RIVEX TECHNOLOGY CORP. - Quarter Report: 2018 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

(702) 846-0808

(Registrant’s telephone number, including area code)

N/A

(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. x 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     x 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     x 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

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

RIVEX TECHNOLOGY CORP.

Balance Sheets

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

RIVEX TECHNOLOGY CORP.

Statements of Operations

(Unaudited)

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

RIVEX TECHNOLOGY CORP.

Statements of Stockholders’ Equity (Deficit)

(Unaudited)

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

RIVEX TECHNOLOGY CORP.

Statements of Cash Flows

(Unaudited)

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

RIVEX TECHNOLOGY CORP.

Notes to the Financial Statements

Nine Months Ended December 31, 2018

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

RIVEX TECHNOLOGY CORP. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on September 9, 2014. The company is in the business of development and sale of mobile games for the Apple and Android platforms. The Company’s principal offices are located at Rua da Moeda 19, Evora, Portugal 7000-513.

The Company has adopted March 31 fiscal year end.

On October 4, 2018, as a result of a private transaction, the control block of voting stock of the Company represented by 5,000,000 shares of common stock, has been transferred from Adrian Dario Rivera Tchernikov to Sungrow Ventures Limited, and a change of control of the Company has occurred.

Upon the change of control of the Company, the sole existing director and officer resigned immediately. Accordingly, Adrian Dario Rivera Tchernikov, serving as director and President, Treasurer and Secretary, ceased to be the Company’s director and officer. At the effective date of the transfer, Gabriel Dollente Diamaandal, assumed the role of director and Chief Executive Officer, President, Treasurer and Secretary of the Company.

The Company is currently evaluating its future strategic business plans.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”), which contemplate continuation of the Company as a going concern. As of December 31, 2018, the Company has an accumulated deficit from continued operations of $39,956 and an accumulated deficit from discontinued operations of $10,200. During the nine months ended December 31, 2018, the Company incurred net loss from continued operations of $20,879 and net loss from discontinued operations of $25,108. The Company has not completed its efforts to establish a stabilized 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 additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors to become financially viable and continue as a going concern. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended December 31, 2018 are not necessarily indicative of the results that may be expected for the year ending March 31, 2019. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2018 have been omitted. These interim financial statements are condensed and should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2018 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on June 13, 2018.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2018, the Company had no bank account and did not possess any cash.

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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current year presentation.

Depreciation, Amortization, and Capitalization

Computer Equipment Depreciation Policy

Computer equipment are stated at cost and depreciated on the straight-line method over the 3-year estimated useful life.

Computer equipment of $876 was written off upon the change of control of the Company on October 4, 2018, as the assets were returned to the previous owner.

Mobile game software

The company has developed a mobile game. The cost of development is $24,000 consisting of $15,000 software development cost, $2,000 game design cost, $6,000 animation development cost and $1,000 music development cost.

Game software of $24,000 was written off upon the change of control of the Company on October 4, 2018, as the assets were returned to the previous owner.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with the requirements of ASC 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information,

The carrying value of all assets and liabilities approximated their fair values as December 31, 2018 and March 31, 2018, respectively.

Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, using the following five-step procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met:

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As at December 31, 2018 and March 31, 2018, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Earnings (Loss) Per Share

Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of December 31, 2018 and March 31, 2018, there were no potentially dilutive debt or equity instruments issued or outstanding.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

During the nine months ended December 31, 2018, the Company’s former director advanced $5,250 to the Company and the Company has made a $286 repayment to him. As of December 31, 2018 and March 31, 2018, the amount due to the former director was $10,274 and $5,310, respectively. This advance was unsecured, non-interest bearing and due on demand.

NOTE 5 – DEFERRED REVENUE

The Company signed the application development agreement on September 21, 2017, and received a retainer of $9,800 on September 22, 2017, which is classified as deferred revenue. The revenue will be recognized after the completion of development of mobile application including development and testing on mobile devises and when the remaining $6,000 is received. The agreement provides for the application to be completed by August 31, 2018.

Upon the change of ownership on October 4, 2018, the development plan was abandoned.

NOTE 6 – COMMON STOCK

The Company has 75,000,000 authorized common shares at $0.001 par value.

As of December 31, 2018 and March 31, 2018, the Company had 6,180,000 shares issued and outstanding.

NOTE 7 – DISCONTINUED OPERATIONS

On October 4, 2018, upon the change of control, the Company abandoned the business of development and sale of mobile games and disposed the game software and computer equipment at their carrying value.

The net income and loss from the discontinued operations in the financial statements reflected the operation results from the mobile operations.

NOTE 8 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

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

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

General Overview

We were incorporated under the laws of the State of Nevada on September 9, 2014, to engage in the development and sale of mobile games for the Apple and Android platforms.

On October 4, 2018, as a result of a private transaction, the control block of voting stock of our company, represented by 5,000,000 shares of common stock, was transferred from Adrian Dario Rivera Tchernikov to Sungrow Ventures Limited, resulting in a change of control.

Upon the change of control of our company, our sole existing director and officer resigned immediately. Accordingly, Adrian Dario Rivera Tchernikov, serving as director and President, Treasurer and Secretary, ceased to be our company’s director and officer. At the effective date of the change of control, Gabriel Dollente Diamaandal, was appointed director, Chief Executive Officer, President, Treasurer and Secretary of our company.

Our address principal executive office is located at Rua da Moeda 19, Evora, Portugal 7000-513. We do not have any subsidiaries.

We do not have a corporate website.

We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

Our Current Business

We are in the business of developing and selling mobile games for the Apple and Android platforms.

Results of Operations

The following summary of our operations should be read in conjunction with our unaudited financial statements for the three and nine months ended December 31, 2018 and 2017.

Three months ended December 31, 2018 compared to three months ended December 31, 2017.

With the change of control on October 4, 2018, the Company abandoned the business of development and sale of mobile games and disposed the game software and computer equipment.

We had no revenue during the three months ended December 31, 2018 and three months ended December 31, 2017.

Operating expenses were $1,129 for the three months ended December 31, 2018, compared to $5,823 for the three months ended December 31, 2017.

We incurred a net loss from continued operations in the amount of $1,129 and $5,823 for the three months ended December 31, 2018 and 2017, respectively.

We incurred a net loss from discontinued operations in the amount of $24,876 and $116 for the three months ended December 31, 2018 and 2017, respectively.

Nine months ended December 31, 2018 compared to nine months ended December 31, 2017.

With the change of control on October 4, 2018, the Company abandoned the business of development and sale of mobile games and disposed the game software and computer equipment.

We had no revenue during the nine months ended December 31, 2018 and nine months ended December 31, 2017.

Operating expenses were $20,879 for the nine months ended December 31, 2018, compared to $15,189 for the nine months ended December 31, 2017.

We incurred a net loss from continued operations in the amount of $20,879 and $15,189 for the nine months ended December 31, 2018 and 2017, respectively.

We incurred a net loss from discontinued operations of $25,108 and recognized net income from discontinued operations of $15,024 for the nine months ended December 31, 2018 and 2017, respectively.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of December 31, 2018 and March 31, 2018, respectively.

Working Capital

Cash Flows

As at December 31, 2018 our Company had no cash and no assets. As at March 31, 2018, our company’s cash balance was $14,433 and total assets were $14,433

As at December 31, 2018, our company had total liabilities of $21,556, compared with total liabilities of $15,110 as at March 31, 2018.

As at December 31, 2018, our company had working capital deficiency of $21,556 compared with working capital deficiency of $677 as at March 31, 2018. The increase in working capital deficiency was primarily attributed to the decrease in cash and cash equivalents and the increase in advances from the former director.

Cash Flow from Operating Activities

During the nine months ended December 31, 2018, our company used $19,397 in cash from operating activities, compared to $11,229 cash provided by operating activities during the nine months ended December 31, 2017. The cash used from operating activities for the nine months ended December 31, 2018 was attributed to net loss from continuing operations of $20,879 and net loss from discontinued operations of $25,108, offset by loss on abandonment of assets of $24,876, depreciation expense of $232 and an increase in accounts payable and liabilities of $1,482. The cash provided by operating activities for the nine months ended December 31, 2018 was attributed to net loss from continuing operations of $15,189, offset by net income from discontinued operations of $15,024, depreciation expense of $176, an increase in accounts payable and accrued liabilities of $1,418 and an increase in deferred revenue of $9,800.

Cash Flow from Investing Activities

During the nine months ended December 31, 2018, our company had no investing activities, compared to $25,400 received from investing activities during the nine months ended December 31, 2017. The cash received from investing activities for the nine months ended December 31, 2017 was attributed to the acquisitions of game software of $24,000 and computer of $1,400.

Cash Flow from Financing Activities

Net cash received from financing activities was $4,964 for the nine months ended December 31, 2018 compared to net cash received from financing activities of $30,000 for the nine months ended December 31, 2017. The cash received from financing activities for the nine months ended December 31, 2018 was attributed to the net advances from the former director of $4,964. The cash received from financing activities for the nine months ended December 31, 2017 was attributed to the proceeds from sale of common stock of $26,600 and the net advances from the former director of $3,400.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

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

Evaluation of Disclosure Controls and Procedures

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, 2018. 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, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are included as part of this report:

_________

* Filed herewith.

** Furnished herewith.

SIGNATURES

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.