Kalmin Corp.

QUARTERLY REPORT ON FORM 10-Q

Table of Contents

TABLE OF CONTENTS

PART 1 –I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTSFinancial Statements

NANOVATION MICROTECH, INC.

Consolidated Balance Sheets

As of November 30, 2020 and 2019

(Unaudited)

The accompanying interimnotes are an integral part of these unaudited consolidated financial statementsstatements.

NANOVATION MICROTECH, INC.

Consolidated Statements of Kalmin Corp. (“Operations

For the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rulesthree months ended November 30, 2020 and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.2019

(Unaudited)

The interim financial statementsaccompanying notes are condensed and should be read in conjunction with the company’s latest annualan integral part of these unaudited financial statements.

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

NANOVATION MICROTECH, INC.

KALMIN CORP.

Balance Sheets

SeeThe accompanying notes toare an integral part of these financial statements.

KALMIN CORP.

Statements of Operations

For the Three Months Ended November 30, 2017 and 2016

(Unaudited)

See accompanying notes to theseunaudited consolidated financial statements.

KALMIN CORP.NANOVATION MICROTECH, INC.

StatementConsolidated Statements of Cash Flows

For the Three Months Endedthree months ended November 30, 20172020 and 20162019

(Unaudited)

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

See accompanying notes to these financial statements.

KALMIN CORP.

Notes to the Unaudited Consolidated Financial Statements

November 30, 2017

(Unaudited)2020

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Kalmin Corp.Nanovation Microtech, Inc. (“the Company”, “we”, “us” or “our”) was incorporated on July 20, 2016 in the State of Nevada. We manufacture

On May 4, 2018, as a result of a private transaction, the control block of voting stock of the Company, represented by 4,000,000 shares of common stock, was transferred from Jose Maria Galarza Gaona to Greenfields International Limited, and sella change of control of Kalmin Corp. has occurred.

Upon the change of control of the Company, the existing directors and officers resigned immediately. Accordingly, Jose Maria Galarza Gaona, serving as director and President and Karel Astride Oulai, serving as Treasurer and Secretary, ceased to be the Company’s officers and directors. At the effective date of the transfer, Xie Qi Kang, age 36, assumed the role of director and Chief Executive Officer, President, Secretary and Treasurer of the Company.

Previous Business

From inception until May 4, 2018, the Company manufactured and sold the necessary equipment for drinking mate -– kalabas and bombilla. Many options are available forWith the productionchange of kalabas (calabash), a traditional vessel for drinking yerba mate, and we choose to use wood and aluminum for reliability and durability. We start with kalabases of a single type and will expand to a range of cup sizescontrol on May 4, 2018, management determined it was in the future.best interest of the Company to seek new business opportunities.

Acquisition

On December 1, 2018, the Company entered into a Share Sale and Purchase Agreement (the “Agreement”) with No Tie LLC (“No Tie”). Under the terms of the Agreement, the Company have agreed to purchase all of the issued and outstanding shares of No Tie and its mobile application assets for a purchase price of $37,500 (the “Acquisition”).

In connection with the Agreement, the Company assumed certain ongoing responsibilities of No Tie, including maintaining Apple developer licenses and domain name registration and hosting.

The Acquisition closed on January 25, 2019. At closing, No Tie became a subsidiary of our company.

On June 15, 2020, the Company approved the name change and a 60:1 reverse stock split which was approved by FINRA and effective July 15, 2020.

Current Business

Upon closing of the Acquisition, the Company is now an App business with 120+ Apps primarily for iPhone, iPad and Apple.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted accounting principles,in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. However, theThe Company had $13,616 revenues forincurred an operating loss of $30,890 during the three months ended November 30, 2017; but incurred a net loss.2020 and has accumulated deficit of $276,702 from continued operations and retained earnings of $29,190 from discontinued operations as of November 30, 2020. 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 orto 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 SIGNIFCANTSIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited interim consolidated 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 three months ended November 30, 2020 are not necessarily indicative of the results that may be expected for the year ending August 31, 2021. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2020 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 August 31, 2020included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on December 10, 2020.

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, No Tie, LLC. All significant intercompany accounts and transactions have been eliminated.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net (loss).

Cash and Cash Equivalents

The Company prepares itsconsiders all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America. These principles requireGAAP 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 amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

Cash and CashEquivalents

All of the cash is maintained with the Bank of America, one of the major financial institutions in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments with the original maturities of three months or less at the date of acquisition to be cash equivalents. There were no cash equivalents as of November 30, 2017 and 2016.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

KALMIN CORP.

Notes to the Financial Statements

November 30, 2017

(Unaudited)

Inventories

Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (“FIFO”) method.

Depreciation, Amortization, and Capitalization

The Company records depreciationrecognizes revenue from the sale of products and amortization when appropriateservices in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, using the straight-line method over the estimated useful life of the assets. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.following five-step procedure:

Fair Value of Financial InstrumentsStep 1: Identify the contract(s) with customers

The carrying value of cash andStep 2: Identify the Company’s loan from shareholder approximates its fair value dueperformance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to their short-term maturity.performance obligations

Advertising

Advertising expenses consisted of marketing expenses and promotional activity expenses, and are recognizedStep 5: Recognize revenue when incurred.Total advertising expense was $1,725 and $0 for the three months ended November 30, 2017 and 2016, respectively.entity satisfies a performance obligation

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition

The Company recognizes revenue when it satisfies its obligation by transferring control of the four basicgood or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related

The Company’s sales are recorded.completed through an online platforms by third parties. The Company will defer anyreceives collection on payments either at the time of sale, or 30 or 60 days subsequent to the sale.

For products and services where collection is immediate, the Company recognizes revenue for whichat the producttime of sale.

Accounts Receivable

The Company records accounts receivable in accordance with ASC 310, “Receivables.” Receivables consist of mobile application sales that have been made, but cash has not yet been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.received. The terms of receivables are typically 60 days after sale.

Earnings (Loss)Basic and Diluted Net Loss Per Share

Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed by dividing net income (loss) available to common shareholders byusing the weighted average number of outstanding common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted net loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price 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 November 30, 2017 and 2016, there were no potentially dilutiveOptions, warrants and/or convertible debt or equity instruments issued or outstanding. 

Currencies

The Company’s reporting and functional currencies are both the U.S. dollar.  Foreign currency transaction gains and losses are included in other income (expense).

KALMIN CORP.

Notes to the Financial Statements

November 30, 2017

(Unaudited)

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact ondilutive effect, during periods of net profit, only when the Company.

NOTE 4 – PROPERTY AND EQUIPMENT

As of November 30, 2017, property and equipment consistedaverage market price of the following:

Depreciation expense for the three months ended November 30, 2017 and 2016 was $529 and $172 respectively.

NOTE 5 – ADVANCE FROM DIRECTOR

In July 2016, the Company executed an agreement with the President to loan the Company an amount not more than $25,000. As of November 30, 2017, the Company’s President has advanced $21,453 to the Company. This advance is unsecured, non-interest bearing and due on demand.

NOTE 6 – COMMON STOCK

On August 23, 2016, the Company issued 4,000,000 shares of common stock to a director for cash proceedsduring the period exceeds the exercise or conversion price of $4,000 at $0.001 per share.

In April 2017, the Company issued 175,000 shares of common stock at $0.02 per share for cash proceeds of $3,371, net of issuance costs of $129.

In May 2017, the Company issued 206,500 shares of common stock at $0.02 per share for cash proceeds of $3,971, net of issuance costs of $159.

In June 2017, the Company issued 110,000 shares of common stock at $0.02 per share for cash proceeds of $2,078, net of issuance costs of $122.

In July 2017, the Company issued 180,000 shares of common stock at $0.02 per share for cash proceeds of $3,580, net of issuance costs of $20.

In August 2017, the Company issued 140,000 shares of common stock at $0.02 per share for cash proceeds of $2,780, net of issuance costs of $20.

In September 2017, the Company issued 25,000 shares of common stock at $0.02 per share for cash proceeds of $500.

KALMIN CORP.

Notes to the Financial Statements

November 30, 2017

(Unaudited)

NOTE 7 – COMMITMENTS AND CONTINGENCIES

items. The Company has entered into a one-year rental agreement for office space for a $180 monthly fee, starting on September 1, 2016. On May 15, 2017, the Company signed an amendment to the rental agreement, extending the lease term for one year until September 1, 2018, with an option of further extension. Lease expenses for the three months ended November 30, 2017 and 2016 were $540 and $540, respectively.

NOTE 8 – INCOME TAXES

As of November 30, 2017, the Company had net operating loss carry forwards of approximately $19,447 that may be available to reduce future years’ taxable income in varying amounts through 2036. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The valuation allowance at November 30, 2017 was $6,612. The net change in valuation allowance during the three months ended November 30, 2017 was $5,140. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portionissued any options or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  Management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of November 30, 2017.

The provision for federal income tax consists of the following: 

The actual tax benefit at the expected rate of 34% differs from the expected tax benefit for the three months ended November 30, 2017 as follows:

KALMIN CORP.

Notes to the Financial Statements

November 30, 2017

(Unaudited)

NOTE 9 – SUBSEQUENT EVENTS

The Company has analyzed its transactions subsequent to November 30, 2017 through the date these financial statements were issued for consideration of any material subsequent events to disclose in these financial statements.In connection with the appointment of Karel Astride Oulai, as Treasurer and Secretary of the Company, on September 20, 2017, Ms. Oulai will be issued with 1,000,000 shares of the Company’s common stock for her services through the end of Company’s fiscal year on August 31, 2018. The exercise price of the stock options is $0.001 per share.

Forward looking statement notice

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

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

Description of business

General

Our company Kalmin Corp. was incorporated on July 20, 2016 in the State of Nevada, United States of America, with an established end of fiscal year of August 31. We have generated limited revenues, have minimal assets and have incurred lossessimilar securities since inception as of November 30, 2017. We are an early-stage company formed to create special equipment for drinking mate tea – kalabas.

About mate tea.

We believe that mate tea is one of the most useful drinks in the world, that requires special equipment for use, such as kalabas and bombilla. Nowadays mate tea is acquiring more and more fans.

Official research scientists say that mate tea contains practically all the vitamins and substances necessary for the maintenance of normal human life. Scientists point out that a plant with so many essential and vital nutrients is extremely rare in nature.

About our kalabas and bombilla.

We produce kalabas for drinking mate tea. There are many raw materials options for production and we choose to use wood. Kalabas (calabash) are a traditional vessel for drinking yerba mate. In ancient times, Indian kalabas was manufactured from wood gourd. Later, they began to produce vessels of wood, fret and iron framing. Bombilla are metal straw-filters for drinking mate tea. Bombilla previously made of thin hollow trunks of plants. Today they are made of metal (stainless steel). The top of the tube is slightly flat mouthpiece, which may be gold-plated or silver, and at the bottom there is a special filter. Bombilla may be straight or slightly curved.

In the future, we plan to expand production and purchase more machines. We are planning to rent a bigger office when our operations are expanded and we attract more customers.

Product

We produce necessary equipment for drinking mate, which are kalabas and bombilla. We started with cups of the same size and will expand the range of kalabases in the future. Aluminum and wood are used as raw materials for our production. These materials will last longer and are more popular than pumpkin, which often cracks. At the end, with a special 3D Milling machine, we create an original look and engraved patterns in our product.

In addition we will order bombilla. There are examples of the items:

Production machine

For the manufacture and application of kalabas original engravings and patterns, we use special equipment: 3D Milling Machine, which is capable of processing wood, metal, acrylic and porcelain in all axes. Due to the size of our products, we use AMAN 4060 4axis 800W Z = 13.

The software of the machine supports popular graphic tools, vector and 3D formats, which is convenient for our process, because the variety of the engraving can be more advanced.

The dimensions and weight allow us to set the machine in a small room, which reduces our office rent expense.

The main functions of our machine are as following:

• engraving

• cutting

• 3d-milling

• drilling

• milling and engraving on the pivot axis.

Our machine allows us to work with such materials aswood, plastic, plexiglas, chipboard, MDF, plywood and light metals (copper, aluminum, brass).

The main features of our machine are as follows:

AMAN 4060 800W (z = 13)

The cost of the machine is $3,140. To control the machine, we use a computer with an LPT-port and installed Windows operating system. Our director will use his own computer, until we generate significant revenues or proceeds from this offering to buy a computer for the Company’s needs.

Raw Materials

We use wood and aluminum in the production of kalabases. We believe that these material will last longer and are more popular than pumpkin, which often cracks.

The following items compose our equipment:

- 3D Milling machine

- A computer

- Graphic Apps

- Replacement cutters for the machine

Kalmin Corp. has signed an Equipment Sale Contact with our vendor for supplying equipment and raw materials to our company. The Company also has verbal negotiations with several companies for supplying materials to us. There are no written agreements with any of these companies as of the date of this filing.

Target market

Mate tea is becoming more and more popular in the world. Scientists’ research, mentioned previously, contributes to the popularity of this tea. This trend is worldwide.

Kalmin Corp. intends to create high-quality and durable product for anyone who wants to take care of their health and drink healthy drinks.

Industry analysis and competition

Many companies in this sector have begun to experiment with the materials for production. Some are even making kalabas silicone now. We chose the path of the most useful and reliable material such as wood. In comparison with pumpkin, which was initially used to produce kalabas, wood creates a better taste and smell and is more durable and long lasting.

Our company will make special, beautiful patterns on our kalabas with our 3D Milling machine. We can make individual and unique engravings on our product. Kalmin Corp. will give originality and beauty to the manufactured products that will distinguish us from the crowd.

Markets

We believe that our product is popular around the world. We will be able to cooperate with tea and tea accessories shops worldwide when our business is successfully developed. Kalmin Corp. will collaborate with online stores and specialized websites based in Paraguay first and then in the closest neighboring countries.

Marketing

To promote our products, we need a website and to cooperate with other specialized websites and online stores. We will also seek local advertising like billboards. We will engage in both the wholesale and retail sale of kalabases and bombillas.

We are planning to affix every product, including those distributed via retail points, with a business card with information about Kalmin Corp., information about the product and contact details. In order to enhance the feeling of uniqueness of our products, we may also indicate a unique reference number on the business card to accompany each Kalmin Corp. product. We will develop a discount system for our partners and clients.

We can also make individual and unique engravings on our product.

Employees

Our director Jose Galarza has excellent craft skills and can create kalabases with the 3D Milling machine. He also has skills to use image editor for our machine, which allows him to easily create our products.

Office

As of the date of this filing we have signed a lease agreement for one-year term of leasing an office space of 35 sq. m in Asuncion 1899 Paraguay.

Insurance

We have not obtained any insurance and do not intend to obtain insurance in the future. Because we do not have any insurance, if we are made a party of a product liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to export and import of products for production and operation of any facility in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business. We do not need to receive any government approvals necessary to conduct our business; however, we will have to comply with all applicable export and import regulations.

Management’s discussion and analysis of financial condition and results of operations

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

• Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

• Provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;

• Comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providingadditional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

• Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

• Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.

We are an early stage company. Our full business plan entails activities described in the Plan of Operation section below. Long term financing beyond the maximum aggregate amount of this offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. Our expansion may include expanding our office facilities, hiring sales personnel and entering into agreements with new clients. We have not planned our expansion, and we have not decided yet on the scale of our development and expansion and on exact amount of funding needed for our long term financing.

Our independent registered public accountant has issued a going concern opinion. This means that there is a doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated limited revenues.

To meet our needs for cash we are attempting to raise money from this offering and from selling our kalabases. We believe that we will be able to raise enough money through this offering or through selling our products to continue our proposed operations but we cannot guarantee that once we continue operations we will stay in business after doing so. If we are unable to successfully find customers, we may quickly use up the proceeds from this offering and will need to find alternative sources.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $60,000 from this offering, it will last one year, but we may need more funds for business operations in the next year, and we will have to revert to obtaining additional money.

Results of operations

Results of Operations for the three months ended November 30, 2017 and 2016:

Revenue and cost of goods soldinception.

For the three months ended November 30, 2017,2020 and November 30, 2019, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

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 – CONVERTIBLE NOTES

On December 1, 2019, the Company generated total revenueissued a convertible note to an un-affiliated party of $13,616$68,813 to replace the full amount of related party advances that had been provided to the Company. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.001 per share for the Company common stock. The discount on convertible notes from beneficial conversion feature of $68,813 was fully amortized during the nine ended May 31, 2020.

On May 31, 2020, the Company issued a convertible note to an un-affiliated party of $4,230 for paying operating expenses on behalf of the Company. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.001 per share for the Company common stock. The discount on convertible notes from beneficial conversion feature of $4,230 was fully amortized during the year ended August 31, 2020.

On August 31, 2020, the Company issued a convertible note to an un-affiliated party of $7,043 for paying operating expenses on behalf of the Company. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.001 per share for the Company common stock. The discount on convertible notes from beneficial conversion feature of $7,043 was fully amortized during the year ended August 31, 2020.

On November 30, 2020, the Company issued a convertible note to an un-affiliated party of $8,574 for paying operating expenses on behalf of the Company. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.001 per share for the Company common stock. The discount on convertible notes from beneficial conversion feature of $8,574 was fully amortized during the three months ended November 30, 2020.

As of November 30, 2020, the Company owed convertible note payable of $88,660 and accrued interest of $18,530. During the three months ended November 30, 2020, the Company incurred interest expense of $5,117 and amortization of note discount of $8,574.

NOTE 5 – COMMON STOCK

The Company has authorized seventy-five million (75,000,000) shares of common stock with a par value of $0.001.

On June 15, 2020, a majority of our stockholders and our board of directors approved a reverse stock split of our issued and outstanding shares of common stock on a sixty (60) old for one (1) new basis. The reverse stock split became effective on July 15, 2020. The reverse stock split has been retrospectively reflected in the financial statements for the year ended August 31, 2020.

As of November 30, 2020, and 2019, 80,616 shares of common stock were issued and outstanding.

NOTE 6 – 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 and Results of Operations

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 Nanovation Microtech, Inc. and our wholly-owned subsidiary, No Tie LLC, a New York limited liability corporation, unless otherwise indicated.

General Overview

We were incorporated under the laws of the State of Nevada on July 20, 2017, for the purpose of manufacturing and selling productsthe necessary equipment for drinking mate - kalabas and bombilla.

On May 4, 2018, as a result of a private transaction, the control block of voting stock of our company, represented by 4,000,000 shares of common stock, was transferred from Jose Maria Galarza Gaona to Greenfields International Limited, resulting in a change of control.

Upon the change of control of our company, the existing directors and officers resigned immediately. Accordingly, Jose Maria Galarza Gaona, serving as director and President and Karel Astride Oulai, serving as Treasurer and Secretary, ceased to be officers and directors of our company. At the effective date of the transfer, Teddy Chen An, assumed the role of director and Chief Executive Officer, President, Secretary and Treasurer of our company.

With the change of control on May 4, 2018, management determined it was in the best interest of our company to seek new business opportunities.

On December 1, 2018, we entered into a Share Sale and Purchase Agreement (the “Agreement”) with No Tie LLC (“No Tie”). Under the terms of the Agreement, we have agreed to purchase all of the issued and outstanding shares of No Tie and its customer. mobile application assets for a purchase price of $37,500 (the “Acquisition”). In connection with the Agreement, our company assumed certain ongoing responsibilities of No Tie, including maintaining Apple developer licenses and domain name registration and hosting.

The costassets acquired by our company consist of goods solda significant portion of the assets used in the operation of the No Tie business, with the exception of, accounts receivable for sales made prior to the closing date for the developer accounts, cash on hand and all computers, printers and related accessories and technology equipment.

On December 2, 2018, we entered into a First Amendment to the Agreement, wherein the closing date of the Acquisition was extended from December 1, 2018 to on or before January 31, 2019. The Acquisition closed on January 25, 2019. At closing, No Tie became a subsidiary of our company.

Our principal executive offices are located at Osterbrogade 226 st. tv, Copenhagen, Denmark 2100. Our telephone number is (302)782-4171. We do not have a corporate website.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Our Current Business

Upon closing of the Acquisition, we are now an App business with 120+ Apps primarily for iPhone, iPad and Apple Watch with over six million downloads and awards from AARP, About.com, BestAppEver and more. Several of our Apps have consistently been ranked in the Top Ten in their categories, including #1 iPad Medical app.

Our Apps are available for download through the Apple App Store.

iOS Apps and Games

Our iPhone iOS portfolio includes 97 Apps, primarily consisting of ring tones. Our apps also include talking video greeting cards, games, Autism Speaking Soundboards and more.

Our iPad iOS portfolio includes 90 Apps, primarily consisting of ring tones. Our apps also include games, Autism Speaking Soundboards, iFAQs and more.

We currently have 1 apple TV App, Name That Candidate.

Our Mac Apps portfolio includes 2 ring tone Apps and 1 game.

Results of Operations

Three Months Ended November 30, 2020 Compared to November 30, 2019

Our operating results for the three months ended November 30, 2017 was $6,668, which represents2020 and November 30, 2019, and the cost of raw materials.changes between those periods for the respective items are summarized as follows:

ForDuring the three months ended November 30, 2016, the Company generated2020 and November 30, 2019, we incurred total revenuenet loss of $4,300. The cost of goods sold$30,890 and $15,856, respectively.

We had no sales for the three months ended November 30, 2016 was $673, which represents2020 as compared to $794 revenue from mobile application sales during the cost of raw materials.three months ended November 30, 2019.

Operating expenses

Total operating expenses were $17,198 for the three months ended November 30, 2017 were $22,064. The operating expenses2020, compared to $16,650 for the three months ended November 30, 2017 included advertising expense of $1,725; bank charges of $189; depreciation expense of $529; miscellaneous expense of $1,366;2019 due to the increase in professional fees of $6,215; rent expense of $540; audit fees of $9,500; legal fees of $2,000.incurred with respect to the requirements for public reporting.

Total operatingOther expenses forincurred during the three months ended November 30, 20162020 were $5,653.$13,692 consisting of note discount amortization of $8,574 and note interest of $5,118.

Liquidity and Capital Resources

Working Capital

During the three months ended November 30, 2016 includedbank charges2020, net cash used in operating activities was $8,574, related to our net loss of $367; depreciation expense$30,890, decreased by note discount amortization of $172; rent expense$8,574 and net changes in operating assets and liabilities of $540; website expense of $200; audit fees of $3,500 and legal fees of $875.$13,742.

Net Loss

The net loss forDuring the three months ended November 30, 20172019, net cash used in operating activities was $15,116.$15,408, related to our net loss of $15,856, decreased by net changes in operating assets and liabilities of $448.

The net loss forCash Flow from Investing Activities

During the three months ended November 30, 2016 was $2,026.2020 and November 30, 2019, we had no investing activities.

Liquidity and capital resources

As of November 30, 2017, our total assets were $32,437, compared to $36,903 as of August 31, 2017. Total assets were comprised of $23,335 in current assets and $9,102 in fixed assets.Cash Flow from Financing Activities

As ofNovember 30, 2017, our current liabilities were $31,603, compared to $21,453 as of August 31, 2017.  Stockholders’ equity was $834, compared to $15,450 as of August 31, 2017.

CASH FLOWS FROM OPERATING ACTIVITIES

We have generated positive cash flows from operating activities. ForDuring the three months endedNovember 30, 2017,2020 and November 30, 2019, net cash flows used in operating activities was $5,862.

CASH FLOWS FROM INVESTING ACTIVITIES

For the three months endedNovember 30, 2017, we used no cash in investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

For the three months endedNovember 30, 2017, net cash flows generatedprovided by financing activities was $500.$8,574 from proceeds from issuance of convertible note and $16,350 from advancement from the director, respectively.

Off-balance sheet arrangementsOff-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.resources that is material to stockholders.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We have $13,616 revenues for the three months ended November 30, 2017. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholder.Item 3. Quantitative and Qualitative Disclosures About Market Risk

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKAs a “smaller reporting company”, we are not required to provide the information required by this Item.

NoneItem 4. Controls and Procedures

ITEM 4. CONTROLS AND PROCEDURESEvaluation 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 November 30, 2017.2020. 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.

Changes in Internal Controls over Financial Reporting

There Such officer also confirmed that there was no change in the Company’sour internal control over financial reporting during the quarterlythree month period covered by this reportended November 30, 2020 that has materially affected, or is reasonably likely to materially affect, the Company’sour 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 November 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding noror litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

Item 1A. Risk Factors

As a “smaller reporting company”, we are we awarenot required to provide the information required by this Item.

Item 2. Unregistered Sales of any pending or threatened litigation against us.Equity Securities and Use of Proceeds

None.

None

None

None

None

None

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

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* Filed herewith.

SIGNATURES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1933,1934, the registrant has duly caused this registration statementreport to be signed on its behalf by the undersigned thereunto duly authorized in the Caacupe, Paraguay on January 16, 2018.authorized.