BIIO Bionovate Technologies Corporation (CE)

 

 

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 consolidated unaudited financial statements are stated in United States Dollars (US$) and 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.

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

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

 

 

Our company was incorporated in the State of Nevada on October 24, 2012. Founded in Calgary, Canada, we were formed and organized to capitalize on new opportunities found in the North American market for light-emitting diode (“LED”) lighting. With China as the manufacturing backbone of future LED products, we have set up an office in Guangzhou, China in search of high quality products offered by reputable manufacturers to be introduced to Canada, the United States, and abroad. In November 2016, we expanded our operations to include reselling various energy products and green technology products. We achieved this by acquiring Energy Alliance Labs Inc. (“Energy Alliance”), which is the 80% owner of Human Energy Alliance Laboratories Corp., an Idaho corporation (“HEAL”). HEAL is a “green technology” and retail company with the mission of developing and distributing technologies that relieve its customers of certain burdens, while simultaneously decreasing the energy they use. HEAL’s primary products are mid-sized wind turbines, small solar panels and related controllers and inverters.

 

On October 28, 2016, we entered into a share exchange agreement with Cohen Mizrahi, a director of our company, whereby on the same date we issued 4,000,000 shares of our common stock in exchange for 100% of the issued and outstanding equity interests of Energy Alliance.

 

On November 1, 2016, Energy Alliance closed the transactions contemplated under an agreement with certain shareholders of HEAL, in which the shareholders holding 80% of the outstanding equity interests of HEAL sold all of their shares of HEAL to Energy Alliance.

 

As a result of such transactions we became the owner of 100% of the issued and outstanding equity interests of Energy Alliance and Energy Alliance became the owner of 80% of the issued and outstanding equity interests of HEAL.

 

 

Effective October 4, 2016, we filed a Certificate of Dissolution of MJP Holdings Ltd., our wholly-owned subsidiary.

 

Effective November 28, 2016, we entered into a Share Exchange Agreement with MJP Lighting Solutions Ltd., a British Virgin Islands (“BVI”) corporation and Tong Tang and Zhao Hui Ma (the “Shareholders”) whereby the parties exchanged 100% of the issued and outstanding shares of BVI, belonging to our company for the tender of 5,500,000 restricted common shares of our company, belonging to the Shareholders, to our treasury for cancellation.

 

On January 1, 2017, MJP entered into transfer agreement with Cohen Mizrahi, whereby we transferred 100% of the issued and outstanding equity interests of Energy Alliance for consideration of $20,000 for past services provided to our company by Mr. Guo.

 

On December 1, 2017, a majority of our stockholders and our board of directors approved a change of name of our company to “Bionovate Technologies Corp.” and a reverse stock split of our issued and outstanding shares of common stock on a fifty (50) old for one (1) new basis.

 

A Certificate of Amendment was filed with the Nevada Secretary of State on December 11, 2017 with an effective date of December 21, 2017.

 

The name change and reverse split became effective with the OTC Markets at the opening of trading on December 21, 2017 under the symbol “BIIO”.

 

October 1, 2019, a majority of our shareholders approved a reverse stock split on a basis of 100 old shares for one (1) new share of our issued and outstanding common stock. As a result of the reverse split, our issued and outstanding shares of common stock decreased from 15,579,749 to 155,798 shares of common stock, our authorized capital remained unchanged. The reverse split became effective with the OTC Markets at the opening of trading on January 9, 2020.

 

Effective January 28, 2020, the Company amended a 20% Convertible Note originally issued on March 31, 2019 (the “Note”). The Note reduces the interest rate from 20% to 0 and changes the conversion price from $0.01 to $0.0001.

 

Effective January 28, 2020, the Note was assigned to Evergreen Solutions Ltd., and was immediately converted for the issuance of 54,270,000 shares of common stock of the Company resulting in a change of control.

 

On February 3, 2020, Cohen Mizrahi resigned as a director and as an officer of our company. Dr. Mizrahi's resignation was not the result of a disagreement between Dr. Mizrahi and our company on any matter relating to our company's operations, policies or practices. On February 3, 2020, David Magana Gonzalez was appointed as a director to replace Dr. Mizrahi and he was also appointed President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of our company.

 

Mr. Gonzalez, age 31, is a graduate from the University of Colima where he studied Business Administration where he consistently ranked top percentile. After graduating, Mr. Gonzalez held management positions at local businesses in Colima, Mexico. First, Mr. Gonzalez worked for public transport company SINTRA where he was responsible for operations from 2010 until 2015. In 2015, Mr. Gonzalez took a position at SOCACOVA as business strategist.

 

We do not have any subsidiaries.

 

We have not been subject to any bankruptcy, receivership or similar proceeding.

 

Our executive offices are located at Av Nuevo Leon, Col. Hipodromo 06100, Cuidad de Mexico 06100. Our telephone number is (628) 300-2311.

 

 

We are a medical device company that intends to develop the first automated treatment for age spots (solar lentigines). The technology (patent issued) uses a “scan and treat” protocol that removes age spots accurately and completely without disturbing the surrounding skin area. Current methods of treatment (lasers and manual liquid nitrogen spray devices) are either painful, costly, or require a physician to perform the procedure. The Bionovate system would be safe and would produce excellent results and can be used for other types of skin lesions. Its operation would require minimal user interaction and users can be trained in minutes. We are also looking into developing novel cancer detection methods based on its electronic imaging patent.

 

 

Our operations for the three and six months ended December31, 2019 and 2018 are outlined below:

  

  

 

 

For the three months ended December 31, 2019 and 2018, we had no revenue. Expenses for the three months ended December 31, 2019 totaled $45,569 resulting in a net loss of $45,569 as compared to a net loss of $47,329 for the three months ended December 31, 2018. The decrease in net loss for the three months ended December 31, 2019 is a result of a decrease in professional fees offset by an increase in interest expense.

 

 

 

For the six months ended December 31, 2019 and 2018, we had no revenue. Expenses for the six months ended December 31, 2019 totaled $74,945 resulting in a net loss of $74,945 as compared to a net loss of $134,838 for the six months ended December 31, 2018. The decrease in net loss for the six months ended December 31, 2019 is a result of a decrease in professional fee and amortization of discount.

 

 

 

On December 31, 2019, our Company’s cash balance was $0 and total assets were $0. On June 30, 2019, our Company’s cash balance was $0 and total assets were $0.

 

On December 31, 2019, our Company had total liabilities of $387,816, compared with total liabilities of $332,289 as at June 30, 2019.

 

On December 31, 2019, our Company had working capital deficiency of $387,816 compared with working capital deficiency of $332,289 as at June 30, 2019. The increase in working capital was primarily attributed to an increase in accounts payable and accrued liabilities and convertible notes.

 

 

During the six months ended December 31, 2019, our Company used $0 in operating activities, compared to $0 provided by operating activities during the six months ended December 31, 2018.

 

 

During the six months ended December 31, 2019, our Company did not have any investing activities.

 

 

During the six months ended December 31, 2019, our Company did not have any investing activities.

 

 

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, and capital expenditures or capital resources that are material to stockholders.

 

 

 

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

 

 

We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. Our company regularly reviews and analyses the recent accounting pronouncements.