UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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For the Quarterly Period ended October 31, 2020April 30, 2021
OR
☐ |
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For the transition period from _____________ to _____________
Commission file number: 000-55690
MIRAGE ENERGY CORPORATION |
(Exact name of registrant as specified in its charter) |
Nevada | 33-1231170 | |
( jurisdiction of | (IRS Employer Identification No.) |
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(210) 858-3970
(Issuer’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 issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 at least the past 90 days. Yes ☒ 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 ☒ 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 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:
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ |
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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 by Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act: None
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: December 30, 2020September 24, 2021, there were 470,276,740479,674,365 shares of the Company’s common stock were issued and outstanding.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2020APRIL 30, 2021
TABLE OF CONTENTS
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3 | |||||
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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Unregistered Sales of Equity Securities and Use of Proceeds. |
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| Table of Contents |
PART I – FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements.
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 for the year ending July 31, 2020 filed with the Securities and Exchange Commission. 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, 2021.
| 3 |
| Table of Contents |
INDEX TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
October 31, 2020APRIL 30, 2021
| Page |
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Consolidated Balance Sheets as of |
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Notes to the Consolidated Interim Financial Statements (Unaudited) |
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| 4 |
| Table of Contents |
MIRAGE ENERGY CORPORATION |
Consolidated Balance Sheets |
|
| April 30, |
|
| July 31, |
| ||
|
| 2021 |
|
| 2020 |
| ||
|
| (Unaudited) |
|
|
| |||
ASSETS |
|
|
|
|
|
| ||
Current Assets |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 2,557 |
|
| $ | 166,941 |
|
Prepaid expenses |
|
| 14,324 |
|
|
| 9,559 |
|
Total Current Assets |
|
| 16,881 |
|
|
| 176,500 |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
| 263 |
|
|
| 1,449 |
|
|
|
|
|
|
|
|
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Other Assets |
|
|
|
|
|
|
|
|
Deposits |
|
| 6,921 |
|
|
| 6,921 |
|
Total Other Assets |
|
| 6,921 |
|
|
| 6,921 |
|
|
|
|
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TOTAL ASSETS |
| $ | 24,065 |
|
| $ | 184,870 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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|
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Current Liabilities |
|
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Accounts payable and accrued liabilities |
| $ | 997,337 |
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| $ | 836,290 |
|
Loan payable |
|
| 127,844 |
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|
| 127,844 |
|
Convertible debentures |
|
| 846,780 |
|
|
| 281,351 |
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Accrued salaries and payroll taxes, related parties |
|
| 1,812,564 |
|
|
| 1,795,071 |
|
Total Current Liabilities |
|
| 3,784,525 |
|
|
| 3,040,556 |
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Long-Term Liabilities |
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Loan payable |
|
| 1,637 |
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|
| 1,234 |
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TOTAL LIABILITIES |
|
| 3,786,162 |
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| 3,041,790 |
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STOCKHOLDERS’ DEFICIT |
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|
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Preferred stock, par value $0.001, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding as of April 30, 2021 and July 31, 2020 |
|
| 10,000 |
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|
| 10,000 |
|
Common stock, par value $0.001, 900,000,000 shares authorized, 470,518,407 shares issued and outstanding as of April 30, 2021; 462,730,684 shares issued and outstanding as of July 31, 2020 |
|
| 470,519 |
|
|
| 462,731 |
|
Stock subscription receivable |
|
| 0 |
|
|
| (20,000 | ) |
Additional paid-in capital |
|
| 11,337,699 |
|
|
| 8,597,401 |
|
Accumulated deficit |
|
| (15,580,215 | ) |
|
| (11,906,952 | ) |
Accumulated other comprehensive loss |
|
| (100 | ) |
|
| (100 | ) |
TOTAL STOCKHOLDERS’ DEFICIT |
|
| (3,762,097 | ) |
|
| (2,856,920 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 24,065 |
|
| $ | 184,870 |
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| Table of Contents |
MIRAGE ENERGY CORPORATION
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
|
| Three Months Ended |
|
| Nine Months Ended |
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| April 30, |
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| April 30, |
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|
| 2021 |
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| 2020 |
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| 2021 |
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| 2020 |
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OPERATING EXPENSES |
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General and administrative expenses |
| $ | 2,107,570 |
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| $ | 235,056 |
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| $ | 2,917,103 |
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| $ | 721,014 |
|
Professional fees |
|
| 16,624 |
|
|
| 13,717 |
|
|
| 37,194 |
|
|
| 69,563 |
|
Total Operating Expenses |
|
| 2,124,194 |
|
|
| 248,773 |
|
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| 2,954,297 |
|
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| 790,577 |
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LOSS BEFORE OPERATIONS |
|
| (2,124,194 | ) |
|
| (248,773 | ) |
|
| (2,954,297 | ) |
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| (790,577 | ) |
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OTHER EXPENSE / (INCOME) |
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Interest expense |
|
| 11,463 |
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| 26,586 |
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| 39,954 |
|
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| 69,630 |
|
Change in fair value of convertible debt |
|
| (215,071 | ) |
|
| 69,392 |
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|
| 514,012 |
|
|
| 678,739 |
|
Penalty on convertible debt |
|
| 26,750 |
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|
| 314,633 |
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|
| 165,000 |
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|
| 314,634 |
|
Total Other Expense/(Income) |
|
| (176,858 | ) |
|
| 410,611 |
|
|
| 718,966 |
|
|
| 1,063,003 |
|
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LOSS BEFORE INCOME TAXES |
|
| (1,947,336 | ) |
|
| (659,384 | ) |
|
| (3,673,263 | ) |
|
| (1,853,580 | ) |
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NET LOSS |
|
| (1,947,336 | ) |
|
| (659,384 | ) |
|
| (3,673,263 | ) |
|
| (1,853,580 | ) |
|
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TOTAL COMPREHENSIVE LOSS |
| $ | (1,947,336 | ) |
| $ | (659,384 | ) |
| $ | (3,673,263 | ) |
| $ | (1,853,580 | ) |
|
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|
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Basic and Diluted Loss per Common Share |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.01 | ) |
| $ | (0.00 | ) |
Basic and Diluted Weighted Average Common Shares Outstanding |
|
| 470,489,561 |
|
|
| 423,375,776 |
|
|
| 469,639,432 |
|
|
| 418,864,811 |
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-2 |
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MIRAGE ENERGY CORPORATION
Statement of Stockholders’ (Deficit)
(Unaudited)
|
| October 31, |
|
| July 31, |
| ||
|
| 2020 |
|
| 2020 |
| ||
|
| (Unaudited) |
|
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ASSETS |
|
|
|
|
|
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Current Assets |
|
|
|
|
|
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Cash and cash equivalents |
| $ | 168,824 |
|
| $ | 166,941 |
|
Prepaid expenses |
|
| 24,475 |
|
|
| 9,559 |
|
Total Current Assets |
|
| 193,299 |
|
|
| 176,500 |
|
|
|
|
|
|
|
|
|
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Property, plant and equipment, net |
|
| 1,054 |
|
|
| 1,449 |
|
|
|
|
|
|
|
|
|
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Other Assets |
|
|
|
|
|
|
|
|
Deposits |
|
| 6,921 |
|
|
| 6,921 |
|
Total Other Assets |
|
| 6,921 |
|
|
| 6,921 |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
| $ | 201,274 |
|
| $ | 184,870 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
| $ | 881,583 |
|
| $ | 836,290 |
|
Loan payable |
|
| 127,844 |
|
|
| 127,844 |
|
Convertible debentures |
|
| 297,531 |
|
|
| 281,351 |
|
Accrued salaries and payroll taxes, related parties |
|
| 1,801,458 |
|
|
| 1,795,071 |
|
Total Current Liabilities |
|
| 3,108,416 |
|
|
| 3,040,556 |
|
|
|
|
|
|
|
|
|
|
Long-Term Liabilities |
|
|
|
|
|
|
|
|
Loan payable |
|
| 963 |
|
|
| 1,234 |
|
TOTAL LIABILITIES |
|
| 3,109,379 |
|
|
| 3,041,790 |
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
Preferred stock, par value $0.001, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding as of October 31, 2020 and July 31, 2020 |
|
| 10,000 |
|
|
| 10,000 |
|
Common stock, par value $0.001, 900,000,000 shares authorized, 470,276,740 shares issued and outstanding as of October 31, 2020; 462,730,684 shares issued and outstanding as of July 31, 2020 |
|
| 470,277 |
|
|
| 462,731 |
|
Stock subscription receivable |
|
| - |
|
|
| (20,000 | ) |
Additional paid-in capital |
|
| 9,359,941 |
|
|
| 8,597,401 |
|
Accumulated deficit |
|
| (12,748,223 | ) |
|
| (11,906,952 | ) |
Accumulated other comprehensive loss |
|
| (100 | ) |
|
| (100 | ) |
TOTAL STOCKHOLDERS’ DEFICIT |
|
| (2,908,105 | ) |
|
| (2,856,920 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 201,274 |
|
| $ | 184,870 |
|
For the Nine Months Ended April 30, 2020
|
| Common Stock |
|
| Preferred Stock |
|
| Additional |
|
| Accumulated |
|
| Accumulated Other |
|
| Total |
| ||||||||||||||
|
| Number of Shares |
|
| Amount |
|
| Number of Shares |
|
| Amount |
|
| Paid-in Capital |
|
| Earnings (Deficit) |
|
| Comprehensive Loss |
|
| Stockholders (Deficit) |
| ||||||||
Balance - July 31, 2019 |
|
| 406,886,489 |
|
| $ | 406,886 |
|
|
| 10,000,000 |
|
| $ | 10,000 |
|
| $ | 2,986,180 |
|
| $ | (6,552,748 | ) |
| $ | (100 | ) |
| $ | (3,149,782 | ) |
Common shares issued for conversion of debt and interest |
|
| 4,830,016 |
|
|
| 4,830 |
|
|
| - |
|
|
| 0 |
|
|
| 347,761 |
|
|
| 0 |
|
|
| 0 |
|
|
| 352,591 |
|
Sale of common stock |
|
| 2,000,000 |
|
|
| 2,000 |
|
|
| - |
|
|
| 0 |
|
|
| 78,000 |
|
|
| 0 |
|
|
| 0 |
|
|
| 80,000 |
|
Common stock warrants issued and valued |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 6,595 |
|
|
| 0 |
|
|
| 0 |
|
|
| 6,595 |
|
Common shares issued for exercise of warrants |
|
| 3,696,973 |
|
|
| 3,697 |
|
|
| - |
|
|
| 0 |
|
|
| (3,697 | ) |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (427,157 | ) |
|
| 0 |
|
|
| (427,157 | ) |
Balance - October 31, 2019 |
|
| 417,413,478 |
|
| $ | 417,413 |
|
|
| 10,000,000 |
|
| $ | 10,000 |
|
| $ | 3,414,839 |
|
| $ | (6,979,905 | ) |
| $ | (100 | ) |
| $ | (3,137,753 | ) |
Sale of common stock |
|
| 4,200,000 |
|
|
| 4,200 |
|
|
| - |
|
|
| 0 |
|
|
| 142,800 |
|
|
| 0 |
|
|
| 0 |
|
|
| 147,000 |
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (767,039 | ) |
|
| 0 |
|
|
| (767,039 | ) |
Balance - January 31, 2020 |
|
| 421,613,478 |
|
| $ | 421,613 |
|
|
| 10,000,000 |
|
| $ | 10,000 |
|
| $ | 3,557,639 |
|
| $ | (7,746,944 | ) |
| $ | (100 | ) |
| $ | (3,757,792 | ) |
Sale of common stock |
|
| 3,083,334 |
|
|
| 3,084 |
|
|
| - |
|
|
| 0 |
|
|
| 181,916 |
|
|
| 0 |
|
|
| 0 |
|
|
| 185,000 |
|
Common shares issued for exercise of warrants |
|
| 4,109,828 |
|
|
| 4,109 |
|
|
| - |
|
|
| 0 |
|
|
| (4,109 | ) |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (659,384 | ) |
|
| 0 |
|
|
| (659,384 | ) |
Balance – April 30, 2020 |
|
| 428,806,640 |
|
| $ | 428,806 |
|
|
| 10,000,000 |
|
| $ | 10,000 |
|
| $ | 3,735,447 |
|
| $ | (8,406,328 | ) |
| $ | (100 | ) |
| $ | (4,232,176 | ) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| Table of Contents |
MIRAGE ENERGY CORPORATIONFor the Nine Months Ended April 30, 2021
Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
|
| Three Months Ended |
| |||||
|
| October 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
|
|
|
|
|
|
| ||
OPERATING EXPENSES |
|
|
|
|
|
| ||
General and administrative expenses |
| $ | 528,416 |
|
| $ | 262,975 |
|
Professional fees |
|
| 13,150 |
|
|
| 40,291 |
|
Total Operating Expenses |
|
| 541,566 |
|
|
| 303,266 |
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
|
| (541,566 | ) |
|
| (303,266 | ) |
|
|
|
|
|
|
|
|
|
OTHER EXPENSE |
|
|
|
|
|
|
|
|
Interest expense |
|
| 7,442 |
|
|
| 17,628 |
|
Loss on change in fair value of convertible debt |
|
| 292,263 |
|
|
| 106,263 |
|
Total Other Expense |
|
| 299,705 |
|
|
| 123,891 |
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
|
| (841,271 | ) |
|
| (427,157 | ) |
|
|
|
|
|
|
|
|
|
NET LOSS |
|
| (841,271 | ) |
|
| (427,157 | ) |
|
|
|
|
|
|
|
|
|
TOTAL COMPREHENSIVE LOSS |
| $ | (841,271 | ) |
| $ | (427,157 | ) |
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss per Common Share |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
Basic and Diluted Weighted Average Common Shares Outstanding |
|
| 468,104,075 |
|
|
| 411,501,009 |
|
|
| Common Stock |
|
| Preferred Stock |
|
|
|
|
| Additional |
|
|
|
| Accumulated Other |
|
| Total |
| ||||||||||||||||
|
| Number of Shares |
|
| Amount |
|
| Number of Shares |
|
| Amount |
|
| Stock Sub. Rec. |
|
| Paid-in Capital |
|
| Accumulated (Deficit) |
|
| Comprehensive Loss |
|
| Stockholders’ (Deficit) |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance - July 31, 2020 |
|
| 462,730,684 |
|
| $ | 462,731 |
|
|
| 10,000,000 |
|
| $ | 10,000 |
|
| $ | (20,000 | ) |
| $ | 8,597,401 |
|
| $ | (11,906,952 | ) |
| $ | (100 | ) |
| $ | (2,856,920 | ) |
Common shares issued for conversion of debt and interest |
|
| 2,564,695 |
|
|
| 2,565 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 500,884 |
|
|
| - |
|
|
| 0 |
|
|
| 503,449 |
|
Restricted shares issued for consulting services and fees |
|
| 1,246,250 |
|
|
| 1,246 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 285,391 |
|
|
| - |
|
|
| 0 |
|
|
| 286,637 |
|
Common shares issued for exercise of warrants |
|
| 4,235,111 |
|
|
| 4,235 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (4,235 | ) |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
Common shares cancelled |
|
| (500,000 | ) |
|
| (500 | ) |
|
| - |
|
|
| 0 |
|
|
| 20,000 |
|
|
| (19,500 | ) |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| (841,271 | ) |
|
| 0 |
|
|
| (841,271 | ) |
Balance - October 31, 2020 |
|
| 470,276,740 |
|
| $ | 470,277 |
|
|
| 10,000,000 |
|
| $ | 10,000 |
|
| $ | 0 |
|
| $ | 9,359,941 |
|
| $ | (12,748,223 | ) |
| $ | (100 | ) |
| $ | (2,908,105 | ) |
Restricted shares issued for services and fees |
|
| 200,000 |
|
|
| 200 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 67,800 |
|
|
| - |
|
|
|
|
|
|
| 68,000 |
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
| (884,656 | ) |
|
|
|
|
|
| (884,656 | ) |
Balance - January 31, 2021 |
|
| 470,476,740 |
|
| $ | 470,477 |
|
|
| 10,000,000 |
|
| $ | 10,000 |
|
| $ | 0 |
|
| $ | 9,427,741 |
|
| $ | (13,632,879 | ) |
| $ | (100 | ) |
| $ | (3,724,761 | ) |
Sale of common stock |
|
| 41,667 |
|
|
| 42 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 9,958 |
|
|
| - |
|
|
| 0 |
|
|
| 10,000 |
|
CEO gifted shares treated as returned to the company (5,000,000) |
|
| (5,000,000 | ) |
|
| (5,000 | ) |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 5,000 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
Gifted shares treated as issued by the company 5,000,000 |
|
| 5,000,000 |
|
|
| 5,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,895,000 |
|
|
| - |
|
|
| 0 |
|
|
| 1,900,000 |
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| (1,947,336 | ) |
|
| 0 |
|
|
| (1,947,336 | ) |
Balance – April 30, 2021 |
|
| 470,518,407 |
|
| $ | 470,519 |
|
|
| 10,000,000 |
|
| $ | 10,000 |
|
|
| 0 |
|
| $ | 11,337,699 |
|
| $ | (15,580,215 | ) |
| $ | (100 | ) |
| $ | (3,762,097 | ) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| Table of Contents |
Statement of Stockholders’ (Deficit)
(Unaudited)
For the Three Months Ended October 31, 2019
|
| Common Stock |
|
| Preferred Stock |
|
| Additional |
|
| Accumulated |
|
| Accumulated Other |
|
| Total |
| ||||||||||||||
|
| Number of Shares |
|
| Amount |
|
| Number of Shares |
|
| Amount |
|
| Paid-in Capital |
|
| Earnings Deficit) |
|
| Comprehensive Loss |
|
| Stockholders’ (Deficit) |
| ||||||||
Balance - July 31, 2019 |
|
| 406,886,489 |
|
| $ | 406,886 |
|
|
| 10,000,000 |
|
| $ | 10,000 |
|
| $ | 2,986,180 |
|
| $ | (6,552,748 | ) |
| $ | (100 | ) |
| $ | (3,149,782 | ) |
Common shares issued for conversion of debt and interest |
|
| 4,830,016 |
|
|
| 4,830 |
|
|
| - |
|
|
| - |
|
|
| 347,761 |
|
|
| - |
|
|
| - |
|
|
| 352,591 |
|
Sale of common stock |
|
| 2,000,000 |
|
|
| 2,000 |
|
|
| - |
|
|
| - |
|
|
| 78,000 |
|
|
| - |
|
|
| - |
|
|
| 80,000 |
|
Common stock warrants issued and valued |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 6,595 |
|
|
| - |
|
|
| - |
|
|
| 6,595 |
|
Common shares issued for exercise of warrants |
|
| 3,696,973 |
|
|
| 3,697 |
|
|
| - |
|
|
| - |
|
|
| (3,697 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (427,157 | ) |
|
| - |
|
|
| (427,157 | ) |
Balance - October 31, 2019 |
|
| 417,413,478 |
|
| $ | 417,413 |
|
|
| 10,000,000 |
|
| $ | 10,000 |
|
| $ | 3,414,839 |
|
| $ | (6,979,905 | ) |
| $ | (100 | ) |
| $ | (3,137,753 | ) |
.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
For the Three Months Ended October 31, 2020
|
| Common Stock |
|
| Preferred Stock |
|
|
|
| Additional |
|
|
|
|
| Accumulated Other |
|
| Total |
| ||||||||||||||||
|
| Number of Shares |
|
| Amount |
|
| Number of Shares |
|
| Amount |
|
| Stock Sub. Rec. |
|
| Paid-in Capital |
|
| Accumulated (Deficit) |
|
| Comprehensive Loss |
|
| Stockholders’ (Deficit) |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance - July 31, 2020 |
|
| 462,730,684 |
|
| $ | 462,731 |
|
|
| 10,000,000 |
|
| $ | 10,000 |
|
| $ | (20,000 | ) |
| $ | 8,597,401 |
|
| $ | (11,906,952 | ) |
| $ | (100 | ) |
| $ | (2,856,920 | ) |
Common shares issued for conversion of debt and interest |
|
| 2,564,695 |
|
|
| 2,565 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 500,884 |
|
|
| - |
|
|
| - |
|
|
| 503,449 |
|
Restricted shares issued for consulting services and fees |
|
| 1,246,250 |
|
|
| 1,246 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 285,391 |
|
|
| - |
|
|
| - |
|
|
| 286,637 |
|
Common shares issued for exercise of warrants |
|
| 4,235,111 |
|
|
| 4,235 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (4,235 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
Common shares cancelled |
|
| (500,000 | ) |
|
| (500 | ) |
|
| - |
|
|
| - |
|
|
| 20,000 |
|
|
| (19,500 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (841,271 | ) |
|
| - |
|
|
| (841,271 | ) |
Balance - October 31, 2020 |
|
| 470,276,740 |
|
| $ | 470,277 |
|
|
| 10,000,000 |
|
| $ | 10,000 |
|
| $ | - |
|
| $ | 9,359,941 |
|
| $ | (12,748,223 | ) |
| $ | (100 | ) |
| $ | (2,908,105 | ) |
.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Consolidated Statement of Cash Flows
(Unaudited)
|
| Three Months Ended |
| |||||
|
| October 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
| ||
Net loss |
| $ | (841,271 | ) |
| $ | (427,157 | ) |
Adjustments to reconcile net (loss) to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation expense |
|
| 395 |
|
|
| 395 |
|
Financing fees |
|
| 6,500 |
|
|
| 32,648 |
|
Loss on change in fair value of convertible debt |
|
| 292,263 |
|
|
| 106,263 |
|
Expenses paid by shareholder |
|
| 5,048 |
|
|
| 8,575 |
|
Issuance of stock for services and fees |
|
| 286,637 |
|
|
| - |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Prepaid expenses |
|
| (14,916 | ) |
|
| (2,035 | ) |
Accounts payable |
|
| 45,021 |
|
|
| 58,088 |
|
Accrued expenses |
|
| 5,867 |
|
|
| 5,250 |
|
Accrued salaries and payroll taxes, related parties |
|
| 6,387 |
|
|
| (9,061 | ) |
Net cash (used) in operating activities |
|
| (208,069 | ) |
|
| (227,034 | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from loan, related party |
|
| - |
|
|
| 1,000 |
|
Repayments of loan, related party |
|
| (5,048 | ) |
|
| (9,575 | ) |
Proceeds from sale of common stock |
|
| - |
|
|
| 80,000 |
|
Proceeds from sale of convertible debt |
|
| 215,000 |
|
|
| 297,500 |
|
Net cash provided by financing activities |
|
| 209,952 |
|
|
| 368,925 |
|
|
|
|
|
|
|
|
|
|
Net increase in cash |
|
| 1,883 |
|
|
| 141,891 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents - beginning of period |
|
| 166,941 |
|
|
| 70,456 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents - end of period |
| $ | 168,824 |
|
| $ | 212,347 |
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Disclosures |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ | 591 |
|
| $ | 134 |
|
|
|
|
|
|
|
|
|
|
Supplemental Non-Cash Activity Disclosures |
|
|
|
|
|
|
|
|
Stock issued for convertible interest |
| $ | 33,235 |
|
| $ | 31,778 |
|
Stock issued for convertible debt |
| $ | 470,214 |
|
| $ | 320,813 |
|
Cashless exercise of warrants |
| $ | 4,235 |
|
| $ | 3,697 |
|
Stock cancellation of stock subscription |
| $ | (20,000 | ) |
| $ | - |
|
|
| Nine Months Ended |
| |||||
|
| April 30, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
| ||
Net loss |
| $ | (3,673,263 | ) |
| $ | (1,853,580 | ) |
Adjustments to reconcile net (loss) to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation expense |
|
| 1,186 |
|
|
| 1,186 |
|
Financing fees |
|
| 17,000 |
|
|
| 35,947 |
|
Loss on change in fair value of convertible debt |
|
| 514,012 |
|
|
| 678,739 |
|
Penalty on convertible debt |
|
| 165,000 |
|
|
| 314,634 |
|
Expenses paid by shareholder |
|
| 14,524 |
|
|
| 16,611 |
|
Issuance of stock for services and fees |
|
| 2,254,637 |
|
|
| 0 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Prepaid expenses |
|
| (4,765 | ) |
|
| (6,578 | ) |
Accounts payable |
|
| 161,449 |
|
|
| 198,896 |
|
Accrued expenses |
|
| 5,867 |
|
|
| 5,250 |
|
Accrued salaries and payroll taxes, related parties |
|
| 17,493 |
|
|
| (79,144 | ) |
Net cash (used) in operating activities |
|
| (526,860 | ) |
|
| (688,039 | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from loan, related party |
|
| 0 |
|
|
| 1,000 |
|
Repayments of loan, related party |
|
| (14,524 | ) |
|
| (17,611 | ) |
Proceeds from sale of common stock |
| 10,000 |
|
|
| 412,000 |
| |
Proceeds from sale of convertible debt |
|
| 367,000 |
|
|
| 297,500 |
|
Net cash provided by financing activities |
|
| 362,476 |
|
|
| 692,889 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
| (164,384 | ) |
|
| 4,850 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents - beginning of period |
|
| 166,941 |
|
|
| 70,456 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents - end of period |
| $ | 2,557 |
|
| $ | 75,306 |
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Disclosures |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ | 2,162 |
|
| $ | 1,199 |
|
|
|
|
|
|
|
|
|
|
Supplemental Non-Cash Activity Disclosures |
|
|
|
|
|
|
|
|
Stock issued for convertible interest |
| $ | 33,235 |
|
| $ | 31,778 |
|
Stock issued for convertible debt |
| $ | 470,214 |
|
| $ | 320,813 |
|
Cashless exercise of warrants |
| $ | 4,235 |
|
| $ | 7,806 |
|
Stock cancellation of stock subscription |
| $ | 20,000 |
|
| $ | 0 |
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| Table of Contents |
Notes to the Consolidated Interim Financial Statements
October 31, 2020April 30, 2021
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Mirage Energy Corporation (formerly Bridgewater Platforms Inc.) (the “Company”) is a Nevada corporation incorporated on May 6, 2014. On May 20, 2014, the Company incorporated a Canadian subsidiary known as Bridgewater Construction Ltd. in Ontario in association with its construction business. Mirage Energy Corporation is based at 900 Isom Rd Suite 306, San Antonio, TX 78216. The Company’s fiscal year end is July 31.
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.
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. These interim consolidated financial statements 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 November 19, 2020.
Net Income (Loss) Per Share of Common Stock
The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to convertible debt, stock options and warrants for each year. In the period of net loss, diluted EPS calculation is not deemed necessary as the effect would be anti-dilutive.
As of October 31, 2020April 30, 2021 and July 31, 2020, the Company has convertible notes with a total base principal of $239,000$401,500 and $100,500, respectively, which become convertible in 180 days. There is a potential for 2,025,7561,908,298 shares if the principal of $239,000$401,500 were converted at October 31, 2020.April 30, 2021. These notes will have a dilutive effect on common stock for the three monthsquarter ended October 31, 2020.April 30, 2021. The Company has 10,000,000 shares of Mirage’s Series A Preferred Stock which possess 20 votes per share and are convertible into 200,000,000 common shares. As of October 31, 2020,April 30, 2021, the Company no longer has any outstanding common stock purchase warrants.
Basis of Consolidation
These financial statements include the accounts of the Company and its wholly owned subsidiaries, 4Ward Resources, Inc., Cenote Energy, S. de R.L. de C.V., WPF Transmission, Inc., and WPF Mexico Pipelines, S. de R.L. de C.V. All material intercompany balances and transactions have been eliminated.
| Table of Contents |
Financial Instruments
The Company’s notes that have become convertible are subject to ASC Topic 480, “Distinguishing Liabilities from Equity,” as the debt is a mostly fixed amount to be settled with a variable number of shares.
Recent Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company has reviewed these provisions and will apply to the fiscal year which begins August 1, 2021, as we follow the private company effective dates as an Emerging Growth Company which have been extended due to COVID-19.
NOTE 3 - GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had a net loss of $841,271$3,673,263 and had net cash used in operations of $208,069$526,860 for the threenine months ended October 31, 2020April 30, 2021 and had an accumulated deficit and working capital deficit of $12,748,223$15,580,215 and $2,915,117$3,767,644 at that date. 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. 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 may include, but not be limited to: sales of equity instruments; traditional financing, such as loans; sale of participation interests 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.
There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 - DEBT
As of October 31, 2020, there were noApril 30, 2021, the number of shares of common stock that couldcan be issued for convertible debt are 1,908,298, of which 600,512 have not been converted as shown in Note 9 - Subsequent Events as the notes were not convertible at October 31, 2020. of this filing date.
For the threenine months ended October 31, 2020,April 30, 2021, the Company received proceeds of $215,000$367,000 from convertible notes, which was net of $6,000$17,000 in fees deducted and converted $503,449 of convertible notes and interest. There was a $292,263$514,012 loss on change in fair value of convertible debt in total.
For the year ended July 31, 2020, the Company received proceeds of $297,500 from convertible notes, which was net of $30,500 in fees deducted and converted $4,921,471 of convertible notes and interest. There was a $3,991,040 loss on change in fair value of convertible debt in total.
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A summary of debt at October 31, 2020April 30, 2021 and July 31, 2020 is as follows:
|
| October 31, |
|
| July 31, |
| ||
|
| 2020 |
|
| 2020 |
| ||
Note, unsecured interest bearing at 2% per annum, due July 9, 2020 |
| $ | 50,000 |
|
| $ | 50,000 |
|
Note, unsecured interest bearing at 7.5% per annum, due April 15, 2018. This was an accounts payable bill that was converted to a loan as per Note 9 Commitments and Contingencies. This note is now in default as of April 16, 2018 and has a default interest of 17.5%. |
|
| 77,844 |
|
|
| 77,844 |
|
Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 12, 2018 in the amount of $18,000 with fees of $0 and cash proceeds of $18,000 which was paid directly to the vendor in the year ended July 31, 2018, convertible at December 9, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of March 30, 2019. This note became convertible on December 9, 2018. This note defaulted on November 14, 2018 and a default penalty of $9,000 was added to the note for a total of $27,000 and incurred default interest rate of 22%. The convertible note had a net change in fair value of $7,157. |
|
| 76,531 |
|
|
| 69,374 |
|
Convertible debenture, unsecured, interest bearing at 8% per annum, issued September 12, 2019 in the amount of $82,500 with fees of $9,500 and cash proceeds of $73,000, convertible at March 10, 2020 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of July 12, 2020. This note was convertible on March 10, 2020. The note defaulted on November 16, 2019 and a default penalty of $83,692 was added to the note and incurred default interest rate of 24%. The convertible note had a net change in fair value of $285,106. |
|
| - |
|
|
| 211,977 |
|
Convertible debenture, unsecured, interest bearing at 10% per annum, issued September 21, 2020 in the amount of $153,000 with fees of $3,000 and cash proceeds of $150,000, convertible at March 20, 2021 with conversion price at a discount rate of 39% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of July 21, 2021. |
|
| 153,000 |
|
|
| - |
|
Convertible debenture, unsecured, interest bearing at 10% per annum, issued October 12, 2020 in the amount of $68,000 with fees of $3,000 and cash proceeds of $65,000, convertible at April 10, 2021 with conversion price at a discount rate of 39% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of August 12, 2021. |
|
| 68,000 |
|
|
| - |
|
Remaining unpaid portion due AT&T regarding cell phone installments |
|
| 963 |
|
|
| 1,234 |
|
Total Debt |
|
| 426,338 |
|
|
| 410,429 |
|
Less: Current Maturities |
|
| 425,375 |
|
|
| 409,195 |
|
Total Long-Term Debt |
| $ | 963 |
|
| $ | 1,234 |
|
|
| April 30, |
|
| July 31, |
| ||
|
| 2021 |
|
| 2020 |
| ||
Note, unsecured interest bearing at 2% per annum, due July 9, 2020 |
| $ | 50,000 |
|
| $ | 50,000 |
|
Note, unsecured interest bearing at 7.5% per annum, due April 15, 2018. This was an accounts payable bill that was converted to a loan as per Note 7 Commitments and Contingencies. This note is now in default as of April 16, 2018 and has a default interest of 17.5%. |
|
| 77,844 |
|
|
| 77,844 |
|
Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 12, 2018 in the amount of $18,000 with fees of $0 and cash proceeds of $18,000 which was paid directly to the vendor in the year ended July 31, 2018, convertible at December 9, 2018 with conversion price at a discount rate of 45% of market price which is the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of March 30, 2019. This note became convertible on December 9, 2018. This note defaulted on November 14, 2018 and a default penalty of $9,000 was added to the note for a total of $27,000 and incurred default interest rate of 22%. The convertible note had a net gain on change in fair value of $24,122. |
|
| 45,252 |
|
|
| 69,374 |
|
Convertible debenture, unsecured, interest bearing at 8% per annum, issued September 12, 2019 in the amount of $82,500 with fees of $9,500 and cash proceeds of $73,000, convertible at March 10, 2020 with conversion price at a discount rate of 45% of market price which is the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of July 12, 2020. This note was convertible on March 10, 2020. The note defaulted on November 16, 2019 and a default penalty of $83,692 was added to the note and incurred default interest rate of 24%. At time of conversion in August 2020, it was determined no default was added. During the month of August 2020, $82,500 of this debt plus $5,867 in interest was converted and the Company issued 2,564,695 shares of common stock with a fair value of $470,214 for the debt and a fair value of $33,235 for the interest totaling $503,449. The convertible note had a loss in net change in fair value of $257,737. |
|
| 0 |
|
|
| 211,977 |
|
Convertible debenture, unsecured, interest bearing at 10% per annum, issued September 21, 2020 in the amount of $153,000 with fees of $3,000 and cash proceeds of $150,000, convertible at March 20, 2021 with conversion price at a discount rate of 39% of market price which is the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of July 21, 2021. This note defaulted on November 4, 2020 and a default penalty of $76,500 was added to the note for a total of $229,500. The note became immediately convertible. The convertible note had a loss in net change in fair value of $117,313. |
|
| 346,813 |
|
|
| 0 |
|
Convertible debenture, unsecured, interest bearing at 10% per annum, issued October 12, 2020 in the amount of $68,000 with fees of $3,000 and cash proceeds of $65,000, convertible at April 10, 2021 with conversion price at a discount rate of 39% of market price which is the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of August 12, 2021. This note defaulted on November 4, 2020 and a default penalty of $34,000 was added to the note for a total of $102,000. The note became immediately convertible. The convertible note had a loss in net change in fair value of $52,139. |
|
| 154,139 |
|
|
| 0 |
|
Convertible debenture, unsecured, interest bearing at 10% per annum, issued December 9, 2020 in the amount of $55,500 with fees of $3,500 and cash proceeds of $52,000, convertible at June 7, 2021 with conversion price at a discount rate of 39% of market price which is the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of September 9, 2021. This note defaulted on December 21, 2020 and a default penalty of $27,750 was added to the note for a total of $83,250. The note became immediately convertible. The convertible note had a loss in net change in fair value of $42,555. |
|
| 125,805 |
|
|
| 0 |
|
Convertible debenture, unsecured, interest bearing at 10% per annum, issued January 12, 2021 in the amount of $53,500 with fees of $3,500 and cash proceeds of $50,000, convertible at July 11, 2021 with conversion price at a discount rate of 39% of market price which is the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of November 12, 2021. This note defaulted on March 23, 2021 and a default penalty of $26,750 was added to the note for a total of $80,250. The note became immediately convertible. The convertible note had a loss in net change in fair value of $41,021. |
|
| 121,271 |
|
|
| 0 |
|
Convertible debenture, unsecured, interest bearing at 10% per annum, issued March 9, 2021 in the amount of $53,500 with fees of $3,500 and cash proceeds of $50,000, convertible at July 11, 2021 with conversion price at a discount rate of 39% of market price which is the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of January 9, 2022. |
|
| 53,500 |
|
|
| 0 |
|
Remaining unpaid portion due AT&T regarding cell phone installments |
|
| 1,637 |
|
|
| 1,234 |
|
Total Debt |
|
| 976,261 |
|
|
| 410,429 |
|
Less: Current Maturities |
|
| 974,624 |
|
|
| 409,195 |
|
Total Long-Term Debt |
| $ | 1,637 |
|
| $ | 1,234 |
|
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NOTE 5 - RELATED PARTY TRANSACTIONS
As of October 31, 2020,April 30, 2021, the CEO and two other members of management and one other employee had earned accrued unpaid salary in the amount of $1,733,019.$1,738,748. Accrued salaries of $1,733,019$1,738,748 combined with accrued payroll taxes of $68,439$73,816 for a total accrued related party salaries and payroll tax of $1,801,458$1,812,564 for the period from June 2015 until October 31, 2020.April 30, 2021.
Also, Mr. Michael Ward, President, was owed $5,048$14,524 for monies outlaid on behalf of the Company which was netted for $5,048$14,524 in payments received leaving a net due Mr. Ward of $0 at October 31, 2020.April 30, 2021. During the year ended July 31, 2020, Mr. Michael Ward, President, provided $10,100 directly to the Company during the year with an additional $29,642 owed for monies outlaid on behalf of the Company for a total loan amount of $39,742 which was netted for $39,742 in payments received leaving a net due to Mr. Ward of $0 at July 31, 2020.
In March 2021, the CEO gifted four individuals 5,000,000 of his personal shares of the Company. These shares have been accounted for as if they were returned to the company by the CEO and reissued by the Company to the individuals at their fair value of $1,900,000.
NOTE 6 - LEASES
On June 9, 2016, the Company entered into a Lease Agreement for its San Antonio, Texas office lease location. The Lease Period was for three (3) years beginning July 1, 2016. On July 1, 2019, the Company entered into a First Amendment to Lease Agreement at same location. The landlord continues to hold $6,921 as security which is to be returned at the end of the new lease. The new Lease Period is three (3) years beginning July 1, 2019. The Company shall pay as additional rent all other sums of money as shall become due and payable by them under this Lease. To date after thirteen (13)twenty-five (25) months of this thirty-six (36) month lease, no such additional charges have been made. The Company has incurred rent expense in the amount of $56,604$65,203 and $84,906 for the threenine months ended October 31, 2020April 30, 2021 and for the year ended July 31, 2020, respectively. Below is the schedule of rent for the remaining Lease term as of October 31, 2020.April 30, 2021.
Year Ending |
| Amount |
| |
July 31, 2021 |
| $ | 56,604 |
|
July 31, 2022 |
|
| 84,906 |
|
|
|
|
|
|
Total Remaining Base Rent |
| $ | 141,510 |
|
Year Ending |
| Amount |
| |
July 31, 2021 |
| $ | 21,226 |
|
July 31, 2022 |
|
| 84,906 |
|
|
|
|
|
|
Total Remaining Base Rent |
| $ | 106,132 |
|
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company committed to eighteen (18) months of Acquisition of Pipeline Rights of Way to Marcos y Asociados with a total amount of $77,844 which was due April 15, 2018 and not paid as of October 31, 2020.April 30, 2021. Interest will continue accruing after October 31, 2020April 30, 2021 until it is paid.
From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company’s financial position or results of operations.
| F-9 |
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NOTE 8 - EQUITY
During the threenine months ended October 31, 2020,April 30, 2021, the Company issued 2,564,695 shares of common stock for conversion of a convertible note totaling $82,500 with a fair value of $470,214 for the debt and a fair value of $33,236$33,235 for the interest totaling $503,449.
Also, the Company issued a total of 4,235,111 shares of common stock as a cashless exercise of common stock warrants. On August 24, 2020, Crown Bridge Partners, LLC exercised the right to purchase 4,235,111 shares of common stock, respectively, per the Common Stock Warrants that were issued with the November 13, 2018 note.
For the threenine months ended October 31, 2020,April 30, 2021, the Company entered into agreementagreements for 1,246,2501,446,250 shares of common stock as fee compensation to consultants in the amount of $286,637. $286,637 and to directors in the amount of $68,000.
For the threenine months ended October 31, 2020,April 30, 2021, the Company had a cancellation of stock subscription of 500,000 shares totaling $20,000.
For the nine months ended April 30, 2021, the Company offered and sold 41,667 shares of common stock valued at $0.24 per share for $10,000.
NOTE 9 - SUBSEQUENT EVENTS
The Company evaluated events occurring subsequent to October 31, 2020,after April 30, 2021, identifying those that are required to be disclosed as follows:
On December 9, 2020,In May 2021, the Company entered into a Securities Purchase Agreement withoffered and sold 4,050,000 shares of common stock at $0.10 per share for $405,000.
In June 2021, Power Up Lending Group Ltd. to issue a convertible noteLtd converted principal in the principal amount of $55,000, with unsecured, interest bearing$237,150 of the $153,000 note issued September 21, 2020 for 2,355,015 shares of common stock.
In June 2021, Power Up Lending Group Ltd converted principal in the amount of $105,400 of the $68,000 note issued October 12, 2020 for 1,046,673 shares of common stock.
In June 2021, Power Up Lending Group Ltd converted principal in the amount of $86,025 of the $55,500 note issued December 9, 2020 for 854,270 shares of common stock.
In August 2021, the Company offered and sold 437,500 shares of common stock at 10%$0.08 per annumshare for $35,000.
In September 2021, the Company offered and a maturity datesold 475,000 shares of September 9, 2021.common stock at $0.08 per share for $38,000 but 62,500 shares have not yet been issued as of this filing date.
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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 certain forward-looking statements. 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 “Current Business” and “Risk Factors” sections in our 10-K for the year ended July 31, 2020, as filed on November 19, 2020. You should carefully review the risks described in our 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,” “Mirage Energy,” “we,” “us,” or “our” are to Mirage Energy Corporation (formerly Bridgewater Platforms Inc.)
Corporate Overview
Company’s Plans
The Company has proposed to develop an integrated natural gas pipeline system in Texas and Mexico. The purpose of these pipelines will transport and store natural gas in an underground natural gas storage facility, which the Company proposes to permit and develop in northern Mexico. The Company believes that it has made substantial progress toward these goals with its preliminary projectcompleted the design and engineering designs and high-level meetings withwork which was presented to the representatives of various Mexican regulatory agencies.
On June 11, 2020, the Company received a financing Term Sheet from Bluebell International, LLC (BBI) for $4 Billion plus an interest reserve and payment of Closing Costs. The equity would split with Mirage owning 25% after closing. Mirage would have no payment obligation regarding any of the $4 Billion loan. Mirage would be responsible for construction and after construction management.
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The Projects which will be initially developed include:
|
| Mirage 1 - Burgos Hub Storage & Gas Pipeline (natural gas) |
|
| “Brasil Field” is the gas storage facility “Concho Line” “Progreso Line” “Progreso Crossing” “Storage Line” (pipeline running from |
|
| Mirage 2 - 48-inch Pipeline Rehabilitation (natural gas) |
Pipeline running from Reynosa, Mexico to Nuevo |
|
|
| Mirage 3 - 30-inch and 48-inch Pipeline Rehabilitation (crude oil) | |
|
| Bi-directional transport of crude oil across the Tehuantepec Isthmus of Mexico |
BBI is completinghas completed its Due Diligence activities prior to a Final Closing.
Discussion and Analysis of Financial Condition and Results of Operations
Revenues
Three month period ended October 31, 2020April 30, 2021
For the three (3) month period ended October 31,April 30, 2021, we generated no revenue and incurred a net loss of $1,947,336.
Our net loss of $1,947,336 for the three (3) month period ended April 30, 2021 was the result of operating expenses of $2,107,570, interest expense of $11,463, gain from change in fair market value convertible debt of $215,071 and penalty on convertible debt of $26,750. Our operating expenses consisted of $2,124,194 in general and administrative expenses and $16,624 in professional fees.
Three month period ended April 30, 2020
For the three (3) month period ended April 30, 2020, we generated no revenue and incurred a net loss of $841,271.$659,384.
Our net loss of $841,271$659,384 for the three (3) month period ended October 31,April 30, 2020 was the result of operating expenses of $541,566,$248,773, interest expense of $7,442 and$26,586, fair market value interest expense of $292,263.$69,392 and penalty on convertible debt of $314,633. Our operating expenses consisted of $528,416$235,056 in general and administrative expenses, and $13,150 in professional fees.
Three month period ended October 31, 2019
For the three (3) month period ended October 31, 2019, we generated no revenue and incurred a net loss of $427,157.
Our net loss of $427,157 for the three (3) month period ended October 31, 2019 was the result of operating expenses of $303,266 and other expense (comprised of interest expense and change in fair value of convertible debt) of $123,891. Our operating expenses consisted of $262,975 in general and administrative expenses, and $40,291$13,717 in professional fees.
Costs and Expenses
Our primary costs going forward are related to travel, professional fees, legal fees, financing fees and salaries and related payroll taxes associated with our proposed pipeline and natural gas storage activities in Mexico.Mexico and Texas.
| Table of Contents |
Three month period ended October 31,April 30, 2021 and 2020 and 2019
For the three (3) months ended October 31, 2020,April 30, 2021, we had $541,566$2,107,570 in general and administrative expenses compared to $303,266$235,056 in general and administrative expenses for the three (3) months ended October 31, 2019.April 30, 2020. The $238,300$1,872,514 increase in general and administrative expenses was primarily the result of an increase in consulting,advisory fees, a decrease in financing fees andcomputer internet expense, a decrease in office expenses, an increase in changefinancing fees, a decrease in fair value of convertible debenturestelephone expenses and a decrease in travel and entertainment expenses during the three (3) months ended October 31, 2020.April 30, 2021.
The professional fees for the three (3) months ending October 31,April 30, 2021 and April 30, 2020 were $16,624 and October 31, 2019 were $13,150 and $40,291,$13,717, respectively. The $27,141 decrease$2,907 increase was primarily related to an increase in audit fees, decrease in audit fees.legal fees, and increase in tax preparation.
The executive compensation for the three (3) months ending October 31,April 30, 2021 and April 30, 2020 and October 31, 2019 was $92,000 and $92,000, respectively. No change was due to the same executives employed at the same compensation during both periods.
Nine month period ended April 30, 2021 and 2020
For the nine (9) months ended April 30, 2021, we had $2,917,103 in general and administrative expenses compared to $721,014 in general and administrative expenses for the nine (9) months ended April 30, 2020. The $2,196,089 increase in general and administrative expenses was primarily the result of spending increase in advisory fees, increase in consulting, an increase in directors' fees, a decrease in travel and entertainment, a decrease in financing fees, an increase in public relations and a decrease in telephone expenses during the nine (9) months ended April 30, 2021.
The professional fees for the nine (9) months ending April 30, 2021 and April 30, 2020 were $37,194 and $69,563, respectively. The $32,369 decrease was related to a spending decrease for audit fees, a decrease in legal fees, an increase for tax preparation and a decrease in transfer agent fees.
The executive compensation for the nine (9) months ending April 30, 2021 and April 30, 2020 was $276,000 and $276,000 respectively. No change was due to the same executives employed at the same compensation during both periods.
Liquidity and Capital Resources
Cash Flows
Operating Activities
For the three (3)nine (9) month period ended October 31, 2020,April 30, 2021, net cash used in operating activities was $208,069.$526,860. The negative cash flow for the three (3)nine (9) months ended October 31, 2020April 30, 2021 related to our net loss of $841,271,$3,673,263, an decreaseincrease in prepaid expenses of $14,916,$4,765, an increase of $5,048$14,524 in expenses paid by shareholder, an increase of $286,637$165,000 in convertible debt due to default, an increase of $2,254,637 in issuance of stock for services and fees, adjusted for $6,500$17,000 in financing fees, adjusted for depreciation of $395,$1,186, a change of $292,263$514,012 in convertible debt due to fair market value, an increase of $45,021$161,449 in accounts payable, an increase of $5,867 accrued expenses and ana increase of $6,387$17,493 in accrued salaries and payroll taxes – related parties.
For the three (3)nine (9) month period ended October 31, 2019,April 30, 2020, net cash used in operating activities was $227,034.$688,039. The negative cash flow for the three (3)nine (9) months ended October 31, 2019April 30, 2020 related to our net loss of $427,157, a decrease$1,853,580, an increase in prepaid expenses of $2,035,$6,578, an increase of expenses paid by shareholder of $16,611, an increase of $314,634 in convertible debt due to default, adjusted for $32,648$35,947 in financing fees, adjusted for depreciation of $395,$1,186, a change of $106,263$678,739 in convertible debt due to fair market value, an increase of $8,575 in expenses paid by shareholder, an increase of $58,088$198,896 in accounts payable, an increase of $5,250 in accrued expenses and a decrease of $9,061$79,144 in accrued salaries and payroll taxes –- related parties.
Investing Activities
For the three (3)nine (9) months ended October 31, 2020April 30, 2021, net cash used in investing activities was nil.
For the three (3)nine (9) months ended October 31, 2019April 30, 2020, net cash used in investing activities was nil.
Financing Activities
For the three (3)nine (9) months ended October 31, 2020,April 30, 2021, net cash provided by financing activities was $209,952.$362,476. The positive cash flow from financing activities for such period was comprised of proceeds from convertible debentures.debentures and proceeds from sale of common stock.
For the three (3)nine (9) months ended October 31, 2019,April 30, 2020, net cash provided from financing activities was $368,925.$692,889. The positive cash flow from financing activities for such period was comprised of an increase in loans payable from related parties, proceeds from sale of common stock and proceeds from sale of convertible debenture.debentures.
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Liquidity
To date, we have funded our operations primarily with capital provided and loans provided by related parties, accruing of salaries and accounts payable. We do not currently have commitments regarding fixed costs.
As of October 31, 2020,April 30, 2021, Mirage Energy Corporation had $168,824$2,557 in cash on hand and prepaid expenses of $24,475.$14,324. Since Mirage Energy Corporation was unable to reasonably project its future revenue, it must presume that it will not generate any revenue during the next twelve (12) to twenty-four (24) months. We therefore will need to obtain additional debt or equity funding in the next two (2) – three (3) months, but there can be no assurances that such funding will be available to us in sufficient amounts or on reasonable terms.
The Company’s audited financial statements for the year ended July 31, 2020 contain a “going concern” qualification. As discussed in Note 3 of the Notes to Financial Statements, the Company has incurred losses and has not demonstrated the ability to generate cash flows from operations to satisfy its liabilities and sustain operations. Because of these conditions, our independent auditors have raised substantial doubt about our ability to continue as a going concern.
Our financial objective is to make sure the Company has the cash and debt capacity to fund on-going operating activities, investments and growth. We intend to fund future capital needs through our current cash position, additional credit facilities, future operating cash flow and debt or equity financing. We are continually evaluating these options to make sure we have capital resources to meet our needs.
Existing capital resources are insufficient to support continuing operations of the Company over the next 12 months.
Management makes no assurances that adequate capital resources will be available to support continuing operations over the next 12 months. Management plans to pursue additional capital funding through multiple sources.
For the year ended July 31, 2020, the Company has funded operations with loan from related party of $10,100, debt of $297,500 from convertible notes, proceeds from sale of $719,000 in common stock, while making loan repayments of $39,742 to related party. The Company plans to raise additional funds through various sources to support ongoing operations during 2020 and 2021.
While no assurances can be given regarding the achievement of future results as actual results may differ materially, management anticipates adequate capital resources to support continuing operations over the next 12 months through the combination of infused capital through exercised warrants, infused capital through non-public private placement and existing cash reserves.
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 October 31, 2020,April 30, 2021, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
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There are no material legal proceedings pending against the Company to the knowledge of management.
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.
None.
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| Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| ||
| Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| ||
101 |
| The following financial information from our Quarterly Report on Form 10-Q for the quarter ended |
| Table of Contents |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 31, 2020September 28, 2021
Mirage Energy Corporation
(Registrant)
By: | /s/ Michael R. Ward | /s/ | ||
| Michael R. Ward | |||
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| Michael R. Ward | |
Chief (Principal | Chief Financial Officer (Principal Accounting Officer) |