Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Rivex Technology Corp., unless otherwise indicated.
General Overview
We were incorporated under the laws of the State of Nevada on September 9, 2014, to engage in the development and sale of mobile games for the Apple and Android platforms.
On October 4, 2018, as a result of a private transaction, the control block of voting stock of our company, represented by 5,000,000 shares of common stock, was transferred from Adrian Dario Rivera Tchernikov to Sungrow Ventures Limited, resulting in a change of control.
Upon the change of control of our company, our sole existing director and officer resigned immediately. Accordingly, Adrian Dario Rivera Tchernikov, serving as director and President, Treasurer and Secretary, ceased to be our company’s director and officer. At the effective date of the change of control, Gabriel Dollente Diamaandal, was appointed director, Chief Executive Officer, President, Treasurer and Secretary of our company.
Our company is currently evaluating its future strategic business plans.
Our address principal executive office is located at Rua da Moeda 19, Evora, Portugal 7000-513. We do not have any subsidiaries.
We do not have a corporate website.
We have generated minimal revenues and have limited cash on hand. We have sustained losses since inception and have relied upon loans from directors and officers and the sale of our securities for funding. We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.
Our Current Business
We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge. We have not yet begun negotiations or entered into any definitive agreements for potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.
Any new acquisition or business opportunities that we may acquire will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.
Management of our company believes that there are benefits to being a reporting company with a class of securities quoted on the OTCQB, such as: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) potentially improved trading efficiency; (v) potential stockholder liquidity; (vi) potentially greater ease in raising capital subsequent to an acquisition; (vii) potential compensation of key employees through stock awards or options; (viii) potentially enhanced corporate image; and (ix) a presence in the United States’ capital market.
We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is anticipated that our sole officer and two directors will continue to manage the Company.
As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K.
We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce, or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.
Currently, we do not have a source of revenue. We are not able to fund our cash requirements through our current operations. We have been reliant on loans by affiliated and non-affiliated parties to provide financial contributions and services to keep our company operating. Further, we believe that our company may have difficulties raising capital from other sources until we locate a prospective merger candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.
Results of Operations
The following summary of our operations should be read in conjunction with our unaudited financial statements for the six months ended September 30, 2019 and 2018.
Three months ended September 30, 2019 compared to three months ended September 30, 2018.
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Three Months
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Three Months
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Ended
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Ended
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September 30,
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September 30,
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|
|
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2019
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2018
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Changes
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|
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Revenues
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$
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-
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$
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-
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$
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-
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Cost of Goods Sold
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$
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-
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$
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-
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$
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-
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Gross Profit
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$
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-
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$
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-
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$
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-
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Operating Expenses
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$
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(8,385
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)
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$
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(3,631
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)
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$
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(4,754
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)
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Other Expenses
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$
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(50,000
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)
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$
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-
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$
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(50,000
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)
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Net Loss from continued operations
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$
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(58,385
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)
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$
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(3,631
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)
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$
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(54,754
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)
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Net Loss from discontinued operations
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$
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-
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$
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(116
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)
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$
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116
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With the change of control on October 4, 2018, the Company abandoned the business of development and sale of mobile games and disposed the game software and computer equipment.
We had no revenue during the three months ended September 30, 2019 and 2018.
Operating expenses were $8,385 for the three months ended September 30, 2019, compared to $3,631 for the three months ended September 30, 2018.
During the three months ended September 30, 2019, we incurred other expenses of $50,000 from the impairment loss on intangible loss acquired from Big Break.
We incurred a net loss from continued operations in the amount of $58,385 and $3,631 for the three months ended September 30, 2019 and 2018, respectively.
We incurred a net loss from discontinued operations of $0 and $116 for the three months ended September 30, 2019 and 2018, respectively.
Six months ended September 30, 2019 compared to six months ended September 30, 2018.
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Six Months
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Six Months
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Ended
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Ended
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September 30,
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September 30,
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2019
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2018
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Changes
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Revenues
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$
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-
|
|
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$
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-
|
|
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$
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-
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Cost of Goods Sold
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|
$
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-
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|
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$
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-
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|
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$
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-
|
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Gross Profit
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$
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-
|
|
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$
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-
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$
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-
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Operating Expenses
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$
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(14,657
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)
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$
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(19,750
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)
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$
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5,093
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Other Expenses
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$
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(50,000
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)
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$
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-
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|
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$
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(50,000
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)
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Net Loss from continued operations
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$
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(64,657
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)
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$
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(19,750
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)
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$
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(44,907
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)
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Net Income (Loss) from discontinued operations
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|
$
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-
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$
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(232
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)
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$
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232
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|
With the change of control on October 4, 2018, the Company abandoned the business of development and sale of mobile games and disposed the game software and computer equipment.
We had no revenue during the six months ended September 30, 2019 and 2018.
Operating expenses were $14,657 for the six months ended September 30, 2019, compared to $19,750 for the six months ended September 30, 2018.
During the six months ended September 30, 2019, we incurred other expenses of $50,000 from the impairment loss on intangible loss acquired from Big Break.
We incurred a net loss from continued operations in the amount of $64,657 and $19,750 for the six months ended September 30, 2019 and 2018, respectively.
We incurred a net loss from discontinued operations of $0 and $232 for the six months ended September 30, 2019 and 2018, respectively.
Liquidity and Capital Resources
The following table provides selected financial data about our company as of September 30, 2019 and March 31, 2019, respectively.
Working Capital
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As of
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As of
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September 30,
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March 31,
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2019
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2019
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Changes
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Current Assets
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$
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-
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$
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-
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$
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-
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Current Liabilities
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$
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46,207
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$
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31,550
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$
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14,657
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Working Capital (Deficiency)
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$
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(46,207
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)
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$
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(31,550
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)
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$
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(14,657
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)
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As at September 30, 2019 and March 31, 2019, our Company had no cash and no assets.
As at September 30, 2019, our company had total liabilities of $46,207, compared with total liabilities of $31,550 as at March 31, 2019.
As at September 30, 2019, our company had working capital deficiency of $46,207 compared with working capital deficiency of $31,550 as at March 31, 2019. The increase in working capital deficiency was primarily attributed to an increase in advances from director.
Cash Flows
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Six Months
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Six Months
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Ended
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Ended
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September 30,
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September 30,
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2019
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2018
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Changes
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Net cash used in operating activities
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$
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(13,457
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)
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$
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(19,397
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)
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$
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5,940
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Net cash used in investing activities
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$
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-
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|
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$
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-
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$
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-
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Net cash provided by financing activities
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$
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13,457
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$
|
4,964
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$
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8,493
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Net change in cash and cash equivalents
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$
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-
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|
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$
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(14,433
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)
|
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$
|
14,433
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Cash Flow from Operating Activities
During the six months ended September 30, 2019, our company used $13,457 in cash from operating activities, compared to $19,397 during the six months ended September 30, 2018. The cash used in operating activities for the six months ended September 30, 2019 was attributed to net loss from continuing operations of $64,657, offset by impairment loss on intangible assets of $50,000 and an increase in accounts payable and liabilities of $1,200.
The cash used in operating activities for the six months ended September 30, 2018 was attributed to net loss from continuing operations of $19,750 and net loss from discontinuing operations of $232, offset by depreciation expense of $232 and an increase in accounts payable and accrued liabilities of $353.
Cash Flow from Investing Activities
During the six months ended September 30, 2019 and 2018, our company had no investing activities.
Cash Flow from Financing Activities
Net cash received from financing activities was $13,457 for the six months ended September 30, 2019 compared to net cash received from financing activities of $4,964 for the six months ended September 30, 2018.
The cash received from financing activities for the six months ended September 30, 2019 of $13,457 was attributed to expenses paid directly by director.
The cash received from financing activities for the six months ended September 30, 2018 of $4,964 was attributed to the net advances from the former director.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.