Bionovate Technologies Corp. - Quarter Report: 2019 December (Form 10-Q)

 

 

(Mark One)

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

 

For the quarterly period ended

 

or

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________________ to _____________________

 

Commission File Number

 

 

 

(Registrant’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 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     NO

 

Indicate by check mark whether the registrant has submitted electronically 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

  

 

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     NO

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. YES    NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

54,425,798 common shares issued and outstanding as of February 18, 2020.

  

 

 

  

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

 

  

 

 

 

Bionovate Technologies Corp. (the “Company”, or the “Corporation”) was incorporated in the state of Nevada, United States on October 24, 2012 under the name MJP International Ltd. On December 1, 2017, the Company’s corporate name was changed to Bionovate Technologies Corp.

 

The Corporation was formed and organized to capitalize on new opportunities found in the North American market for light-emitting diode (“LED”) lighting. With China as the manufacturing backbone of future LED products, the Corporation has set up an office in Guangzhou, China in search of high-quality products offered by reputable manufacturers to be introduced to Canada, the United States, and abroad. The Corporation has set out further details of the acquisition below as well as in Notes 3 and 4 to these consolidated financial statements.

 

On February 5, 2016, Energy Alliance Labs Inc. (“Energy Alliance”), incorporated on February 5, 2016, entered into an agreement to acquire 80% of the issued and outstanding equity interests of Human Energy Alliance Laboratories Corp., an Idaho corporation (“HEAL”) from certain shareholders of HEAL for $80,000. The cash for the acquisition of shares was transferred to the shareholders on November 1, 2016 and that is when the acquisition closed. Subsequent to the transfer of cash, the previous shareholders of the Company owned 80% of the issued and outstanding shares of HEAL.

 

On October 28, 2016, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Liao Zu Guo, an individual residing in China, whereby the Company issued 80,000 shares of its common stock in exchange for 100% of the issued and outstanding equity interests of Energy Alliance. Subsequent to the execution of the Share Exchange Agreement, Liao Zu Gao became a member of the Board of Directors of the Company.

 

On January 1, 2017, the Company entered into transfer agreement with Liao Zu Guo, whereby the Company transferred 100% of issued and outstanding equity interests of Energy Alliance for $20,000 for past services provided by Executive to the Company and agreed to assume the debt of Energy Alliance owed to the Liao Zu Guo in the aggregate amount of $28,239.

 

On December 1, 2017, a majority of stockholders and the board of directors approved a reverse stock split of the issued and outstanding shares of common stock on a fifty (50) old for one (1) new basis. A Certificate of Amendment was filed with the Nevada Secretary of State on December 11, 2017 with an effective date of December 21, 2017.

 

On October 1, 2019, a majority of our shareholders approved a reverse stock split on a basis of 100 old shares for one (1) new share of our issued and outstanding common stock. No fractional shares of common stock will be issued as a result of the reverse split. Any fractional shares that would have resulted from the reverse split will be rounded up to the next whole number.

 

As a result of the reverse split, our issued and outstanding shares of common stock will decrease from 15,579,749 to 155,798 shares of common stock. We confirm that our authorized capital will remain unchanged.

 

The reverse split has been reviewed by the Financial Industry Regulatory Authority (FINRA) and has been approved for filing with an effective date of January 9, 2020. All share and per share information in these financial statements retroactively reflect this stock distribution.

 

Effective January 28, 2020, the Company amended a 20% Convertible Note originally issued on March 31, 2019 (the “Note”). The Note reduces the interest rate from 20% to 0 and changes the conversion price from $0.01 to $0.0001.

 

Effective January 28, 2020, the Note was assigned to Evergreen Solutions Ltd., and was immediately converted for the issuance of 54,270,000 shares of common stock of the Company resulting in a change of control.

 

On February 3, 2020, Cohen Mizrahi resigned as a director and as an officer of our company. Dr. Mizrahi's resignation was not the result of a disagreement between Dr. Mizrahi and our company on any matter relating to our company's operations, policies or practices. On February 3, 2020, David Magana Gonzalez was appointed as a director to replace Dr. Mizrahi and he was also appointed President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of our company.

 

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has an accumulated deficit at December 31, 2019 of $2,651,140, is in a net liability position and needs cash to maintain its operations.

 

  

These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s continued existence is dependent upon management’s ability to develop profitable operations, continued contributions from the Company’s executive officers to finance its operations and the ability to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of the Company’s products and business.

 

 

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the six months ended December 31, 2019, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2020. For further information, refer to the financial statements and footnotes thereto included in the Corporation’s filed Form 10-K for the year ended June 30, 2019.

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect application of policies and 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 year. Actual results could differ from these estimates. Estimates and their underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recorded in the accounting period in which they are determined. The critical accounting estimates and assumptions in the accompanying unaudited condensed interim financial statements include the provision for unpaid loss and loss adjustment expenses which may result from product warranty provisions; valuation of deferred income taxes; valuation and impairment assessment of intangible assets; goodwill recoverability; and deferred acquisition costs.

 

 

The Corporation follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Corporation defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Corporation considers the principal or most advantageous market in which the Corporation would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

 

The Corporation applies FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Corporation has not elected the fair value option for any eligible financial instruments.

 

   

 

FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per stock would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per common stock on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive.

 

 

Convertible notes payable at December 31, 2019 and June 30,2019, consists of the following:

 

 

For the six months ended December 31, 2019 and 2018, the Company recognized interest expense of $31,058 and $24,066 and amortization of discount, included in interest expense, of $19,418 and $77,302, respectively. As of December 31, 2019, and June 30, 2019, the Company recorded accrued interest of $106,162 and $75,041, respectively

 

 

On November 1, 2016, the Company issued a convertible note with a conversion price of $0.50 to extinguish debt of $18,239. The convertible note is unsecured, bears interest at 4% per annum and due and payable on November 1, 2017. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $18,239.

 

 

On January 1, 2017, the Company issued a convertible note with a conversion price of $0.50 to extinguish amounts due to related parties of $10,000. The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $10,000.

 

 

 

On January 1, 2017, the Company issued a convertible note with a conversion price of $0.50 to extinguish amounts due to related parties of $14,289. The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $14,289.

 

 

On January 1, 2017, the Company issued a convertible note with a conversion price of $0.50 to extinguish amounts due to related parties of $3,352 (Canadian dollar (“CAD”) $4,500). The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $3,352 (CAD $4,500). The difference of amount was a result of change of exchange rate.

 

 

On June 30, 2017, the Company issued a convertible note with a conversion price of $1.00 to pay operating expenses of $9,969. The convertible note is unsecured, bears interest at 35% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $9,969.

 

 

On April 1, 2018, the Company issued 2 convertible notes totaling of $20,000 with a conversion price of $$1.00 to pay a purchase of a patent of $10,000. The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and is due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $20,000.

 

 

On June 30, 2018, the Company issued a convertible note with a conversion price of $1.00 to pay operating expenses of $28,376. The convertible note is unsecured, bears interest at 30% per annum, has no maturity date and is due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $28,376.

 

 

On June 30, 2018, the Company issued 3 convertible notes totaling of $60,000 with a conversion price of $1.00 to extinguish amounts due to related parties of $145,523. The convertible notes are unsecured, bears interest at 30% per annum, has no maturity date and is due on demand. The Company recorded a discount on the convertible notes due to a beneficial conversion feature of $60,000.

 

 

On December 31, 2018, the Company issued a convertible note with a conversion price of $0.50 to pay operating expenses of $17,302. The convertible note is unsecured, bears interest at 35% per annum, has no maturity date and is due on demand. The Company recorded a discount on the convertible notes due to a beneficial conversion feature of $17,302.

 

 

On March 31, 2019, the Company issued a convertible note with a conversion price of $1.00 to pay operating expenses of $6,427. The convertible note is unsecured, bears interest at 20% per annum, has no maturity date and is due on demand. The Company recorded a discount on the convertible notes due to a beneficial conversion feature of $6,427.

 

 

 

On June 30, 2019, the Company issued a convertible note with a conversion price of $0.50 to pay operating expenses of $17,037. The convertible note is unsecured, bears interest at 35% per annum, has no maturity date and is due on demand. The Company recorded a discount on the convertible notes due to a beneficial conversion feature of $17,037.

 

 

On September 30, 2019, the Company issued a convertible note with a conversion price of $0.50 to pay operating expenses of $526. The convertible note is unsecured, bears interest at 35% per annum, has no maturity date and is due on demand. The Company recorded a discount on the convertible notes due to a beneficial conversion feature of $526.

 

 

On December 31, 2019, the Company issued a convertible note with a conversion price of $0.005 to pay operating expenses of $18,892. The convertible note is unsecured, bears interest at 35% per annum, has no maturity date and is due on demand. The Company recorded a discount on the convertible notes due to a beneficial conversion feature of $18,892.

 

 

The Corporation was obligated to shareholders for funds advanced to the Corporation for working capital. The advances are unsecured, and no interest rate or payback schedule has been established.

 

During the year ended June 30, 2018, the Company’s CEO paid accounts payable of $41,025 on behalf of the Company. The loans are unsecured, non-interest bearing and due on demand.

 

As of December 31, 2019, and June 30,2019, the company owed related parties $41,025 and $41,025, respectively.

 

 

 

The Company is authorized to issue 90,000,000 shares of preferred stock at a par value of $0.0001.

 

No shares were issued and outstanding as of December 31, 2019 and June 30,2019, respectively.

 

 

The Company is authorized to issue 100,000,000 shares of preferred stock at a par value of $0.0001.

 

During the six months ended December 31, 2019, there were no issuance of common stock.

 

As at December 31, 2019 and June 30, 2019, 155,798 shares of common stock were issued and outstanding.

 

As at December 31, 2019, there were no warrants or options outstanding.

 

 

Effective January 28, 2020, the Company amended a 20% Convertible Note originally issued on March 31, 2019 (the “Note”). The Note reduces the interest rate from 20% to 0 and changes the conversion price from $0.01 to $0.0001.

 

Effective January 28, 2020, the Note of $6,427 dated March 31, 2019 was assigned to Evergreen Solutions Ltd., and $5,427 was immediately converted for the issuance of 54,270,000 shares of common stock of the Company resulting in a change of control.

 

    

 

 

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 consolidated unaudited financial statements are stated in United States Dollars (US$) and 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.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Bionovate Technologies Corp., unless otherwise indicated.

 

 

Our company was incorporated in the State of Nevada on October 24, 2012. Founded in Calgary, Canada, we were formed and organized to capitalize on new opportunities found in the North American market for light-emitting diode (“LED”) lighting. With China as the manufacturing backbone of future LED products, we have set up an office in Guangzhou, China in search of high quality products offered by reputable manufacturers to be introduced to Canada, the United States, and abroad. In November 2016, we expanded our operations to include reselling various energy products and green technology products. We achieved this by acquiring Energy Alliance Labs Inc. (“Energy Alliance”), which is the 80% owner of Human Energy Alliance Laboratories Corp., an Idaho corporation (“HEAL”). HEAL is a “green technology” and retail company with the mission of developing and distributing technologies that relieve its customers of certain burdens, while simultaneously decreasing the energy they use. HEAL’s primary products are mid-sized wind turbines, small solar panels and related controllers and inverters.

 

On October 28, 2016, we entered into a share exchange agreement with Cohen Mizrahi, a director of our company, whereby on the same date we issued 4,000,000 shares of our common stock in exchange for 100% of the issued and outstanding equity interests of Energy Alliance.

 

On November 1, 2016, Energy Alliance closed the transactions contemplated under an agreement with certain shareholders of HEAL, in which the shareholders holding 80% of the outstanding equity interests of HEAL sold all of their shares of HEAL to Energy Alliance.

 

As a result of such transactions we became the owner of 100% of the issued and outstanding equity interests of Energy Alliance and Energy Alliance became the owner of 80% of the issued and outstanding equity interests of HEAL.

 

 

Effective October 4, 2016, we filed a Certificate of Dissolution of MJP Holdings Ltd., our wholly-owned subsidiary.

 

Effective November 28, 2016, we entered into a Share Exchange Agreement with MJP Lighting Solutions Ltd., a British Virgin Islands (“BVI”) corporation and Tong Tang and Zhao Hui Ma (the “Shareholders”) whereby the parties exchanged 100% of the issued and outstanding shares of BVI, belonging to our company for the tender of 5,500,000 restricted common shares of our company, belonging to the Shareholders, to our treasury for cancellation.

 

On January 1, 2017, MJP entered into transfer agreement with Cohen Mizrahi, whereby we transferred 100% of the issued and outstanding equity interests of Energy Alliance for consideration of $20,000 for past services provided to our company by Mr. Guo.

 

On December 1, 2017, a majority of our stockholders and our board of directors approved a change of name of our company to “Bionovate Technologies Corp.” and a reverse stock split of our issued and outstanding shares of common stock on a fifty (50) old for one (1) new basis.

 

A Certificate of Amendment was filed with the Nevada Secretary of State on December 11, 2017 with an effective date of December 21, 2017.

 

The name change and reverse split became effective with the OTC Markets at the opening of trading on December 21, 2017 under the symbol “BIIO”.

 

October 1, 2019, a majority of our shareholders approved a reverse stock split on a basis of 100 old shares for one (1) new share of our issued and outstanding common stock. As a result of the reverse split, our issued and outstanding shares of common stock decreased from 15,579,749 to 155,798 shares of common stock, our authorized capital remained unchanged. The reverse split became effective with the OTC Markets at the opening of trading on January 9, 2020.

 

Effective January 28, 2020, the Company amended a 20% Convertible Note originally issued on March 31, 2019 (the “Note”). The Note reduces the interest rate from 20% to 0 and changes the conversion price from $0.01 to $0.0001.

 

Effective January 28, 2020, the Note was assigned to Evergreen Solutions Ltd., and was immediately converted for the issuance of 54,270,000 shares of common stock of the Company resulting in a change of control.

 

On February 3, 2020, Cohen Mizrahi resigned as a director and as an officer of our company. Dr. Mizrahi's resignation was not the result of a disagreement between Dr. Mizrahi and our company on any matter relating to our company's operations, policies or practices. On February 3, 2020, David Magana Gonzalez was appointed as a director to replace Dr. Mizrahi and he was also appointed President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of our company.

 

Mr. Gonzalez, age 31, is a graduate from the University of Colima where he studied Business Administration where he consistently ranked top percentile. After graduating, Mr. Gonzalez held management positions at local businesses in Colima, Mexico. First, Mr. Gonzalez worked for public transport company SINTRA where he was responsible for operations from 2010 until 2015. In 2015, Mr. Gonzalez took a position at SOCACOVA as business strategist.

 

We do not have any subsidiaries.

 

We have not been subject to any bankruptcy, receivership or similar proceeding.

 

Our executive offices are located at Av Nuevo Leon, Col. Hipodromo 06100, Cuidad de Mexico 06100. Our telephone number is (628) 300-2311.

 

 

We are a medical device company that intends to develop the first automated treatment for age spots (solar lentigines). The technology (patent issued) uses a “scan and treat” protocol that removes age spots accurately and completely without disturbing the surrounding skin area. Current methods of treatment (lasers and manual liquid nitrogen spray devices) are either painful, costly, or require a physician to perform the procedure. The Bionovate system would be safe and would produce excellent results and can be used for other types of skin lesions. Its operation would require minimal user interaction and users can be trained in minutes. We are also looking into developing novel cancer detection methods based on its electronic imaging patent.

 

 

Our operations for the three and six months ended December31, 2019 and 2018 are outlined below:

  

  

 

 

For the three months ended December 31, 2019 and 2018, we had no revenue. Expenses for the three months ended December 31, 2019 totaled $45,569 resulting in a net loss of $45,569 as compared to a net loss of $47,329 for the three months ended December 31, 2018. The decrease in net loss for the three months ended December 31, 2019 is a result of a decrease in professional fees offset by an increase in interest expense.

 

 

 

For the six months ended December 31, 2019 and 2018, we had no revenue. Expenses for the six months ended December 31, 2019 totaled $74,945 resulting in a net loss of $74,945 as compared to a net loss of $134,838 for the six months ended December 31, 2018. The decrease in net loss for the six months ended December 31, 2019 is a result of a decrease in professional fee and amortization of discount.

 

 

The following table provides selected financial data about our company as of December 31, 2019 and June 30, 2019, respectively.

 

 

 

 

 

 

On December 31, 2019, our Company’s cash balance was $0 and total assets were $0. On June 30, 2019, our Company’s cash balance was $0 and total assets were $0.

 

On December 31, 2019, our Company had total liabilities of $387,816, compared with total liabilities of $332,289 as at June 30, 2019.

 

On December 31, 2019, our Company had working capital deficiency of $387,816 compared with working capital deficiency of $332,289 as at June 30, 2019. The increase in working capital was primarily attributed to an increase in accounts payable and accrued liabilities and convertible notes.

 

 

During the six months ended December 31, 2019, our Company used $0 in operating activities, compared to $0 provided by operating activities during the six months ended December 31, 2018.

 

 

During the six months ended December 31, 2019, our Company did not have any investing activities.

 

 

During the six months ended December 31, 2019, our Company did not have any investing activities.

 

 

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, and capital expenditures or capital resources that are material to stockholders.

 

 

 

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

 

 

We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. Our company regularly reviews and analyses the recent accounting pronouncements.

 

 

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

  

 

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the period ended December 31, 2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

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

 

 

 

 

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

 

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

 

 

None.

 

 

None.

 

 

Not Applicable.

 

 

Effective January 28, 2020, the Company amended a 20% Convertible Note originally issued on March 31, 2019 (the “Note”). The Note reduces the interest rate from 20% to 0 and changes the conversion price from $0.01 to $0.0001.

  

Effective January 28, 2020, the Note was assigned to Evergreen Solutions Ltd., and was immediately converted for the issuance of 54,270,000 shares of common stock of the Company resulting in a change of control.

 

 

 

 

 

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.