Mirage Energy Corp - Quarter Report: 2016 January (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 January 31, 2016

or

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

For the transition period from ____________ to ________________

Commission file number: 333-199582

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).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

As of March 7, 2016 there were 8,333,346 shares of the issuer’s common stock, par value $0.001, outstanding.

 

BRIDGEWATER PLATFORMS INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2016

TABLE OF CONTENTS

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PART I – FINANCIAL INFORMATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's 10-K filed with the Securities and Exchange Commission on October 29, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending July 31, 2016.

BRIDGEWATER PLATFORMS INC.

INDEX TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

January 31, 2016

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

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

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Bridgewater Platforms Inc. (the "Company") is a Nevada corporation incorporated on May 6, 2014. It is based in Las Vegas, NV, USA, and the Company's fiscal year end is July 31.

On May 20, 2014, the Company incorporated its wholly owned Canadian subsidiary, Bridgewater Construction Ltd. in Etobicoke, Ontario.

The Company intends to develop a modular pool-covering system to install a secure platform each fall that can be walked on and used for whatever purpose the homeowner desires. Each platform will be custom-made from sturdy recycled materials, and when not in use, the company will come back each spring, dissemble, and store the platform at its own secure facility. To date, the Company's activities have been limited to provide construction service to local residents, its formation and the raising of equity capital.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States.

Basis of Consolidation

These financial statements include the accounts of the Company and its wholly-owned subsidiary, Bridgewater Construction Ltd., All material intercompany balances and transactions have been eliminated.

Reclassifications

The Company's consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.  These factors raise substantial doubt about its ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management's plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

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During the period ended January 31, 2016, the Company paid to a company owned by its shareholder for labor service and recorded as cost of goods sold of $3,433 and management fee of $5,651. There is no balance due to this shareholder at January 31, 2016.

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

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business - Risk Factors” section in our Prospectus on Form424B(2), as filed on February 24, 2015.  You should carefully review the risks described in in our Prospectus and in other documents we file from time to time with the Securities and Exchange Commission (“SEC”). You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company,” “Bridgwater,” “we,” “us,” or “our” are to Bridgewater Platforms Inc.

Corporate Overview

Bridgewater Platforms Inc. was incorporated in the State of Nevada on May 6, 2014.  Bridgewater Platforms Inc., incorporated a wholly owned subsidiary in the Province of Ontario, Canada on May 20, 2014, called Bridgewater Construction Ltd.  The company’s address is 78 Shorncliffe Road, Etobicoke, Ontario, Canada M8Z 5K5.  Our telephone number is 416-659-8907.

Bridgewater Platforms' wholly owned subsidiary, Bridgewater Construction Ltd. operates as a landscape design and construction services business.  The Company currently offers landscaping and minor construction services and intends to expand its business and to develop a new outdoor pool covering product and service that will help northern cold-climate homeowners solve the dilemma of what to do with their pools over the fall, winter, and spring months when pool use is not possible.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the period ended January 31, 2016, together with notes thereto, which are included in this report.

Results of Operations

The following table provides selected financial data about our company as of January 31, 2016 and July 31, 2015.

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Three months ended January 31, 2016 and 2015

The following table provides the results of operations for the three months ended January 31, 2016 and 2015:

For the three months ended January 31, 2016 and 2015, our revenues were $1,884 and $5,518, respectively; our cost of goods sold was $1,689 and $2,419, respectively; and our gross profit was $195 and $3,099, respectively.  The majority of the decrease in revenues was due to fewer projects incurred during the three months ended January 31, 2016 than 2015.

For the three months ended January 31, 2016 and 2015, our operating expenses were $16,532 and $7,727, respectively; our net operating loss was $16,157 and $4,628, respectively. Our operating expenses were primarily composed of professional fees related to regulatory filing requirements.

During the three months ended January 31, 2016, the Internal Revenue Service of the United State waived $10,000 penalty previous charged on late corporate tax filing of the Company’s subsidiary. This $10,000 was originally recorded as other expenses for the year ended July 31, 2015 and was recorded as income tax recovery during the period ended January 31, 2016.

For the three months ended January 31, 2016 and 2015, other comprehensive loss was $682 and $622, respectively and our total comprehensive loss was $7,906 and $5,250, respectively.

The following table provides the results of operations for the six months ended January 31, 2016 and 2015:

For the six months ended January 31, 2016 and 2015, our revenues were $19,661 and $8,849, respectively; our cost of goods sold was $17,168 and $3,729, respectively; and our gross profit was $2,493 and $5,120, respectively.  The majority of the increase in revenues was related to one landscaping project and the increase in cost of goods sold and gross profit was related to the increased revenue for that project.

For the six months ended January 31, 2016 and 2015, our operating expenses were $26,250 and $16,473, respectively; our net operating loss was $23,757 and $11,353, respectively. Our operating expenses were primarily composed of professional fees related to regulatory filing requirements.

For the six months ended January 31, 2016 and 2015, other comprehensive loss was $694 and $634, respectively and our total comprehensive loss was $15,518 and $11,987, respectively.

We anticipate that we will need $30,000 to fund the next 12 months of our operations. If we are unable to meet our needs for cash from either the cash flows from operations, money that we raise from our current offering or future financings, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.  We currently do not have sufficient funds to operate our business for the next 12 months.

As at January 31, 2016, our company’s cash balance was $8,913 compared to $26,253 as at July 31, 2015. The decrease in cash was primarily due to cash used in operating expenses.

As at January 31, 2016, our company had total liabilities of $10,228 compared with total liabilities of $12,050 as at July 31, 2015. The increase of accounts payable was offset by the decrease of tax payable. During the period ended January 31, 2016, the Internal Revenue Service of the United State waived $10,000 tax penalty payable previous levied on late corporate tax filing of the Company’s subsidiary.

As at January 31, 2016, our company had working capital deficiency of $1,315 compared with working capital of $14,203 as at July 31, 2015. The decrease in working capital was primarily attributed to increase of accounts payable.

Cash Flow from Operating Activities

During the period ended January 31, 2016 and 2015, our company used $16,646 and $1,571 in cash from operating activities, respectively.

Cash Flow from Investing Activities

During the period ended January 31, 2016 and 2015, our company used $nil cash for investing activities.

Cash Flow from Financing Activities

During the period ended January 31, 2016, our company used $nil cash in financing activities. During the period ended January 31, 2015, our company received $5,000 cash proceeds from the sale of our common stock.

Our auditors have issued a going concern opinion on our year-end consolidated financial statements ended July 31, 2015. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses.  This is because we have generated limited revenues and have limited operating history. There are no assurances that we will be able to obtain additional financing through either private placements, bank financing or other loans necessary to support our working capital requirements.  To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital.  No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us.

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4.  Controls and Procedures.

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report due to our limited member of officers and members of the Board of Directors.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended January 31, 2016, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

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.

Item 1A.  Risk Factors.

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

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

We did not issue unregistered equity securities during the quarter ended January 31, 2016.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

Not applicable.

Item 5.  Other Information.

None.

Item 6.  Exhibits.

 

*

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.