BOATIM INC. - Quarter Report: 2019 May (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended May 31, 2019

o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 333-200629

7950 NW 53rd Street, Suite 337, Miami, FL 33166.

Tel: +1 (305) 239-9993

(Address and telephone number of principal executive offices)

_____________________________________________________________

(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 x No ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 ¨ No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 151,500,000 common shares issued and outstanding as of October 02, 2019.

BOATIM INC.

Formerly known as Emerald Data, Inc.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying interim financial statements of BOATIM Inc. formerly known as Emerald Data, Inc. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

The interim financial statements should be read in conjunction with the company’s latest annual financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

BOATIM INC.

Formerly known as Emerald Data, Inc.

BALANCE SHEETS

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

BOATIM INC.

Formerly known as Emerald Data, Inc.

STATEMENTS OF OPERATIONS

(Unaudited)

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

BOATIM INC.

Formerly known as Emerald Data, Inc.

STATEMENTS OF STOCKHOLDERS DEFICIT

FOR THE NINE MONTHS ENDED MAY 31, 2019 AND MAY 31, 2018

(Unaudited)

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

BOATIM INC.

Formerly known as Emerald Data, Inc.

STATEMENTS OF CASH FLOWS

(Unaudited)

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

BOATIM, INC.

Formerly known as Emerald Data, Inc.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MAY 31, 2019

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Emerald Data Inc. (the “Company”) is a for profit corporation established under the corporate laws of the State of Nevada on August 15, 2014. On January 24, 2019 the Company´s board and shareholders passed a motion to change the Company name to “BOATIM INC.” Its fiscal year end is August 31.

On January 24, 2019, the shareholders of the Company have resolved that the business address be changed with immediate effective to 7950 NW 53rd Street, Suite 337, Miami, FL 33166.

Originally in the business of producing and distributing furniture, the business was changed to online food blogging as a promotion channel for restaurants, bars and fine dining. Additionally, we have already expanded into the boating industry by acquiring and further developing the BOATIM trading platform.

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures as of August 31, 2018 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, all references to “Emerald,” “we,” “us,” “our” or the “Company” are to Emerald Data Inc..

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended August 31, 2018 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended May 31, 2019 are not necessarily indicative of the results that may be expected for the year ending August 31, 2019.

Computer Software Development Costs

Computer software development costs related to software developed for internal use falls under the accounting guidance of ASC Topic 350-40, Intangibles Goodwill and Other–Internal Use Software, in which computer software costs are expensed as incurred during the preliminary project stage and capitalization begins in the application development stage once the capitalization criteria are met. Costs associated with post implementation activities are expensed as incurred. Costs capitalized during the application development stage include external direct costs of materials and services consumed in developing or obtaining internal-use software. During the nine months ended May 31, 2019, a total of $13,776 in software development costs has been capitalized since the acquisition. Capitalized development costs total $13,776 and $0 as of May 31, 2019 and August 31, 2018, respectively.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles 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 amount of revenues and expenses during the reporting period. The management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Actual results could differ from those estimates.

Recent Accounting Pronouncement

In February 2016, the FASB issued an accounting standards update for leases. The ASU introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in the current accounting guidance as well as the FASB’s new revenue recognition standard. However, the ASU eliminates the use of bright-line tests in determining lease classification as required in the current guidance. The ASU also requires additional qualitative disclosures along with specific quantitative disclosures to better enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The pronouncement is effective for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, for nonpublic entities using a modified retrospective approach. The Company is still evaluating the impact that the new accounting guidance will have on its financial statements and related disclosures and has not yet determined the method by which it will adopt the standard.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had no revenues for the nine months ended May 31, 2019 and incurred recurring losses. In addition, the Company had a negative working capital for the nine months ended May 31, 2019, and has not completed its efforts to establish a stable source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on borrowings from related party to fund operating expenses. In light of management’s efforts, there are no assurances that the Company will be successful in any of its endeavors or become financially viable and continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 4 – RELATED PARTY TRANSACTIONS

Mr. Robert Glass, a lawyer, is providing services free of charge from time to time, such services involving advice on accounting matters and processing of information for reporting services.

The Chief Technology Officer of the Company, Mr. Patrick Heneise is also the owner of Heneise Consulting. Heneise Consulting has provided software development and maintenance services for the Company’s Boatim Software platform. During the nine months ended May 31, 2019, Heneise Consulting has billed a total of $10,000 in software development costs, which has been capitalized as software development costs.

In a special shareholder meeting on April 29, 2019 the shareholders voted to appoint Mr. Wolfgang Tippner as new CEO of BOATIM Inc. and Mr. Toelderer withdrew from the board.

The director of the Company provides office space and services free of charge. As of May 31, 2019 the Company owed a total of $142,450 to related parties. Related party loans consists of $81,290 owed to Mr. Veng Kun LUN ($77,465 as of August 31, 2018) and $61,160 due to Cayo Ventures GmbH for payment related to software development., accounting, transfer agent and legal fees. These loans are non-interest bearing and due on demand.

During the nine months ended May 31, 2019, the Company’s founder and majority shareholder, Mr. Yves Toelderer, issued a note in the amount of $500,000 to Boatim, Inc for the purchase of the Boatim software platform. The note is due 12 month from the date of the agreement and bears no interest.

NOTE 5 – ACQUISITION OF SOFTWARE FROM RELATED PARTY

On January 23, 2019, the Company acquired the unfinished software code of the Boatim online trading platform from Cayo Ventures GmbH for $500,000. The software code as such had never been operated in a live environment nor was it complete at the time of acquisition. The net carrying value of the software on the date of acquisition is $0 on Cayo Venture GmbH’s books.

We have determined that the software code acquired is incomplete in its current (restricted) features and capabilities and as such is subject to further development. In order for the code to be useful for producing any output integration of the acquired code into a multitude of supporting (API-connected) further software components (“modules”) is necessary, the development and connecting of which to the acquired code is subject to our ongoing further software developments. During the period ended May 31, 2019, a total of $13,776 in software development costs has been capitalized since the acquisition. According to above referenced guidance, if the functionality of a module is entirely dependent on the completion of other modules, amortization of that module shall begin when both that module and the other modules upon which it is functionally dependent are ready for their intended use. In compliance therewith we have not made provisions for amortization of the capitalized software development costs yet. We anticipate that the completion of these modules would occur during the fourth quarter ended 2019 and the useful life will be 3 years.

The total purchase price of $500,000 was recorded as related party loan to the Company from Cayo Ventures GmbH on a carryover basis through common control. The note is non-interest bearing and is due 12 months from the date the agreement. The asset purchase value price of $500,000, for the Boatim, Inc software platform was recorded in additional paid in capital..

NOTE 6 – CAPITAL STOCK

Following a 1:30 forward split implemented in September 2017, the Company has a total of 151,500,000 shares issued and outstanding. There were no stock splits implemented in the reporting period.

On January 23, 2019 the Company´s board and shareholders passed a motion that a 1:3 reverse split of the Company´s common stock should be performed and that the Company name be changed to “BOATIM INC.” As of the date of this report, the reverse stock split has not been effectuated at the time of this document due to formal reasons, specifically managements desire to have all of their outstanding SEC filings completed..

NOTE 7 – SUBSEQUENT EVENTS

On December 6, 2018, New Million Global Holdings Limited sold 98,300,000 of its shares of common stocks to Mr. Yves Toelderer, who pays $250,000.00 in total, $50,000.00 in cash and $200,000.00 by means of a promissory note. On September 06, 2019, the shares representing 64.88% ownership of the Company were effectively transfered to Yves Toelderer. This consitutes a change in control.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward looking statement notice

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

General

Emerald Data Inc. formerly known as Emerald Data, Inc. (the “Company”) is a for profit corporation established under the corporate laws of the State of Nevada on August 15, 2014. On January 24, 2019 the Company´s board and shareholders passed a motion to changed Company name to “BOATIM INC.” Its fiscal year end is August 31.

Results of operations

The following comparative analysis on results of operations was based primarily on the comparative financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report.

Results of Operations for the Three Months Ended May 31, 2019 and May 31, 2018

Operating expenses

General and administrative expenses were $11,190 for the three months ended May 31, 2019, compared to $21,374 for the three months ended May 31, 2018, a decrease of $10,184. The decrease is due to reduced operating expenses on the food blogging business due to necessary concentration of resources on reporting and administrative tasks preceding the acquisition of the BOATIM platform.

Net Loss

Net loss for the three months ended May 31, 2019 was $11,190 compared to $21,374 for the three months ended May 31, 2018 due to the reasons discussed in sub-section “Operating expenses” above.

Results of Operations for the Nine Months Ended May 31, 2019 and May 31, 2018

Operating expenses

General and administrative expenses were $23,568 for the nine months ended May 31, 2019, compared to $65,530 for the nine months ended May 31, 2018, a decrease of $41,962. The decrease is due to reduced operating expenses on the food blogging business due to necessary concentration of resources on reporting and administrative tasks preceding the acquisition of the BOATIM platform.

Net Loss

Net loss for the nine months ended May 31, 2019 was $23,568 compared to $65,530 for the nine months ended May 31, 2018 due to the reasons discussed in sub-section “Operating expenses” above.

Liquidity and capital resources

As of May 31, 2019, we had $28,711 in cash and there were outstanding liabilities of $650,354 (cash of $28,711 and liabilities of $84,767 on August 31, 2018, respectively). The stockholders’ deficit was $607,867 as of May 31, 2019 and $84,299 as of August 31, 2018.

There was $13,776 provided by operations in the nine months ended May 31, 2019 ($0 net cash provided through operating activities during the nine months period ended May 31, 2018, respectively), $13,776 used in investing activities during the nine months ended May 31, 2019 ($0 up to May 31, 2018) and $28,243 provided by financing activities during the nine months ended May 31, 2019 ($0 up to May 31, 2018). This resulted in an increase in cash of $28,243 during the nine months ended May 31, 2019 and no change during the nine months ended May 31, 2018, respectively).

Our director has verbally agreed to continue to loan the company funds for operating expenses in a limited scenario, but he has no legal obligation to do so.

There is limited historical financial information about us upon which to base an evaluation of our performance. We have meaningfully commenced business operations based upon the amount of revenue we have been able to generate. We are in start-up stage of operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable as we are currently considered a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our CEO and CFO, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this document. Based on the evaluation, they have concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures were not effective as of May 31, 2019 due to the material weaknesses as disclosed in the Company’s Annual Report on Form 10-K filed with the SEC.

Changes in Internal Control over Financial Reporting

Such officers also confirmed that there was no change in our internal control over financial reporting during the nine months ended May 31, 2019 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

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 or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

The following exhibits are included as part of this report by reference:

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.