 164,062 warrants issued and outstanding which are equal to 164,062 shares which have not been exercised.

 

Basis of Consolidation

 

These financial statements include the accounts of the Company and its wholly owned subsidiaries, 4Ward Resources, Inc., Cenote Energy, S. de R.L. de C.V., WPF Transmission, Inc., and WPF Mexico Pipelines, S. de R.L. de C.V. All material intercompany balances and transactions have been eliminated.

 

 
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Financial Instruments

 

The Company’s notes that have become convertible are subject to ASC Topic 480, “Distinguishing Liabilities from Equity,” as the debt is a mostly fixed amount to be settled with a variable number of shares. 

 

NOTE 3 - GOING CONCERN

 

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had a net loss of $2,766,750 and had net cash used in operations of $78,656 for the six months ended January 31, 2019 and had an accumulated deficit and working capital deficit of $6,105,795 and $4,785,751 at that date. The Company has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company may include, but not be limited to: sales of equity instruments; traditional financing, such as loans; sale of participation interests and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

 

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 
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NOTE 4 - DEBT

 

As of January 31, 2019, the number of shares of common stock that can be issued for convertible debt as per Note 9 - Subsequent Events was in default due to missing the 10-K filing deadline.

 

A summary of debt at January 31, 2019 and July 31, 2018 is as follows: 

 

 

 

Jan. 31,

 

 

July 31,

 

 

 

2019

 

 

2018

 

Notes payables related party, unsecured, interest bearing at 5% rate per annum, on demand

 

$ 48,877

 

 

$ 152,876

 

Note, unsecured interest bearing at 2% per annum, due July 9, 2020

 

 

50,000

 

 

 

50,000

 

Note, unsecured interest bearing at 7.5% per annum, due April 15, 2018. This was an accounts payable bill that was converted to a loan as per Note 7 - Commitments and Contingencies. This note is now in default as of April 16, 2018 and has a default interest of 17.5%.

 

 

77,844

 

 

 

77,844

 

Convertible debenture, unsecured, interest bearing at 12% per annum, issued January 5, 2018 in the amount of $75,000 with an original issue discount of $2,000 and cash proceeds of $73,000, convertible at July 4, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of January 5, 2019. During September 2018, $25,000 of this debt was converted and the Company issued 3,223,726 shares of common stock with a fair value of $49,968 in payment leaving a principal balance of $30,000. This note defaulted in November 2018 and a default penalty of $144,000 was added to the note for a total of $219,000. The convertible note had a net change in fair value of $830,699.

 

 

1,029,437

 

 

 

104,706

 

Convertible debenture, unsecured, interest bearing at 12% per annum, issued February 26, 2018 in the amount of $43,000 with fees of $3,000 and cash proceeds of $40,000, convertible at August 25, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of November 30, 2018. This note defaulted on March 25, 2018 and a default penalty of $21,500 was added to the note for a total of $64,500 and incurred default interest rate of 22%. During August and September 2018, $64,500 of this debt plus $2,580 in interest was converted and the Company issued 8,467,776 shares of common stock with a fair value of $167,534 in payment leaving no balance due. The convertible note had a net change in fair value principal of $103,034 and a net change in fair value accrued interest of $2,077.

 

 

-

 

 

 

64,500

 

Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 12, 2018 in the amount of $32,000 with fees of $2,000, cash proceeds of $28,200 and disbursement of $1,800, convertible at December 9, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of March 30, 2019. As of January 31, 2019, there was a principal balance of $48,000. This note became convertible on December 9, 2018. This note defaulted on November 14, 2018 and a default penalty of $16,000 was added to the note for a total of $48,000 and incurred default interest rate of 22%. The convertible note had a net change in fair value of $190,545.

 

 

238,545

 

 

 

32,000

 

 

 
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Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 12, 2018 in the amount of $18,000 with fees of $0 and cash proceeds of $18,000 which was paid directly to the vendor, convertible at December 9, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of March 30, 2019. This note became convertible on December 9, 2018. This note defaulted on November 14, 2018 and a default penalty of $9,000 was added to the note for a total of $27,000 and incurred default interest rate of 22%. The convertible note had a net change in fair value of $107,182.

 

 

134,182

 

 

 

18,000

 

Convertible debenture, unsecured, interest bearing at 12% per annum,, issued July 10, 2018 in the amount of $38,000 with fees of $3,000 and cash proceeds of $35,000, convertible at January 6, 2019 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of April 30, 2019. This note becomes convertible on January 6, 2019. This note defaulted on November 14, 2018 and a default penalty of $19,000 was added to the note for a total of $57,000 and incurred default interest rate of 22%. The convertible note had a net change in fair value of $226,273.

 

 

283,273

 

 

 

38,000

 

Convertible debenture, unsecured, interest bearing at 12% per annum, issued August 6, 2018 in the amount of $35,000 with fees of $3,000, cash proceeds of $32,000, convertible at February 2, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of May 30, 2019. This note becomes convertible on February 2, 2019. This note defaulted on November 14, 2018 and a default penalty of $17,500 was added to the note for a total of $52,500 and incurred default interest rate of 22%.

 

 

52,500

 

 

 

-

 

Convertible debenture, unsecured, interest bearing at 12% per annum,, issued August 27, 2018 in the amount of $33,000 with fees of $3,000 and cash proceeds of $30,000, convertible at February 23, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of June 15, 2019. This note becomes convertible on February 23, 2019. This note defaulted on November 14, 2018 and a default penalty of $16,500 was added to the note for a total of $49,500 and incurred default interest rate of 22%.

 

 

49,500

 

 

 

-

 

 

 
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Convertible debenture, unsecured, interest bearing at 12% per annum, issued September 20, 2018 in the amount of $33,000 with fees of $3,000 and cash proceeds of $30,000, convertible at March 19, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of July 15, 2019. This note becomes convertible on March 19, 2019. This note defaulted on November 14, 2018 and a default penalty of $16,500 was added to the note for a total of $49,500 and incurred default interest rate of 22%.

 

 

49,500

 

 

 

-

 

Convertible debenture, unsecured, interest bearing at 12% per annum, issued October 25, 2018 in the amount of $10,500 with fees of $500 and cash proceeds of $10,000 which was paid directly to the vendor, convertible at April 23, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of August 15, 2019. This note becomes convertible on April 23, 2019. This note defaulted on November 14, 2018 and a default penalty of $5,250 was added to the note for a total of $15,750 and incurred default interest rate of 22%.

 

 

15,750

 

 

 

-

 

Convertible debenture, unsecured, interest bearing at 10% per annum, issued November 13, 2018 in the aggregate principal amount of $105,000 and total cash proceeds of $90,000 to be funded in three (3) tranches. The principal sum due shall be prorated based on the consideration actually paid. For each tranche paid, the Company will have to provide 164,062 warrant shares for holder to purchase for a total of 492,186 warrants which are equal to 492,186 shares.  During the 2 nd Quarter Ended January 31, 2019, the first tranche of $35,000 was received with fees of $5,000 and cash proceeds of $30,000. The Holder shall have the right at any time to convert all or any part of outstanding and unpaid principal amount. The conversion price is the lessor of lowest traded price and lowest closing bid price with a 45% discount during the previous twenty-five (25) trading day period ending on the last complete trading day prior to the conversion dates, maturity date for first tranche of November 13, 2019. This note defaulted on November 14, 2018 and a default penalty of $17,500 was added to the note for a total of $52,500 and incurred default interest rate of 15%. Also, an additional 25% discount for a total of 70% discount must be factored in the conversion price until this note is no longer outstanding. The Company has not received any notice of default and associated default penalties remain unassessed by Lender. The convertible note has a net change in fair value of $516,944.

 

 

569,444

 

 

 

 

 

Convertible debenture, unsecured, interest bearing at 12% per annum, issued December 28, 2018 in the amount of $12,000 with fees of $2,000 and cash proceeds of $10,000 which was paid directly to the vendor, convertible at June 26, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest closed trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of October 30, 2019. This note becomes convertible on June 26, 2019. This note defaulted on November 14, 2018 and a default penalty of $6,000 was added to the note for a total of $18,000 and incurred default interest rate of 22%.

 

 

18,000

 

 

 

-

 

Loan payable related party, unsecured, non-interest bearing, on demand

 

 

20

 

 

 

2,229

 

Total Debt

 

 

2,616,872

 

 

 

540,155

 

Less: Current Maturities

 

 

2,566,872

 

 

 

490,155

 

 

 

 

 

 

 

 

 

 

Total Long-Term Debt

 

$ 50,000

 

 

$ 50,000

 

 

 
12
 
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NOTE 5 - RELATED PARTY TRANSACTIONS

 

As of January 31, 2019, the CEO and two other members of management and one other employee had earned accrued unpaid salary in the amount of $1,614,000. Accrued salaries of $1,614,000 combined with accrued payroll taxes of $55,230 for a total accrued related party salaries and payroll tax of $1,669,230 for the period from June 2015 until January 31, 2019.

 

Also, Mr. Michael Ward, President was owed $2,229 at July 31, 2018 which has decreased to $20 as of January 31, 2019 resulting from additional expenses paid of $8,815 and repayments of $11,024 during the six months ended January 31, 2019

 

Additionally, White Boy Partnership, LLC, a company owned by the spouse of the CEO, had provided a total loan of $187,600. Repayments of $34,724 were made during the year ended July 31, 2018, which reduced the balance due to $152,876 as of July 31, 2018. Due to additional payments of $103,999 for the period ended January 31, 2019 the balance has decreased to a total loan amount of $48,877.

 

NOTE 6 – LEASES

 

On June 9, 2016, the Company entered into a Lease Agreement for its San Antonio, Texas office lease location. The Lease Period is for three (3) years beginning July 1, 2016. The landlord is holding $6,921 as security and shall be returned at the end of the lease. The Company shall pay as additional rent all other sums of money as shall become due and payable by them under this Lease. To date after thirty-one (31) months of this thirty-six (36) month lease, no such additional charges have been made. The Company has incurred rent expense in the amount of $21,010 and $82,178 for the three month ended January 31, 2019 and the year ended July 31, 2108 respectively. Below is the schedule of base rent for the remaining Lease term as of January 31, 2019.

 

Year

 

Amount

 

2019

 

$ 35,015

 

 

 

 

 

 

Total Remaining Base Rent

 

$ 35,015

 

 

NOTE 7 - COMMITMENTS AND CONTINGENCIES

 

The Company committed to eighteen (18) months of Acquisition of Pipeline Rights of Way to Marcos y Asociados with a total amount of $77,844 which was due April 15, 2018 and not paid as of January 31, 2019. Interest will continue accruing after January 31, 2019 until it is paid.

 

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company’s financial position or results of operations.

 

NOTE 8 – EQUITY

 

On August 28, 2018, Power Up Lending Group Ltd converted principal in the amount of $20,000 of the $43,000 note issued February 26, 2018 that was defaulted to $64,500 for 2,702,703 shares of common stock.

 

On August 31, 2018, Power Up Lending Group Ltd converted principal in the amount of $15,000 of the $43,000 note issued February 26, 2018 that was defaulted to $64,500 for 2,000,000 shares of common stock.

 

On September 5, 2018, Power Up Lending Group Ltd converted principal in the amount of $15,000 of the $43,000 note issued February 26, 2018 that was defaulted to $64,500 for 1,948,052 shares of common stock.

 

On September 10, 2018, Power Up Lending Group Ltd converted the remaining principal in the amount of $14,500 of the $43,000 note issued February 26, 2018 that was defaulted to $64,500 for 1,542,553 shares of common stock along with $2,580 of accrued interest for 274,468 shares of common stock.

 

 
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On September 11, 2018, JSJ Investments, Inc. converted principal in the amount of $25,000 of the $75,000 note issued January 5, 2018 for 3,223,726 shares of common stock.

  

On January 7, 2019, the Company offered and sold Eight Hundred Thousand (800,000) shares of common stock to Robert Soer valued at $0.0250 per share for $20,000.

 

On January 9, 2019, the Company offered and sold One Million (1,000,000) shares of common stock to David Damerjian valued at $0.0250 per share for $25,000.

 

On January 14, 2019, the Company offered and sold Eight Hundred Thousand (800,000) shares of common stock to David Damerjian valued at $0.0250 per share for $20,000.

 

On January 14, 2019, the Company offered and sold Eight Hundred Thousand (800,000) shares of common stock to Henry Lackner valued at $0.0250 per share for $20,000.

 

On January 15, 2019, the Company offered and sold Eight Hundred Thousand (800,000) shares of common stock to Christine Maly valued at $0.0250 per share for $20,000.

 

On January 18, 2019, the Company offered and sold Eight Hundred Thousand (800,000) shares of common stock to Henry Lackner valued at $0.0250 per share for $20,000.

 

NOTE 9 - SUBSEQUENT EVENTS

 

The Company evaluated events occurring subsequent to January 31, 2019, identifying those that are required to be disclosed as follows: 

 

On November 6, 2018, JSJ Investments Inc. (JSJ) attempted to convert the remaining principal in the amount of $30,000 of the $75,000 note issued January 5, 2018 for 3,896,103 shares of common stock along with interest of $6,148 of accrued interest for 798,435 shares of common stock but was rejected. The remaining note balance with interest was subsequently converted on February 12, 2019 for same 4,694,538 shares of common stock. On February 27, 2019, JSJ executed a conversion notice to convert $45,000 of $144,000 penalty that was tacked onto the original note for 2,727,272 shares of common stock.

 

On November 13, 2018, the Company entered into Securities Purchase Agreement with Crown Bridge Partners, LLC (Crown) to issue a convertible note in the aggregate principal amount of $105,000 to be funded in three (3) tranches, with unsecured, interest bearing at 10% per annum and a maturity date of November 13, 2019 for the first tranche in the amount of $35,000. Crown funded a second tranche of $35,000 which we received in February 2019 and in addition the Company will have to provide 164,062 warrant shares for holder to purchase.

 

In February 2019, the Company offered and sold 2,000,000 shares of common stock at $0.025 per share for $50,000 and 4,750,000 shares of common stock at $0.020 per share for $95,000.

 

In February 2019, Power Up Lending Group Ltd. converted the principal amount of the $32,000 note issued June 12, 2018 that was defaulted to $48,000 along with $1,920 of accrued interest for 3,081,482 shares of common stock.

 

In February 2019, Power Up Lending Group Ltd. converted the principal amount of the $38,000 note issued July 10, 2018 that was defaulted to $57,000 along with $2,280 of accrued interest for 3,207,302 shares of common stock.

 

In February 2019, Power Up Lending Group Ltd. converted the principal amount of the $35,000 note issued August 6, 2018 that was defaulted to $52,500 along with $2,100 of accrued interest for 3,689,190 shares of common stock.

 

In March 2019, the Company offered and sold 249,000 shares of common stock at $0.020 per share for $4,980.

 

In March 2019, Power Up Lending Group Ltd. converted the principal $49,500 of the $33,000 note issued August 27, 2018 that was defaulted to $49,500 along with $1,980 of accrued interest for 3,478,380 shares of common stock.

  

In March 2019, JSJ converted the remaining $99,000 of the $144,000 penalty on the $75,000 note issued January 5, 2018 that was defaulted for 6,545,454 shares of common stock.

   

On March 6, 2019, the Company exercised their right to prepay the full principal and accrued interest of the $33,000 note issued September 20, 2018. The total amount paid was $52,692.

 

On March 14, 2019, the Company entered into a Memorandum of Understanding (MOU) which is subject to the payment of a "good will deposit". The funds are due on, or before April 14, 2019. The MOU sets out the terms of the proposed funding and participation in the Concho/Progresso Pipeline and Natural Gas Storage Project. Under the MOU, Mirage proposes to sell 100% of its participation interest in the Project to Organizatiiton Mondiale De development (OMD), a French company, in exchange for its promise to fund the Project's cost. OMD will offer Mirage a five percent (5.0%) carried equity participation interest which will be characterized as Mirage's put option interest in the Project. The closing of the proposed transaction is subject to the execution of definitive documents. In the event the transaction fails to close due to Mirage's fault, Mirage will be required to refund the good will deposit. In the event the transaction fails to close due to OMD, Mirage will be entitled keep a portion of the deposit.

 

 
14
 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-Looking Statements

 

Except for historical information, this report contains certain forward-looking statements. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Current Business” and “Risk Factors” sections in our 10-K for the year ended July 31, 2018, as filed on December 24 , 2018. You should carefully review the risks described in our documents we file from time to time with the Securities and Exchange Commission (“SEC”). You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

 

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

 

All references in this Form 10-Q to the “Company,” “Mirage Energy,” “we,” “us,” or “our” are to Mirage Energy Corporation (formerly Bridgewater Platforms Inc.)

 

Corporate Overview

 

Company’s Plans

 

The Company has proposed to develop an integrated natural gas pipeline system in Texas and Mexico. The purpose of these pipelines will transport and store natural gas in an underground natural gas storage facility, which the Company proposes to permit and develop in northern Mexico. The Company believes that it has made substantial progress toward these goals with its preliminary project engineering designs and high level meetings with representatives of various Mexican regulatory agencies.

 

 
15
 
Table of Contents

 

Discussion and Analysis of Financial Condition and Results of Operations

 

Revenues

 

Three month period ended January 31, 2019

  

For the three (3) month period ended January 31, 2019, we generated no revenue and incurred a net loss of $2,359,855.

 

Our net loss of $2,359,855 for the three (3) month period ended January 31, 2019 was the result of operating expenses of $237,391 and other expense (comprised of interest expense) of $2,122,464. Our operating expenses consisted of $222,004 in general and administrative expenses, and $15,387 in professional fees.

 

Three month period ended January 31, 2018

 

For the three (3) month period ended January 31, 2018, we generated no revenue and incurred a net loss of $436,468.

 

Our net loss of $436,468 for the three (3 month period ended January 31, 2018 was the result of operating expenses of $326,816 and other expense (comprised of interest expense) of $109,652. Our operating expenses consisted of $311,730 in general and administrative expenses, and $15,086 in professional fees.

 

Costs and Expenses

 

Our primary costs going forward are related to travel, professional fees, legal fees, financing fees and salaries and related payroll taxes associated with our proposed pipeline and natural gas storage activities in Mexico.

 

For the three (3) months ended January 31, 2019 and January 31, 2018, total general and administrative expenses were $222,004 and $311,730, respectively.

 

For the three (3) months ended January 31, 2019, we had $222,004 in general and administrative expenses compared to $311,730 in general and administrative expenses for the three (3) months ended January 31, 2018. The $89,726 decrease in general and administrative expenses was primarily the result of spending adjustments of salaries and wages and payroll taxes recorded during the three (3) months ended January 31, 2018 related to administrative expenses.

 

The professional fees for the three (3) months ending January 31, 2019 and January 31, 2018 were $15,387 and $15,086, respectively. The $301 increase was primarily related to increases in auditing fees, net of a reduction of legal fees.

 

The executive compensation for the three (3) months ending January 31, 2019 and January 31, 2018 was $125,250 and $116,500, respectively. No change was due to the same executives employed at the same compensation during both periods.

 

 
16
 
Table of Contents

 

Liquidity and Capital Resources

 

Cash Flows

 

Operating Activities

 

For the six (6) month period ended January 31, 2019, net cash used in operating activities was $78,656. The negative cash flow for the six (6) months ended January 31, 2019 related to our net loss of $2,766,750, an increase in prepaid expenses of $289, an increase of $267,250 in convertible debt due to default, adjusted for $16,500 in financing fees, adjusted for depreciation of $790, a change of $1,976,755 in convertible debt due to fair market value, an increase of $167,876 in accounts payable, an increase of $2,580 in accrued expenses and an increase of $256,054 in accrued salaries and payroll taxes – related parties.

 

For the six (6) month period ended January 31, 2018, net cash used in operating activities was $107,485. The negative cash flow for the six (6) months ended January 31, 2018 related to our net loss of $699,970, an decrease in prepaid expenses of $219, an increase of $35,500 in convertible debt due to default, adjusted for $10,000 in financing fees, adjusted for depreciation of $790, a change of $65,164 in convertible debt due to fair market value, an increase of $42,500 in issuance of stock compensation for services and fees, an increase of $135,345 in accounts payable, an increase of $9,155 in accrued expenses and an increase of $294,250 in accrued salaries and payroll taxes – related parties.

 

Investing Activities

 

For the six (6) months ended January 31, 2019 net cash used in investing activities was nil.

 

For the six (6) months ended January 31, 2018 net cash used in investing activities was nil.

 

Financing Activities

 

For the six (6) months ended January 31, 2019, net cash provided from financing activities was $131,977. The positive cash flow from financing activities for such period was comprised of proceeds from sale of common stock, and proceeds from convertible debentures.

 

For the six (6) months ended January 31, 2018, net cash provided from financing activities was $136,717. The positive cash flow from financing activities for such period was comprised of a net increase in loans payable from related parties and proceeds from convertible debentures.

 

Liquidity

 

To date, we have funded our operations primarily with capital provided and loans provided by related parties, accruing of salaries and accounts payable. We do not currently have commitments in regards to fixed costs.

 

As of January 31, 2019, Mirage Energy Corporation had $66,801 in cash on hand and prepaid expenses of $2,017. Since Mirage Energy Corporation was unable to reasonably project its future revenue, it must presume that it will not generate any revenue during the next twelve (12) to twenty-four (24) months. We therefore will need to obtain additional debt or equity funding in the next two (2) – three (3) months, but there can be no assurances that such funding will be available to us in sufficient amounts or on reasonable terms.

 

The Company’s audited financial statements for the year ended July 31, 2018 contain a “going concern” qualification. As discussed in Note 3 of the Notes to Financial Statements, the Company has incurred losses and has not demonstrated the ability to generate cash flows from operations to satisfy its liabilities and sustain operations. Because of these conditions, our independent auditors have raised substantial doubt about our ability to continue as a going concern.

 

 
17
 
Table of Contents

 

Our financial objective is to make sure the Company has the cash and debt capacity to fund on-going operating activities, investments and growth. We intend to fund future capital needs through our current cash position, additional credit facilities, future operating cash flow and debt or equity financing. We are continually evaluating these options to make sure we have capital resources to meet our needs.

 

Existing capital resources are insufficient to support continuing operations of the Company over the next 12 months.

 

Management makes no assurances that adequate capital resources will be available to support continuing operations over the next 12 months. Management plans to pursue additional capital funding through multiple sources.

 

For the year ended July 31, 2018, the Company has funded operations with debt of $279,000 from convertible notes and proceeds of $40,100 from related party loans while making loan repayments of $95,398. The Company plans to raise additional funds through various sources to support ongoing operations throughout fiscal year 2019.

 

While no assurances can be given regarding the achievement of future results as actual results may differ materially, management anticipates adequate capital resources to support continuing operations over the next 12 months through the combination of infused capital through exercised warrants, infused capital through non-public private placement and existing cash reserves.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

As a “smaller reporting Company”, we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures.

 

Management’s Report on Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

 

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report due to our limited member of officers and members of the Board of Directors.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended January 31, 2019, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 
18
 
Table of Contents

 

PART II-OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There are no material legal proceedings pending against the Company to the knowledge of management.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

In January 2019, the Company offered and sold 5,000,000 shares of restricted common stock at $0.025 per share for $125,000.

 

The Shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were in each case offered, sold and issued in reliance upon the exemption from registration provided by Section 4 (a) (2) of the Securities Act, as a transaction by an issuer not involving a public offering, and Rule 506 of Regulation D promulgated thereunder.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

The Company’s repeated failures to timely file its SEC reports have triggered defaults on our convertible promissory notes which will subject the Company to financial penalties. See Financial Statement Footnote 4.

 

ITEM 6. EXHIBITS

 

31.1

 

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1

 

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101

 

The following financial information from our Quarterly Report on Form 10-Q for the quarter ended January 31, 2017 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) Condensed Notes to Interim Consolidated Financial Statements

 

 
19
 
Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Date: March 27, 2019

 

Mirage Energy Corporation

(Registrant)

 

By:

/s/ Michael R. Ward /s/ Michael R. Ward

 

Michael R. Ward

 

Michael R. Ward

 

Chief Executive Officer

(Principal Executive Officer)

 

Chief Financial Officer

(Principal Accounting Officer)

 

 

20

 

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