UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the Quarterly Period ended April 30, 2020

 

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 ☒    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 ☒    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

 

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 ☒

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: July 27, 2020 there were 462,230,684 shares of the Company’s common stock were issued and outstanding.

 

 

 

 

 

MIRAGE ENERGY CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2020

 

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.

20

 

Item 4.

Mine Safety Disclosures.

20

 

Item 5.

Other Information.

20

 

Item 6.

Exhibits.

20

 

SIGNATURES

21

 

 
2

 

 

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, 2019 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, 2020.

 

 
3

Table of Contents

 

MIRAGE ENERGY CORPORATION

 

INDEX TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

April 30, 2020

 

 

Page

 

Consolidated Balance Sheets as of April 30, 2020 (Unaudited) and July 31, 2019

5

 

Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Nine Months Ended April 30, 2020 and 2019 (Unaudited)

6

 

Consolidated Statement of Stockholders’ (Deficit) for the Nine Months Ended April 30, 2019 and 2020

7-8

 

Consolidated Statements of Cash Flows for the Nine Months Ended April 30, 2020 and 2019 (Unaudited)

9

 

Notes to the Consolidated Interim Financial Statements (Unaudited)

10

 

4

Table of Contents

 

MIRAGE ENERGY CORPORATION

Consolidated Balance Sheets

 

 

 

April 30,

 

 

July 31,

 

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 75,306

 

 

$ 70,456

 

Prepaid expenses

 

 

8,338

 

 

 

1,760

 

Total Current Assets

 

 

83,644

 

 

 

72,216

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

1,844

 

 

 

3,030

 

 

 

 

 

 

 

 

 

 

Other Assets

 

 

 

 

 

 

 

 

Deposits

 

 

6,921

 

 

 

6,921

 

Total Other Assets

 

 

6,921

 

 

 

6,921

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 92,409

 

 

$ 82,167

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 859,490

 

 

$ 660,352

 

Loan payable

 

 

127,844

 

 

 

127,844

 

Convertible debentures, net of unamortized discount

 

 

1,553,637

 

 

 

580,754

 

Accrued salaries and payroll taxes, related parties

 

 

1,782,792

 

 

 

1,861,936

 

Total Current Liabilities

 

 

4,323,763

 

 

 

3,230,886

 

 

 

 

 

 

 

 

 

 

Long-Term Liabilities

 

 

 

 

 

 

 

 

Loan payable

 

 

822

 

 

 

1,063

 

TOTAL LIABILITIES

 

 

4,324,585

 

 

 

3,231,949

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Preferred stock, par value $0.001, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding as of April 30, 2020 and July 31, 2019

 

 

10,000

 

 

 

10,000

 

Common stock, par value $0.001, 900,000,000 shares authorized, 428,806,640 shares issued and outstanding as of April 30, 2020; 342,628,540 shares issued and outstanding as of July 31, 2019

 

 

428,806

 

 

 

406,886

 

Additional paid-in capital

 

 

3,735,446

 

 

 

2,986,180

 

Accumulated deficit

 

 

(8,406,328 )

 

 

(6,552,748 )

Accumulated other comprehensive loss

 

 

(100 )

 

 

(100 )

TOTAL STOCKHOLDERS’ (DEFICIT)

 

 

(4,232,176 )

 

 

(3,149,782 )

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

 

$ 92,409

 

 

$ 82,167

 

 

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

 

5

Table of Contents

 

MIRAGE ENERGY CORPORATION

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

April 30,

 

 

April 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

$ 235,056

 

 

$ 220,655

 

 

$ 721,014

 

 

$ 655,336

 

Professional fees

 

 

13,717

 

 

 

24,907

 

 

 

69,563

 

 

 

79,597

 

Total Operating Expenses

 

 

248,773

 

 

 

245,562

 

 

 

790,577

 

 

 

734,933

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE OPERATIONS

 

 

(248,773 )

 

 

(245,562 )

 

 

(790,577 )

 

 

(734,933 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSE (INCOME)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

26,586

 

 

 

39,557

 

 

 

69,630

 

 

 

37,036

 

Change in fair value of convertible debt

 

 

69,392

 

 

 

(953,852 )

 

 

678,739

 

 

 

1,058,798

 

Penalty on convertible debt

 

 

314,633

 

 

 

-

 

 

 

314,634

 

 

 

267,250

 

Total Other Expense (Income)

 

 

410,611

 

 

 

(914,295 )

 

 

1,063,003

 

 

 

1,363,084

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

(659,384 )

 

 

668,733

 

 

 

(1,853,580 )

 

 

(2,098,017 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

 

(659,384 )

 

 

668,733

 

 

 

(1,853,580 )

 

 

(2,098,017 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COMPREHENSIVE INCOME (LOSS)

 

$ (659,384 )

 

$ 668,733

 

 

$ (1,853,580 )

 

$ (2,098,017 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Income (Loss) per Common Share

 

$ 0.00

 

 

$ 0.00

 

 

$ (0.00 )

 

$ (0.01 )

Weighted Average Common Shares Outstanding, Basic

 

 

423,375,776

 

 

 

367,662,091

 

 

 

418,864,811

 

 

 

363,104,279

 

Diluted Income (Loss) per Common Share

 

$ 0.00

 

 

$ 0.00

 

 

$ (0.00 )

 

$ (0.01 )

Weighted Average Common Shares Outstanding, Diluted

 

 

423,375,776

 

 

 

369,364,648

 

 

 

418,864,811

 

 

 

363,104,279

 

 

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

 

6

Table of Contents

 

MIRAGE ENERGY CORPORATION

Statement of Stockholders’ (Deficit)

(Unaudited)

 

For the Nine Months Ended April 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Common Stock

 

 

Preferred Stock

 

 

Additional

 

 

 

 

Other

 

 

Total

 

 

 

Number

of Shares

 

 

Amount

 

 

Number of Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Accumulated

(Deficit)

 

 

Comprehensive

Loss

 

 

Stockholders’

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - July 31, 2018

 

 

342,628,540

 

 

$ 342,628

 

 

 

10,000,000

 

 

$ 10,000

 

 

$ 580,540

 

 

$ (3,339,045 )

 

$ (100 )

 

$ (2,405,977 )

Common shares issued for conversion of debt and interest

 

 

11,691,502

 

 

 

11,692

 

 

 

-

 

 

 

-

 

 

 

211,026

 

 

 

-

 

 

 

-

 

 

 

222,718

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(406,896 )

 

 

-

 

 

 

(406,896 )

Balance - October 31, 2018

 

 

354,320,042

 

 

$ 354,320

 

 

 

10,000,000

 

 

$ 10,000

 

 

$ 791,566

 

 

$ (3,745,941 )

 

$ (100 )

 

$ (2,590,155 )

Sale of common stock

 

 

5,000,000

 

 

 

5,000

 

 

 

-

 

 

 

-

 

 

 

120,000

 

 

 

-

 

 

 

-

 

 

 

125,000

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,359,854 )

 

 

-

 

 

 

(2,359,855 )

Balance – January 31, 2019

 

 

359,320,042

 

 

$ 359,320

 

 

 

10,000,000

 

 

$ 10,000

 

 

$ 911,566

 

 

$ (6,105,795 )

 

$ (100 )

 

$ (4,825,009 )

Sale of common stock

 

 

7,665,667

 

 

 

7,666

 

 

 

-

 

 

 

-

 

 

 

162,314

 

 

 

-

 

 

 

-

 

 

 

169,980

 

Common shares issued for conversion of debt and interest

 

 

27,423,618

 

 

 

27,423

 

 

 

-

 

 

 

-

 

 

 

1,091,477

 

 

 

-

 

 

 

-

 

 

 

1,118,900

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

668,732

 

 

 

-

 

 

 

668,732

 

Balance – April 30, 2019

 

 

394,409,327

 

 

$ 394,409

 

 

 

10,000,000

 

 

$ 10,000

 

 

$ 2,165,357

 

 

$ (5,437,063 )

 

$ (100 )

 

$ (2,867,397 )

 

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

 

7

Table of Contents

 

For the Nine Months Ended April 30, 2020

 

 

 

Common Stock

 

 

Preferred Stock

 

 

Additional

 

 

Accumulated

 

 

Accumulated

Other

 

 

Total

 

 

 

Number

of Shares

 

 

Amount

 

 

Number of Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Earnings

(Deficit)

 

 

Comprehensive

Loss

 

 

Stockholders’

(Deficit)

 

Balance - July 31, 2019

 

 

406,886,489

 

 

$ 406,886

 

 

 

10,000,000

 

 

$ 10,000

 

 

$ 2,986,180

 

 

$ (6,552,748

)

 

$ (100 )

 

$ (3,149,782

)

Common shares issued for conversion of debt and interest

 

 

4,830,016

 

 

 

4,830

 

 

 

-

 

 

 

-

 

 

 

347,761

 

 

 

-

 

 

 

-

 

 

 

352,591

 

Sale of common stock

 

 

2,000,000

 

 

 

2,000

 

 

 

-

 

 

 

-

 

 

 

78,000

 

 

 

-

 

 

 

-

 

 

 

80,000

 

Common stock warrants issued and valued

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,595

 

 

 

-

 

 

 

-

 

 

 

6,595

 

Common shares issued for exercise of warrants

 

 

3,696,973

 

 

 

3,697

 

 

 

-

 

 

 

-

 

 

 

(3,697

)

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(427,157

)

 

 

-

 

 

 

(427,157

Balance - October 31, 2019

 

 

417,413,478

 

 

$ 417,413

 

 

 

10,000,000

 

 

$ 10,000

 

 

$ 3,414,839

 

 

$ (6,979,905

 

$ (100 )

 

$ (3,137,753

)

Sale of common stock

 

 

4,200,000

 

 

 

4,200

 

 

 

-

 

 

 

-

 

 

 

142,800

 

 

 

-

 

 

 

-

 

 

 

147,000

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(767,039

 

 

-

 

 

 

(767,039

Balance - January 31, 2020

 

 

421,613,478

 

 

$ 421,613

 

 

 

10,000,000

 

 

$ 10,000

 

 

$ 3,557,639

 

 

$ (7,746,944

 

$ (100 )

 

$ (3,757,792

Sale of common stock

 

 

3,083,334

 

 

 

3,084

 

 

 

-

 

 

 

-

 

 

 

181,916

 

 

 

-

 

 

 

-

 

 

 

185,000

 

Common shares issued for exercise of warrants

 

 

4,109,828

 

 

 

4,109

 

 

 

-

 

 

 

-

 

 

 

(4,109

)

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(659,384

 

 

-

 

 

 

(659,384

)

Balance – April 30, 2020

 

 

428,806,640

 

 

$ 428,806

 

 

 

10,000,000

 

 

$ 10,000

 

 

$ 3,735,447

 

 

$ (8,406,328

 

$ (100 )

 

$ (4,232,176

)

 

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

 

8

Table of Contents

 

MIRAGE ENERGY CORPORATION

Consolidated Statement of Cash Flows

(Unaudited)

 

 

 

Nine Months Ended

 

 

 

April 30,

 

 

 

2020

 

 

2019

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net (loss)

 

$ (1,853,580 )

 

$ (2,098,017 )

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

 

 

 

 

 

 

 

 

Depreciation expense

 

 

1,186

 

 

 

1,186

 

Financing Fees

 

 

35,947

 

 

 

21,500

 

Loss on change in fair value of convertible debt

 

 

678,739

 

 

 

1,058,798

 

Penalty on convertible debt

 

 

314,634

 

 

 

267,250

 

Expenses paid by shareholder

 

 

16,611

 

 

 

15,296

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

(6,578 )

 

 

(474 )

Accounts payable and accrued expenses

 

 

204,146

 

 

 

174,725

 

Accrued salaries and payroll taxes, related parties

 

 

(79,144 )

 

 

383,662

 

Net cash (used) in operating activities

 

 

(688,039 )

 

 

(176,074 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from loan, related party

 

 

1,000

 

 

 

-

 

Repayment of loan, related party

 

 

(17,611 )

 

 

(185,697 )

Repayment of loan, convertible note

 

 

-

 

 

 

(65,250 )

Proceeds from sale of common stock

 

 

412,000

 

 

 

294,980

 

Proceeds from convertible debt

 

 

297,500

 

 

 

152,000

 

Net cash provided by financing activities

 

 

692,889

 

 

 

196,033

 

 

 

 

 

 

 

 

 

 

Net increase in cash

 

 

4,850

 

 

 

19,959

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents - beginning of period

 

 

70,456

 

 

 

13,480

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents - end of period

 

$ 75,306

 

 

$ 33,439

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ 1,199

 

 

$ 25,344

 

Cash payments for income taxes

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Supplemental Non-Cash Activity Disclosures

 

 

 

 

 

 

 

 

Stock issued for convertible debt and interest

 

$ 352,591

 

 

$ 1,341,619

 

Proceeds from sale of convertible debt paid directly to vendor

 

$ -

 

 

$ 20,000

 

Stock exercised for common stock warrants

 

$ 7,806

 

 

 

-

 

 

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

 

9

Table of Contents

 

MIRAGE ENERGY CORPORATION

Notes to the Consolidated Interim Financial Statements

April 30, 2020

(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 February 24, 2020.

 

In February 2016, the FASB issued guidance regarding the accounting for leases on “Leases” (ASC 842). The Company will adopt ASC 842 effective August 1, 2020 after electing to defer one year as an Emerging Growth Company which requires lessees to recognize right-of-use (“ROU”) assets and liabilities for leases with lease terms of more than twelve months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The term of the existing lease on the office premises ends June 30, 2022. Refer to Note 6 below for further information on this lease.

 

Net Income (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 income (loss) per share is computed by dividing net income (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. In the period of net loss, diluted EPS calculation is not deemed necessary as the effect would be anti-dilutive.

 

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As of April 30, 2020 and July 31, 2019, the Company has convertible notes with a total base principal of $532,500 and $53,000, respectively, which become convertible in 180 days. There is a potential for 14,608,566 shares if the principal of $532,500 were converted at April 30, 2020. These notes will have a dilutive effect on common stock for the three months ended April 30, 2020. 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 April 30, 2020, the Company has one common stock purchase warrant open and it has not been exercised. For each warrant, there are 164,062 warrant shares issued and outstanding which upon exercise could potentially be 4,353,221 common stock shares. 

 

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.

 

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 $1,853,580 and had net cash used in operations of $688,039 for the nine months ended April 30, 2020 and had an accumulated deficit and working capital deficit of $8,406,328 and $4,240,119 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 April 30, 2020, the number of shares of common stock that can be issued for convertible debt as per Note 9 - Subsequent Events are 25,749,044. The other notes that were convertible at April 30, 2020 have not been converted. For the nine months ended April 30, 2020, there was a $678,739 loss on change in fair value of convertible debt.

 

A summary of debt at April 30, 2020 and July 31, 2019 is as follows:

 

 

 

Apr. 30,

 

 

July 31,

 

 

 

2020

 

 

2019

 

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 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 in the year ended July 31, 2018, 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 $25,111.

 

 

52,111

 

 

 

54,702

 

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 3rd Quarter ended April 30, 2019, the second 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 first and second tranche for a total of $52,500 and incurred default interest rate of 15% for each. 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 received a notice of default dated May 23, 2019. During the 4th Quarter ended July 31, 2019, $71,000 of the first tranche plus $5,250 in interest was converted and the Company issued 5,543,830 shares of common stock with a fair value of $401,538. During the conversion on Crown’s first tranche, $1,000 penalty was added on the first conversion date of 05/24/19 and a duplicate $17,500 penalty was converted by the final conversion date 07/31/19. During the 1st Quarter ended October 31, 2019, the third and final tranche of $35,000 was received with fees of $5,000 and cash proceeds of $30,000. Also, $53,000 of the second tranche plus $5,250 in interest was converted on August 16, 2019 and the Company issued 4,830,016 shares of common stock with a fair value of $320,813. The first two tranches of the convertible note had a net change in fair value of $595,852. The third tranche was convertible on January 27, 2020. A default penalty of $17,500 was added to the note for a total of $56,500.  The convertible note had a net change in fair value of $61,738.

 

 

114,238

 

 

 

339,552

 

Convertible debenture, unsecured, interest bearing at 12% per annum, issued May 1, 2019 in the amount of $103,500 with fees of $3,500, cash proceeds of $100,000, convertible at October 28, 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 February 28, 2020. This note was convertible on October 28, 2019. The note defaulted on November 16, 2019 and a default penalty of $51,750 was added to the note and incurred default interest rate of 22%. The convertible note had a net change in fair value of $167,888.

 

 

323,138

 

 

 

103,500

 

 

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Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 27, 2019 in the amount of $83,000 with fees of $3,000, cash proceeds of $80,000, convertible at December 24, 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 April 15, 2020. This note was convertible on December 24, 2019. The note defaulted on November 16, 2019 and a default penalty of $41,500 was added to the note and incurred default interest rate of 22%. The convertible note had a net change in fair value of $134,635.

 

 

259,134

 

 

 

83,000

 

Convertible debenture, unsecured, interest bearing at 12% per annum, issued August 12, 2019 in the amount of $73,000 with fees of $3,000, cash proceeds of $70,000, convertible at February 8, 2020 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, 2020. This note was convertible on February 8, 2020. The note defaulted on November 16, 2019 and a default penalty of $36,500 was added to the note and incurred default interest rate of 22%. The convertible note had a net change in fair value of $118,414.

 

 

227,914

 

 

 

-

 

Convertible debenture, unsecured, interest bearing at 12% per annum, issued September 24, 2019 in the amount of $55,000 with fees of $3,000, cash proceeds of $52,000, convertible at March 22, 2020 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, 2020. This note became convertible on March 22, 2020. The convertible note had a net change in fair value of $59,477.

 

 

114,477

 

 

 

-

 

Convertible debenture, unsecured, interest bearing at 8% per annum, issued September 12, 2019 in the amount of $82,500 with fees of $9,500 and cash proceeds of $73,000, convertible at March 10, 2020 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 conversion date; maturity date of July 12, 2020. This note was convertible on March 10, 2020. The note defaulted on November 16, 2019 and a default penalty of $83,692 was added to the note and incurred default interest rate of 24%.  The convertible note had a net change in fair value of $65,945.

 

 

232,137

 

 

 

-

 

Convertible debenture, unsecured, interest bearing at 8% per annum, issued September 12, 2019 in the amount of $82,500 with fees of $9,500 and cash proceeds of $73,000, convertible at March 10, 2020 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 conversion date; maturity date of July 12, 2020. This note was convertible on March 10, 2020. The note defaulted on November 16, 2019 and a default penalty of $83,692 was added to the note and incurred default interest rate of 24%.  The convertible note had a net change in fair value of $65,945.

 

 

232,137

 

 

 

-

 

Remaining unpaid portion due AT&T regarding cell phone installments

 

 

822

 

 

 

1,063

 

Total Debt

 

 

1,683,952

 

 

 

709,661

 

Less: Current Maturities

 

 

1,683,130

 

 

 

708,598

 

Total Long-Term Debt

 

$

822

 

 

$

1,063

 

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

As of April 30, 2020, the CEO and two other members of management and one other employee had earned accrued unpaid salary in the amount of $1,717,275. Accrued salaries of $1,717,275 combined with accrued payroll taxes of $65,517 for a total accrued related party salaries and payroll tax of $1,782,792 for the period from June 2015 until April 30, 2020.

 

Also, Mr. Michael Ward, President, provided $1,000 directly to the Company with an additional $16,611 owed for monies outlaid on behalf of the Company for a total loan amount of $17,611 which was netted for $17,611 in payments received leaving a net due Mr. Ward of $0 at April 30, 2020. During the year ended July 31, 2019, Mr. Ward had a previous balance due of $2,229 with an additional $24,898 of expenses paid which increased the total amount due to $27,127 less repayments of $27,127.

 

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 was for three (3) years beginning July 1, 2016. On July 1, 2019, the Company entered into a First Amendment to Lease Agreement at same location. The landlord continues to hold $6,921 as security which is to be returned at the end of the new lease. The new Lease Period is three (3) years beginning July 1, 2019. 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 seven (7) 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 $63,679 and $83,974 for the nine months ended April 30, 2020 and for the year ended July 31, 2019, respectively. Below is the schedule of rent for the remaining Lease term as of April 30, 2020.

 

Year Ending

 

Amount

 

July 31, 2020

 

$ 14,151

 

July 31, 2021

 

 

84,906

 

July 31, 2022

 

 

84,906

 

 

 

 

 

 

Total Remaining Base Rent

 

$ 183,963

 

 

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 April 30, 2020. Interest will continue accruing after April 30, 2020 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.

 

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NOTE 8 - EQUITY

 

During the nine months ended April 30, 2020, the Company issued 4,830,016 shares of common stock for conversion of convertible notes on August 16, 2019 totaling $58,250 with a fair value of $320,813 for the debt and a fair value of $31,778 for the interest totaling $352,591.

 

Also, the Company issued a total of 7,806,801 shares of common stock as a cashless exercise of common stock warrants. On October 16, 2019 and February 10, 2020, Crown Bridge Partners, LLC exercised the right to purchase 3,696,973 and 4,109,828 shares of common stock, respectively, per the Common Stock Warrants that were issued with the November 13, 2018 note.

 

On August 5, 2019, Crown Bridge Partners, LLC funded a third tranche of $35,000 and in which the Company will have to provide 164,062 warrant shares for holder to purchase.

 

For the nine months ended April 30, 2020, the Company sold 9,283,334 shares of common stock to investors for cash proceeds of $412,000.

 

NOTE 9 - SUBSEQUENT EVENTS

 

The Company evaluated events occurring subsequent to April 30, 2020, identifying those that are required to be disclosed as follows: 

 

In December 2019, a novel coronavirus disease (“COVID-19”) was reported and in January 2020, the World Health Organization (“WHO”) declared it a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. While the Company did not incur significant disruptions to its operations during the first quarter of 2020 from COVID-19, it is unable at this time to predict the impact that COVID-19 will have on its business, financial position and operating results in future periods due to numerous uncertainties and is closely monitoring the impact of the pandemic on all aspects of its business. Beginning April 1, 2020, it became more difficult to schedule business trips to Mexico for the purpose of continuing our efforts to complete final documentation for our Mexican projects as certain portions of the government were not available at all times due to the COVID-19.

 

In May 2020, Power Up Lending Group Ltd. converted the principal amount of the $103,500 note issued May 1, 2019 that was defaulted to $155,250 along with $6,210 of accrued interest for 5,919,247 shares of common stock.

 

In June 2020, the Company offered and sold 7,675,000 shares of common stock at $0.04 per share for $307,000.

 

In June 2020, Power Up Lending Group Ltd. converted the principal amount of the $83,000 note issued June 27, 2019 that was defaulted to $124,500 along with $14,767 of accrued interest for 5,936,367 shares of common stock.

 

In July 2020, Jefferson Street Capital LLC converted the principal amount of the $82,500 note issued September 18, 2019 that was defaulted to $166,192 along with $27,861 of accrued interest for 8,018,722 shares of common stock.

 

In July 2020, Crown Bridge Partners, LLC converted the principal amount of the $35,000 note issued November 13, 2018 that was defaulted to $52,500 along with $3,500 accrued interest and $500 in fees for 3,165,266 shares of common stock.

 

In July 2020, Power Up Lending Group Ltd. converted the principal amount of the $73,000 note issued August 12, 2019 that was defaulted to $109,500 along with $12,935 of accrued interest for 1,774,519 shares of common stock.

 

In July 2020, Power Up Lending Group Ltd. converted the principal amount of the $55,000 note issued September 24, 2019 for 934,923 shares of common stock.

 

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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, 2019, as filed on February 24, 2020. 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.

 

On June 11, 2020, the Company received a financing Term Sheet from Bluebell International, LLC (BBI) for $4 Billion plus an interest reserve and payment of Closing Costs. The equity would split with Mirage owning 25% after closing. Mirage would have no payment obligation regarding any of the $4 Billion loan. Mirage would be responsible for construction and after construction management.

 

The Projects which will be initially developed include:

 

 

·

Mirage 1 - Burgos Hub Storage & Gas Pipeline (natural gas)

 

 

“Brasil Field” is the gas storage facility

“Concho Line” “Progreso Line” “Progreso Crossing” “Storage Line” (pipeline running from Corpus Christi, TX to the Brasil Field storage facility)

 

 

·

Mirage 2 - 48-inch Pipeline Rehabilitation (natural gas)

 

 

Pipeline running from Reynosa, Mexico to Nuevo

 

 

·

Mirage 3 - 30-inch and 48-inch Pipeline Rehabilitation (crude oil)

 

 

Bi-directional transport of crude oil across the Tehuantepec Isthmus of Mexico     

 

BBI is completing its Due Diligence activities prior to a Final Closing.

 

Discussion and Analysis of Financial Condition and Results of Operations

 

Revenues

 

Three month period ended April 30, 2020

 

For the three (3) month period ended April 30, 2020, we generated no revenue and incurred a net loss of $659,384.

 

Our net loss of $659,384 for the three (3) month period ended April 30, 2020 was the result of operating expenses of $248,773, interest expense of $26,586, fair market value interest expense of $69,392 and penalty on convertible debt of $314,633. Our operating expenses consisted of $235,056 in general and administrative expenses and $13,717 in professional fees.

 

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Three month period ended April 30, 2019

 

For the three (3) month period ended April 30, 2019, we generated no revenue and incurred a net income of $668,733.

 

Our net income of $668,733 for the three (3) month period ended April 30, 2019 was the result of operating expenses of $245,562, interest expense of $39,557 and reduction of prior fair market value interest expense of $953,852. Our operating expenses consisted of $220,655 in general and administrative expenses, and $24,907 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.

 

Three month period ended April 30, 2020 and 2019

 

For the three (3) months ended April 30, 2020, we had $235,056 in general and administrative expenses compared to $220,655 in general and administrative expenses for the three (3) months ended April 30, 2019. The $14,401 increase in general and administrative expenses was primarily the result of an increase in travel and entertainment, increase in telephone and decrease in payroll during the three (3) months ended April 30, 2020.

 

The professional fees for the three (3) months ending April 30, 2020 and April 30, 2019 were $13,717 and $24,907, respectively. The $11,190 decrease was primarily related to decrease in audit.

 

The executive compensation for the three (3) months ending April 30, 2020 and April 30, 2019 was $92,000 and $116,500, respectively. The difference was due to a decrease in salaries because an executive left as of the year ended July 31, 2019.

 

Nine month period ended April 30, 2020 and 2019

 

For the nine (9) months ended April 30, 2020, we had $721,014 in general and administrative expenses compared to $655,336 in general and administrative expenses for the nine (9) months ended April 30, 2019. The $65,678 increase in general and administrative expenses was primarily a result of an increase in travel and entertainment, an increase in telephone, an increase in financing fees, an increase in consulting fees and a decrease in executive compensation during the nine (9) months ended April 30, 2020.

 

The professional fees for the nine (9) months ending April 30, 2020 and April 30, 2019 were $69,563 and $79,597, respectively. The $10,034 decrease was primarily related to an increase for audit fees, a decrease in legal fees and a decrease in tax preparation fees.

 

The executive compensation for the nine (9) months ending April 30, 2020 and April 30, 2019 was $276,000 and $349,500, respectively. The difference was due to a decrease in salaries because an executive left as of the year ended July 31, 2019.

 

Cash Flows

 

Operating Activities

 

For the nine (9) month period ended April 30, 2020, net cash used in operating activities was $688,039. The negative cash flow for the nine (9) months ended April 30, 2020 related to our net loss of $1,853,580, an increase in prepaid expenses of $6,578, an increase of $314,634 in convertible debt due to default, an increase of $16,611 in expenses paid by shareholder, adjusted for $35,947 in financing fees, adjusted for depreciation of $1,186, a change of $678,739 in convertible debt due to fair market value, an increase of $204,146 in accounts payable and accrued expenses and an decrease of $79,144 in accrued salaries and payroll taxes – related parties.

 

For the nine (9) month period ended April 30, 2019, net cash used in operating activities was $176,074. The negative cash flow for the nine (9) months ended April 30, 2019 related to our net loss of $2,098,017, an increase in prepaid expenses of $474, an increase of $267,250 in convertible debt due to default, an increase of $15,296 in expenses paid by shareholder, adjusted for $21,500 in financing fees, adjusted for depreciation of $1,186, a change of $1,058,798 in convertible debt due to fair market value, an increase of $174,725 in accounts payable and accrued expenses and an increase of $383,662 in accrued salaries and payroll taxes – related parties.

 

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Investing Activities

 

For the nine (9) months ended April 30, 2020 net cash used in investing activities was nil.

 

For the nine (9) months ended April 30, 2019 net cash used in investing activities was nil.

 

Financing Activities

 

For the nine (9) months ended April 30, 2020, net cash provided by financing activities was $692,889. 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 nine (9) months ended April 30, 2019, net cash provided by financing activities was $196,033. The positive cash flow from financing activities for such period was comprised of proceeds from sale of common stock, 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 regarding fixed costs.

 

As of April 30, 2020, Mirage Energy Corporation had $75,306 in cash on hand and prepaid expenses of $8,338. 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, 2019 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.

 

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.

 

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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, 2019, the Company has funded operations with debt of $329,500 from convertible notes, proceeds from sale of $325,978 in common stock, while making loan repayments of $180,003 to related party and $83,250 to convertible notes. The Company plans to raise additional funds through various sources to support ongoing operations during 2019 and 2020.

 

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 April 30, 2020, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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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

 

During the quarter ending October 31, 2019, the Company sold 2,000,000 shares of common stock to nine (9) accredited investors for cash proceeds of $80,000.

 

During the quarter ending January 31, 2020, the Company sold 4,200,000 shares of common stock to investors for cash proceeds of $147,000. 

 

During the quarter ending April 30, 2020, the Company sold 3,083,334 shares of common stock to investors for cash proceeds of $185,000. 

 

In June 2020, the Company offered and sold 7,675,000 shares of common stock at $0.04 per share for $307,000.

 

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, Rule 506 of Regulation D promulgated thereunder and Regulation S.

 

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

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 April 30, 2020 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

 

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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: August 3, 2020

 

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)

 

 

21

 

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