Apple iSports Group, Inc. - Quarter Report: 2019 October (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended October 31, 2019

OR

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

For the transition period from ________ to _________

Commission File Number: 000-32389

+61 3 8393 1459

(Registrant’s telephone number, including area code)

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

Securities registered under Section 12(b) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” ”non-accelerated filer,” “smaller reporting company,” and ”emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 in Rule 12b-2 of the Exchange Act). Yes x No ¨

As of December 20, 2019, there were 7,234,465 shares of common stock, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

PREVENTION INSURANCE.COM

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

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

PREVENTION INSURANCE.COM
CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

* as retrospectively restated for the 10:1 reverse split effective Octover 4, 2018

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

PREVENTION INSURANCE.COM

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(UNAUDITED)

* as retrospectively restated for the 10:1 reverse split effective Octover 4, 2018

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

PREVENTION INSURANCE.COM

UNAUDITED STATEMENTS OF CASH FLOWS

(UNAUDITED)

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

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Nature of Business

Prevention Insurance.Com (the ”Company”) was incorporated under the laws of the State of Nevada in 1975 as Vita Plus Industries, Inc. In March 1999, the Company sold its remaining inventory and changed its name to Prevention Insurance.Com.

The Company’s business is to pursue a business combination through acquisition, or merger with, an existing company. No assurances can be given that the Company will be successful in locating or negotiating with any target company.

Effective May 30, 2018, a change of control occurred with respect to the Company. Pursuant to a Stock Purchase Agreement entered into by and among Chee Chow Teow, EE Meng Teow and Wooi Huat Teow (“Sellers”) and Metrowork Equity Sdn. Bhd., a Malaysian company (“Metrowork ”), Metrowork acquired from Sellers all of the shares of common stock held by the Sellers in the Company totaling 15,638,084 shares (representing 70% of the Company’s issued and outstanding shares of common stock). Our then-sole officer and director, Mr. Chee Chau Ng, is the sole shareholder and officer of Metrowork.

On October 4, 2018, the Company filed a Certificate of Amendment to Articles of Incorporation with the Nevada Secretary of State (the ”Amendment”) which effectuated the following corporate actions (“Corporate Actions”):

The Corporate Actions became effective on October 4, 2018 (the ”Effective Date”).

As it relates to the reverse stock split, on the Effective Date, every 10 shares of issued and outstanding common stock were converted into one share of common stock. No fractional shares were issued in connection with the reverse stock split. Instead, a holder of record of common stock on the Effective Date who would otherwise be entitled to a fraction of a share was, in lieu thereof, entitled to receive a whole share of common stock.

As a result of the reverse stock split, the number of issued and outstanding shares of the Company’s common stock was reduced from 22,340,083 to 2,234,466 and 22,340,081 to 2,234,465, respectively. All share numbers in this Form 10-Q have been retrospectively restated to reflect the impact of this reverse stock split.

Effective June 28, 2019 (“Closing Date”), a further change of control occurred with respect to the Company. Pursuant to a Securities Purchase Agreement entered into by and among the Company, Metrowork Equity Sdn. Bhd (“Seller”), and Copper Hill Assets Inc., a British Virgin Island corporation (“Buyer”) (the “Purchase Agreement”), Seller assigned, transferred and conveyed to Buyer (i) 1,563,809 shares of common stock of Company (“Common Stock”) and (ii) a promissory note of the Company totaling $355,323 (“Promissory Note”). The total consideration paid by Buyer was $375,000, and Seller assumed all of the liabilities of the Company as of the Closing Date.

On the closing of the above transaction, Mr. Chee Chau Ng, the sole officer of Seller, resigned in all officer capacities from the Company and Anthony Lococo was appointed Chief Executive Officer and Chief Financial Officer of the Company. In addition, Mr. Lococo was appointed a director of the Company.

On August 26, 2019, the Company acquired 33.33% of the issued and outstanding common shares of Australian Gold Commodities Ltd (“ACG”), an Australian company, for $100. The remaining 66.67% of the issued and outstanding common shares of ACG are beneficially owned by our principal shareholder, Copper Hill Assets, Inc. Mr. Anthony Lococo, our sole director, was appointed as a director of ACG. ACG has not commenced operations as of this date.

On September 19, 2019, the Company formed a new subsidiary, Paramount Capital, Inc (“Paramount”), a Wyoming corporation. Paramount has not commenced operations as of this date.

Effective September 25, 2019, the Company entered into a Loan Conversion Agreement with its principal shareholder, Copper Hill Assets, Inc. (“Copper Hill”) under which Copper Hill converted its outstanding debt of $372,823 with the Company into 5,000,000 shares of the Company’s common stock.

Basis of Presentation

The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied.

Consolidated Financial Statements

These consolidated statements include the account of the Company and its wholly-owned subsidiary company, Paramount, from the date of its incorporation on September 20, 2019. All intercompany balances and transactions have been eliminated in consolidation.

Interim Financial Statements

The accompanying unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. While we believe that the disclosures presented herein are adequate and not misleading, these interim condensed financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended April 30, 2019 included our Form 10-K filed on June 28, 2019. Operating results for the interim period presented are not necessarily indicative of the results for the full year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The fair value of cash, prepaid expenses, accounts payable and balance due to related parties approximates the carrying amount of these financial instruments due to their short maturity.

Net Loss per Share Calculation

Basic net loss per common share (“EPS”) is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Diluted earnings per share is not presented when their effect is anti-dilutive. No potential dilutive securities were issued and outstanding during the three and six months ended October 31, 2019 or 2018.

Recently Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows due to our status as a shell corporation.

NOTE 2. 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 contemplate the realization of assets and the liquidation of liabilities in the normal course of business. For the six months ended October 31, 2019, the Company reported a net loss of $70,085, negative working capital of $38,633 and an accumulated deficit of $5,007,137 as of October 31, 2019. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company and ultimately achieve profitable operations. In the interim, the Company intends to rely upon continued advances form the Company’s majority shareholder to funds its working capital needs. No assurances can be given that the Company will be successful in locating or negotiating with any target company or that the majority shareholder will continue to fund the Company’s working capital needs. As a result, there is substantial doubt about the Company’s ability to continue as a going concern.

NOTE 3. PREPAYMENTS AND DEPOSITS

As of October 31, 2019 and April 30, 2019, the balance of prepayments and deposits was $0 and $4,000, respectively, which related to the annual membership fee for OTC Markets which is amortized monthly over the course of the year.

NOTE 4. EQUITY INVESTMENT

On August 26, 2019, the Company acquired 33.33% of the issued and outstanding common shares of Australian Gold Commodities Ltd (“ACG”), an Australian company, for $100. The remaining 66.67% of the issued and outstanding common shares of ACG are beneficially owned by our principal shareholder, Copper Hill Assets, Inc. Mr. Anthony Lococo, our sole director, was appointed as a director of ACG. ACG has not commenced operations as of this date.

NOTE 5. ADVANCES DUE TO RELATED PARTIES

As of April 30, 2019, Metrowork Equity Sdn. Bhd, a company owned by the Company’s then-sole officer and director (“Metrowork”), had advanced funds totaling $348,920 to the Company to meet its working capital requirements. The advances were unsecured, interest free and due on demand.

During the period from May 1, 2019 to June 28, 2019, Metrowork advanced a further $6,403 to the Company to meet its working capital requirements.

Effective June 28, 2019, pursuant to the Securities Purchase Agreement entered into by and among the Company, Metrowork Equity Sdn. Bhd (“Seller”), and Copper Hill Assets Inc., a British Virgin Island corporation (“Buyer”) (the “Purchase Agreement”), Seller assigned, transferred and conveyed to Buyer a promissory note of the Company totaling $355,323 (“Promissory Note”).

The terms under which the advances had been made to the Company remained unchanged on assignment by Seller to Buyer.

Mr. Anthony Lococo, our current sole officer and director, is the sole shareholder and officer of Copper Hill Assets Inc., a British Virgin Island company (“Copper Hill”).

During the period from June 29, 2019 to July 31, 2019, Copper Hill advanced a further $17,500 to the Company to meet its working capital requirements.

As of July 31, 2019, Copper Hill was owed a total of $372,823 by the Company in respect of funds it had received from related parties to meet its working capital requirements. The advances were unsecured, interest free and due on demand.

Effective September 25, 2019, the Company entered into a Loan Conversion Agreement with its principal shareholder, Copper Hill, under which Copper Hill converted its outstanding debt of $372,823 with the Company into 5,000,000 shares of the Company’s common stock.

During the period from August 1, 2019 to October 31, 2019, Copper Hill advanced a further $1,374 the Company to meet its working capital requirements.

As of October 31, 2019, Copper Hill was owed a total of $1,374 by the Company in respect of funds it had received from related parties to meet its working capital requirements. The advances were unsecured, interest free and due on demand.

During the period from August 1, 2019 to October 31, 2019, Apple ISports, Inc., a company owned by Copper Hill, advanced $30,242 to the Company to meet its working capital requirements.

As of October 31, 2019, Apple ISports, Inc. was owed a total of $30,242 by the Company in respect of funds it had received from related parties to meet its working capital requirements. The advances were unsecured, interest free and due on demand.

NOTE 6. STOCKHOLDERS’ DEFICIT

Preferred Stock

As of October 31, 2019, the Company was authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001.

No shares of preferred stock were issued or outstanding during the three and six months ended October 31, 2019 and 2018.

Common Stock

Effective October 4, 2018, the Company:

As it relates to the reverse stock split, effective October 4, 2018 every 10 shares of issued and outstanding common stock were converted into one share of common stock. No fractional shares were issued in connection with the reverse stock split. Instead, a holder of record of common stock on October 4, 2018 who would otherwise have been entitled to a fraction of a share, received a whole share of common stock.

As a result of the reverse stock split, the number of issued and outstanding shares of the Company’s common stock was reduced from 22,340,083 to 2,234,466 and 22,340,081 to 2,234,465, respectively.

All share numbers in this Form 10-Q have been retrospectively restated to reflect the impact of this reverse stock split.

Effective September 25, 2019, the Company entered into a Loan Conversion Agreement with its principal shareholder, Copper Hill, under which Copper Hill converted its outstanding debt of $372,823 with the Company into 5,000,000 shares of the Company’s common stock. The fair value of the shares issued was determined by management using a market approach.

As of October 31, 2019, 7,234,466 shares of common stock were issued, and 7,234,465 shares of common stock were outstanding.

Additional Paid in Capital

Under the terms of the Purchase Agreement described above, the Company’s former principal shareholder, Metrowork, paid off all of the Company’s outstanding liabilities at June 28, 2019, totaling $6,150. As these payments did not represent either a loan to the Company or an equity investment in the Company, they have been accounted for as a capital contribution by Metrowork to the Company.

Treasury Stock

The Company’s treasury stock comprised one share of common stock acquired at a cost of $52,954.

NOTE 7. SUBSEQUENT EVENTS

The Company evaluated subsequent events after October 31, 2019, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined there have been no subsequent events for which disclosure is required.

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

Forward-Looking Statements

Certain statements made in this quarterly report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this quarterly report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the registrant or any other person that the objectives and plans of the registrant will be achieved.

Substantial risks exist with respect to an investment in the Company. These risks include but are not limited to, those factors discussed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2019, filed with the Securities and Exchange Commission (“Commission”) on June 28, 2019, as amended on July 16, 2019. More broadly, these factors include, but are not limited to:

Description of Business

Prevention Insurance.com (“we,” “us,” “our,” or the “Company”) was incorporated in the State of Nevada on May 7, 1975, under the name Vita Plus, Inc. The name was later changed to Vita Plus Industries, Inc. and in 2000 the Company’s name was changed to its current name Prevention Insurance.com.

Effective June 28, 2019 (“Closing Date”), a further change of control occurred with respect to the Company. Pursuant to a Securities Purchase Agreement entered into by and among the Company, Metrowork Equity Sdn. Bhd (“Seller”), and Copper Hill Assets Inc., a British Virgin Island corporation (“Buyer”) (the “Purchase Agreement”), Seller assigned, transferred and conveyed to Buyer (i) 1,563,809 shares of common stock of Company (“Common Stock”) and (ii) a promissory note of the Company totaling $355,323.48 (“Promissory Note”). The total consideration paid by Buyer was $375,000, and Seller assumed all of the liabilities of the Company as of the closing date.

On the closing of the above transaction, Mr. Chee Chau Ng, the sole officer of Seller, resigned in all officer capacities from the Company and Anthony Lococo was appointed Chief Executive Officer and Chief Financial Officer of the Company. In addition, Mr. Lococo was appointed a director of the Company. Effective upon the 10th day after the mailing of the Company’s information statement on Schedule 14f-1 (the “Schedule 14f-1”) to the Company’s stockholders (the “Appointment Date”), Mr. Ng resigned as a director of the Company. On that same date, Mr. Lococo was appointed as the Company’s Chairman of the Board of the Company.

On August 26, 2019, the Company acquired 33.33% of the issued and outstanding common shares of Australian Gold Commodities Ltd (“ACG”), an Australian company, for $100. The remaining 66.67% of the issued and outstanding common shares of ACG are beneficially owned by our principal shareholder, Copper Hill Assets, Inc. Mr. Anthony Lococo, our sole director, was appointed as a director of ACG. ACG has not commenced operations as of this date.

On September 19, 2019, the Company formed a new subsidiary, Paramount Capital, Inc (“Paramount”), a Wyoming corporation. Paramount has not commenced operations as of this date.

Effective September 25, 2019, the Company entered into a Loan Conversion Agreement with its principal shareholder, Copper Hill, under which Copper Hill converted its outstanding debt of $372,823 with the Company into 5,000,000 shares of the Company’s common stock.

The Company is a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”). Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:

We believe we will be able to meet these costs through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of October 31, 2019, the Company has $100 in cash. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however there is no assurance of additional funding being available.

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Our management has not entered into any agreements with any party regarding a business combination. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

We will not acquire or merge with any entity which cannot provide audited financial statements at or within a reasonable period of time after closing of the proposed transaction. We are subject to all the reporting requirements included in the Exchange Act. Included in these requirements is our duty to file audited financial statements as part of our Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as our audited financial statements included in our annual report on Form 10-K. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target business, the closing documents may provide that the proposed transaction will be voidable at the discretion of our present management.

A business combination with a target business will normally involve the transfer to the target business of the majority of our common stock, and the substitution by the target business of its own management and board of directors.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur 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.

The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company and ultimately achieve profitable operations. No assurances can be given that the Company will be successful in locating or negotiating with any target company.

Results of Operations

No revenue has been generated by the Company during the three and six months ended October 31, 2019 and 2018. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management’ s assertion that these circumstances may hinder the Company’s ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.

For the three months ended October 31, 2019 and 2018

During the three months ended October 31, 2019, the Company incurred a net loss of $38,999, comprised of general and administrative expenses, including consulting fees to implement its business plan, accounting and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports on Form 10-K, Form 10-Q and other reporting requirements.

During the three months ended October 31, 2018, the Company incurred a net loss of $30,195, comprised of general and administrative expenses, including legal, accounting, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports on Form 10-K and Form 10-Q and other reporting requirements.

General and administrative expenses during the three months ended October 31, 2019 were $8,804 higher than during the three months ended October 31, 2018 due to the Company incurring $23,020 in consulting fees relating to the implementation of its business plan, partially offset by $14,216 in reductions in legal, audit and SEC filing fees.

For the six months ended October 31, 2019 and 2018

During the six months ended October 31, 2019, the Company incurred a net loss of $70,085, comprised of general and administrative expenses, including consulting fees to implement its business plan, accounting and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports on Form 10-K, Form 10-Q and other reporting requirements.

During the six months ended October 31, 2018, the Company incurred a net loss of $61,768, comprised of general and administrative expenses, including legal, accounting, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports on Form 10-K and Form 10-Q and other reporting requirements.

General and administrative expenses during the six months ended October 31, 2019 were $8,317 higher than during the six months ended October 31, 2018 due to the Company incurring $23,020 in consulting fees relating to the implementation of its business plan, partially offset by $14,703 reductions in legal, audit and SEC filing fees.

Liquidity and Capital Resources

As of October 31, 2019, the Company had current assets of $100 in respect of its cash balance. This compares with current assets of $4,000 in respect of certain prepaid expenses as of April 30, 2019. The Company’s noncurrent assets included $100 equity investment in Australian Gold Commodities Ltd. No such investment was made as of October 31, 2018. The Company’s current liabilities as of October 31, 2019 totaled $38,733, $7,117 relating to accounts payable and $31,616 of advances from related parties. This compares with current liabilities of $351,421 as of April 30, 2019, comprising $2,501 of accounts payable and $348,920 due to related parties. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the six months ended October 31, 2019 and 2018:

Operating Activities

During the six months ended October 31, 2019, the Company incurred a net loss of $70,085 which, after adjusting for a decrease in prepaid expenses of $4,000 and an increase in accounts payable of $4,616, resulted in net cash of $61,469 being used in operating activities during the period. By comparison, during the six months ended October 31, 2018, the Company incurred a net loss of $61,768 which, after adjusting for an increase in prepayments of $6,667 and an increase in accounts payable of $14,328 resulted in net cash of $54,107 being used in operating activities during the period.

Investing Activities

During the six months ended October 31, 2019, the Company subscribed $100 to acquire 33.33% of the issued and outstanding common shares of Australian Gold Commodities Ltd. By comparison, the Company neither generated nor used funds in investing activities during the six months ended October 31, 2018.

Financing Activities

During the six months ended October 31, 2019, the Company received a total of $61,669 from financing activities: $55,519 by way of advances from related party entitles ($6,403 from Metrowork, $18,874 from Copper Hill and $30,242 from Apple iSports, Inc.), and $6,150 by way of capital contribution from the Company’s former controlling shareholder, Metrowork.. By comparison, during the six months ended October 31, 2018, the Company received $54,107 by way of advances from Metrowork.

Supplemental Disclosures of Non-Cash Financing Activities

During the six months ended October 31, 2019, the Company entered into a Loan Conversion Agreement with its principal shareholder, Copper Hill, under which Copper Hill converted its outstanding debt of $372,823 with the Company into 5,000,000 shares of the Company’s common stock. By comparison, the Company entered into no such conversion agreement during the six months ended October 31, 2018.

The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. No assurances can be given that the Company will be successful in locating or negotiating with any target company or that the related parties will continue to fund the Company’s working capital needs. As a result, there is substantial doubt about the Company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

None.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report, an evaluation was carried out by the Company’s management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act (“Exchange Act”) as of October 31, 2019. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was not accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control over Financial Reporting

Changes in Internal Controls over Financial Reporting

During the quarter ended October 31, 2019, there has been no change in internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

There are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable to our Company.

Item 5. Other Information.

None

Item 6. Exhibits.

+ In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.