10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended April 30, 2020
or
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to ________________

Commission file number: 000-55233

iMine Corporation

(Exact name of registrant as specified in its charter)

Nevada	27-3816969
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

8520 Allison Point Blvd Ste. 223 #87928

Indianapolis, Indiana 46250

(Address of principal executive offices)

877-464-6388

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒     No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 Act. 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	¨

If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

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

Securities registered pursuant to Section 12(b) of the Act:  None

As of June 10, 2020, there were 79,792,286 shares of the issuer’s common stock, par value $0.001 per share, outstanding.

iMINE CORPORATION

INDEX

		Page No.
Part I: Financial Information
Item 1:	Financial Statements	4
	Consolidated Balance Sheets as of April 30, 2020 and July 31, 2019 (Unaudited)	4
	Consolidated Statements of Operations for the three and nine months ended April 30, 2020 and 2019 (Unaudited)	5
	Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended April 30, 2020 and 2019 (Unaudited)	6
	Consolidated Statements of Cash Flows for the nine months ended April 30, 2020 and 2019 (Unaudited)	7
	Notes to Unaudited Consolidated Financial Statements	8
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3:	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4:	Controls and Procedures	14
Part II: Other Information
Item 6:	Exhibits	15

2

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended July 31, 2019, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

All references in this Form 10-Q to the “Company,” “iMine,” “we,” “us,” “our” and words of like import relate to are to iMine Corporation and its subsidiary, which is inactive.

3

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

iMINE CORPORATION

Consolidated Balance Sheets

(Unaudited)

	April 30,			July 31,
	2020			2019
ASSETS
Current Assets
Cash and cash equivalents	$	1,115		$	1,850
Total Current Assets		1,115			1,850
TOTAL ASSETS	$	1,115		$	1,850
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	65,976		$	59,582
Due to related parties		192,406			164,706
Convertible notes payable - related party		554,163			371,089
Liabilities from discontinued operation		19,500			19,500
Total Current Liabilities		832,045			614,877
TOTAL LIABILITIES		832,045			614,877
Stockholders' Deficit
Common stock: 300,000,000 authorized; $0.001 par value 79,792,286 shares issued and outstanding at April 30, 2020 and July 31, 2019		79,792			79,792
Additional paid in capital		11,660,263			11,660,263
Accumulated deficit		(12,570,985	)		(12,353,082	)
Total Stockholders' Deficit		(830,930	)		(613,027	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,115		$	1,850

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

4

iMINE CORPORATION

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Nine Months Ended
	April 30,						April 30,
	2020			2019			2020			2019
Revenue	$	-		$	-		$	-		$	-
Operating expenses
General and administrative		285			185			935			871
Professional fees		25,956			7,350			33,894			51,397
Total operating expenses		26,241			7,535			34,829			52,268
Loss from operations		(26,241	)		(7,535	)		(34,829	)		(52,268	)
Other income and expense
Interest and accretion on convertible notes		(41,847	)		(68,311	)		(183,074	)		(209,538	)
Total other expense		(41,847	)		(68,311	)		(183,074	)		(209,538	)
Loss before income taxes		(68,088	)		(75,846	)		(217,903	)		(261,806	)
Provision for income taxes		-			-			-			-
Net loss from continuing operations		(68,088	)		(75,846	)		(217,903	)		(261,806	)
Loss from discontinued operations, net of tax		-			(181,125	)		-			(659,870	)
Net Loss	$	(68,088	)	$	(256,971	)	$	(217,903	)	$	(921,676	)
Basic and diluted loss per share of common stock
Continuing operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Discontinued operations		-			(0.00	)		-			(0.01	)
Net loss	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Basic weighted average number of common shares outstanding		79,792,286			79,792,286			79,792,286			79,659,502

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

5

iMINE CORPORATION

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(Unaudited)

	Common Stock				Additional					Total
	Number of Shares		Amount		Paid in  Capital		Accumulated  Deficit			Stockholders'  Deficit
Balance - July 31, 2019		79,792,286	$	79,792	$	11,660,263	$	(12,353,082	)	$	(613,027	)
Net loss		-		-		-		(74,826	)		(74,826	)
Balance - October 31, 2019		79,792,286		79,792		11,660,263		(12,427,908	)		(687,853	)
Net loss		-		-		-		(74,989	)		(74,989	)
Balance - January 31, 2020		79,792,286		79,792		11,660,263		(12,502,897	)		(762,842	)
Net loss		-		-		-		(68,088	)		(68,088	)
Balance - April 30, 2020		79,792,286	$	79,792	$	11,660,263	$	(12,570,985	)	$	(830,930	)

										Total
	Common Stock				Additional					Stockholders'
	Number of Shares		Amount		Paid in  Capital		Accumulated  Deficit			Equity (Deficit)
Balance - July 31, 2018		78,542,286	$	78,542	$	11,365,925	$	(11,335,439	)	$	109,028
Stock-based compensation		1,250,000		1,250		223,750		-			225,000
Net loss		-		-		-		(124,500	)		(124,500	)
Balance - October 31, 2018		79,792,286		79,792		11,589,675		(11,459,939	)		209,528
Net loss		-		-		-		(540,205	)		(540,205	)
Balance - January 31, 2019		79,792,286		79,792		11,589,675		(12,000,144	)		(330,677	)
Net loss		-		-		-		(256,971	)		(256,971	)
Balance - April 30, 2019		79,792,286	$	79,792	$	11,589,675	$	(12,257,115	)	$	(587,648	)

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

6

iMINE CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	April 30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(217,903	)	$	(921,676	)
Net loss from discontinued operations		-			(659,870	)
Net loss from continuing operations		(217,903	)		(261,806	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest and accretion on convertible notes		183,074			190,839
Changes in operating assets and liabilities:
Prepaid expenses		-			(4,350	)
Accounts payable and accrued liabilities		6,394			34,471
Due to related parties		27,700			-
Net cash used in operating activities - continuing operations		(735	)		(40,846	)
Net cash used in operating activities - discontinued operations		-			(11,020	)
Net cash used in operating activities		(735	)		(51,866	)
Net decrease in cash and cash equivalents		(735	)		(51,866	)
Cash and cash equivalents, beginning of period		1,850			53,971
Cash and cash equivalents, end of period	$	1,115		$	2,105
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

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

7

iMINE CORPORATION

Notes to Unaudited Consolidated Financial Statements

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

iMine Corporation (the “Company”) is a Nevada corporation incorporated on October 26, 2010 under the name Oconn Industries. The Company’s name was changed to Oconn Industries Corp. on February 16, 2012, to Diamante Minerals, Inc. on April 1, 2014, and to iMine Corporation on March 20, 2018. The change of name to iMine Corporation was effected through the merger of the Company’s wholly-owned subsidiary, iMine Corporation, a Nevada corporation, into the Company. The Company has one subsidiary, iMine Corporation, an Indiana corporation, which is inactive.

During 2018, the Company was engaged in the development of the business of selling computer equipment which can be used for the mining of cryptocurrency. As a result of the decline in the price of cryptocurrency, which made the purchase of the Company’s equipment uneconomical, the Company has discontinued that business, which is reflected as a discontinued operation, and the value of the prepaid inventory, which was the only asset of the discontinued operation at July 31, 2019, was fully reserved against. The Company is not engaged in any business activities and is looking to engage in another business, either through an acquisition of an existing business or by engaging a management team to develop a new business. The Company does not have any agreement to acquire any company or to bring on a management team to commence new business activities. The Company cannot give assurance that it will be successful in attracting either an acquisition candidate or a new management team. Any business the Company may acquire may be an operating business or a business with no history of earnings that is seeking to develop its business. Because of the Company’s financial condition and the market for and market price of its common stock, the Company does not believe that it would be an attractive candidate for a profitable business that is looking to go public through a reverse acquisition.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Presentation of Interim Information

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with Rule 8-03 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended July 31, 2019 have been omitted. These financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended July 31, 2019 included within the Company’s Annual Report on Form 10-K.

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.

Principles of Consolidation

The accompanying consolidated financial statements, including the accounts of the Company and its wholly-owned subsidiary, iMine Corporation, an Indiana corporation. All material intercompany accounts, transactions, and profits have been eliminated in consolidation.

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses, including the valuation of non-cash transactions. Actual results may differ from these estimates.

Reclassification

Certain reclassifications have been made to the prior year financial statements to conform to the current period presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

8

Fair Value of Financial Instruments

As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The following table summarizes fair value measurements by level at April 30, 2020, measured at fair value on a recurring basis:

	April 30, 2020		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level3)
Assets:
Cash	$	1,115	$	1,115	$	-	$	-
Liabilities:
Convertible notes payable		554,163		-		554,163		-

Revenue Recognition

The Company recognizes revenue in accordance with Topic 606, which requires the Company to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. The Company has not realized any revenues from operations, and is not currently engaged in any active business.

Stock-based expenses

The Company accounts for stock-based compensation arrangements with employees, nonemployee directors and consultants using a fair value method, which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options, on a straight-line basis over the requisite service period in the Company’s consolidated statements of operations. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant.

Income Taxes

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and related party payables it will likely incur in the near future. The Company places its cash with financial institutions of high credit worthiness. At times, its cash balance with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

9

Net Loss per Share of Common Stock

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt. As of April 30, 2020, there were 27,708,150common stock equivalents that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive.

Recent Accounting Pronouncements

The Company has implemented all new pronouncements that are in effect and that may impact its consolidated 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 its consolidated financial statements or results of operations.

NOTE 3 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the nine months ended April 30, 2020, the Company incurred a net loss of $217,903. As of April 30, 2020, the Company had an accumulated deficit of $12,570,985 and has earned no revenues since inception and was not engaged in an active business. In order to continue as a going concern, the Company will need, among other things, additional capital resources. In addition, convertible notes in the principal amount of $500,000, which are held by the Company’s sole director and officer have matured as to $350,000 at April 30, 2020 and the balance is due on various dates through June 1, 2020.  The Company does not presently have the funds to pay these notes.  Although management plans to seek to raise necessary funding through equity financing arrangements, any such financing may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ended July 31, 2020. However, until the Company engages in an active business or makes an acquisition the Company is not likely to be able to raise any significant debt or equity financing.

The ability of the Company to begin operations in any new business is dependent upon, among other things, obtaining financing to commence operations and develop a business plan or making an acquisition. The Company cannot give any assurance as to its ability to develop or acquire a business or to operate profitably.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – DISCONTINUED OPERATION

The change of the business qualified as a discontinued operation of the Company (Note 1). In conjunction with the discontinued operations, the Company has excluded results of discontinued operations from its consolidated statements of operations to classify that business as discontinued operations in all periods presented. The liabilities of the discontinued operations were presented separately under the captions “Liabilities from discontinued operation” in the accompanying consolidated balance sheets at April 30, 2020 and July 31, 2019.

The following table shows the results of operations which are included in the loss from discontinued operations:

	Three Months Ended					Nine Months Ended
	April 30,					April 30,
	2020		2019			2020		2019
Revenue	$	-	$	-		$	-	$	-
Cost of revenue		-		-			-		-
Inventory valuation reserve		-		-			-		(404,350	)
Gross profit		-		-			-		(404,350	)
General and administrative		-		-			-		(27,520	)
Stock based compensation		-		(181,125	)		-		(228,000	)
Operating loss		-		(181,125	)		-		(659,870	)
Income tax provision		-		-			-		-
Loss from discontinued operations, net of tax	$	-	$	(181,125	)	$	-	$	(659,870	)

10

The following table summarizes the carrying amounts of the net liabilities from discontinued operations as of April 30, 2020 and July 31, 2019, respectively.

	April 30,		July 31,
	2020		2019
Liabilities from discontinued operations
Advance from customer	$	19,500	$	19,500

NOTE 5 - RELATED PARTY TRANSACTIONS

On March 19, 2018, the Company entered into a one-year employment agreement with the former chief executive officer, who was also the sole director, pursuant to which the Company issued to him 17,500,000 shares of common stock, valued at $980,000, and agreed to pay him $164,706 to cover the federal income tax on the value of the stock and the tax payment. The shares are fully vested. As of April 30, 2020 and July 31, 2019, $164,706 was reflected as an amount due to related parties.

In 2018, the Company issued convertible notes in the principal amount of $500,000 to an unrelated party who, in August 2019, became the Company’s sole officer and director (see Note 6). As a result of the investor becoming the Company’s sole officer and director, these notes were reclassified as convertible notes – related party.

During the nine months ended April 30, 2020, the Company’s shareholder paid operating expenses of $27,700 on behalf of the Company.

NOTE 6 - CONVERTIBLE NOTES – RELATED PARTY

At April 30, 2020 and July 31, 2019, convertible note consisted of the following:

	April 30,		July 31,
	2020		2019
Convertible promissory notes issued	$	500,000	$	500,000
Less discount		-		(162,179	)
Total convertible note		500,000		337,821
Accrued interest		54,163		33,268
Liability component	$	554,163	$	371,089

Pursuant to a note purchase agreement dated March 20, 2018 between the Company and a then non-affiliated lender, the lender made loans to the Company in the total amount of $500,000, for which the Company issued two-year 5% convertible notes. The notes are convertible into common stock of the Company at $0.02 per share. The Company agreed to grant the lender a security interest in equipment which was purchased from the proceeds of the notes. The equipment was not been delivered to the Company. The Company is in default of its obligation to grant the lender a security interest in the inventory and the Company did not obtain physical possession of the inventory. The lender was appointed as a director, chief executive officer, chief financial officer, president and secretary of the Company on August 14, 2019 upon the resignation of the Company’s previous sole director and officer.

Interest of 5% is payable annually until the settlement date. The note is currently in default and default interest rate is 12 % per annum. No interest was paid during the nine months ended April 30, 2020.

NOTE 7 - COMMON STOCK

Issuance of Common Stock

During the nine months ended April 30, 2020, there were no issuance of common stock. During the nine months ended April 30, 2019, the Company issued 1,250,000 shares, to a consultant for consulting services of $225,000, based on the market price on the date of issuance.

As of April 30, 2020 and July 31, 2019, the Company had no options and warrants outstanding.

At April 30, 2020, the principal and accrued interest on the convertible notes described in Note 6 were convertible into 27,708,150 shares of common stock.

NOTE 8 – SUBSEQUENT EVENT

Subsequent to April 30, 2020, convertible notes in the principal amount of $150,000 matured, and, at June 1, 2020, the total principal amount of convertible notes described in Note 6 had matured.  

11

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

Overview

Prior to March 16, 2018, we were engaged in the development of mining assets. We never generated any revenue from this business and,, as of April 30, 2018, all of the assets associated with the mining business were fully reserved against and have no value. On March 16, 2018, we had a change in management, with the resignation of our sole director and chief executive officer and our chief financial officer, and the appointment of a new director and chief executive officer, who became our sole executive officer. With the change of management, we changed our business to developing the business of designing and selling computer equipment which can be used for the mining of cryptocurrency. In April 2019, our sole director and officer resigned and we discontinued the business of designing and selling computer equipment for the cryptocurrency business, from which we did not generate any revenue. On August 14, 2019, the then sole officer and director resigned and Jose Maria Eduardo Gonzalez Romero was appointed as our sole officer and director. At the time, Mr. Romero was our largest creditor, having purchased, for $500,000, our 5% convertible notes in the principal amount of $500,000, of which $350,000 had matured as of April 30, 2020 and the full $500,000 had matured as of June 1, 2020.  We are now in the process of looking for a new business, either through an acquisition or commencing new business activities with a new management team. Although we have had discussions with potential acquisition candidates, as of the date of this report, we have not signed any agreement, letter of intent or memorandum of understanding with respect to any potential acquisition or management group, and we cannot assure you that we will be able to make any acquisition. Because of our financial condition, the low price and lack of liquidity of our stock, and our stock being traded on the OTC Pink, and the outstanding convertible debt, it is not likely that we will be able to acquire any company other than a company without a history of earnings. In such event, we will need to raise a significant amount of funds. We have no assurance that financing will be available to us on acceptable, if any, terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. The terms of any acquisition or any equity financing is likely to result in substantial dilution to existing stockholders.

During the period from March through June 2018, we raised $500,000 from the sale of our convertible notes in the principal amount of $500,000 to Mr. Romero, who, at the time, was not a related party. The proceeds of these notes were used to purchase inventory for our cryptocurrency mining equipment business and for working capital purposes, including expenses relating to our status as a public company. Pursuant to the loan agreement, we were to give Mr. Romero a security interest in this equipment. The equipment was never delivered to us in the United States and we did not grant Mr. Romero a security interest in the inventory, which was a beach of our agreement. The value of the inventory was written down to zero. We anticipate that in connection with any acquisition or financing, it may be necessary for us to pay the principal and interest on the notes to Mr. Romero. The need to make this payment or renegotiate the terms of the notes may affect our ability to make an acquisition or, if we can make an acquisition, the terms of the acquisition.  As a result of our failure to pay the notes on the maturity date, the interest rate, from and after the maturity date, accrued at 12% per annum.

Results of Operations

Three and nine months Ended April 30, 2020 and 2019

For the three months ended April 30, 2020, we incurred operating expenses of $26,241, primarily professional fees, resulting in a loss from operations of $26,241. Other expenses consisted of interest and accretion on convertible notes of $41,847, resulting in a net loss from continuing operations and a net loss of $68,088, or ($0.00) per share (basic and diluted). We did not have any loss from discontinued operations for the three months ended April 30, 2020. For the three months ended April 30, 2019, we incurred operating expenses of $7,535, primarily professional fees, resulting in a loss from operations of $7,535. Other expenses consisted of interest and accretion on convertible notes of $68,311, resulting in a net loss from continuing operations of $75,846 or ($0.00) per share (basic and diluted). Our loss from discontinued operations was $181,125, or ($0.00) per share (basic and diluted). Our net loss was $256,971, or ($0.00) per share (basic and diluted).

For the nine months ended April 30, 2020, we incurred operating expenses of $34,829, primarily professional fees, resulting in a loss from operations of $34,829.  Other expenses consisted of interest and accretion on convertible notes of $183,074, resulting in a net loss from continuing operations and a net loss of $217,903, or ($0.00) per share (basic and diluted). We did not have any loss from discontinued operations for the nine months ended April 30, 2020.  For the nine months ended April 30, 2019, we incurred operating expenses of $52,268, primarily professional fees, resulting in a loss from operations of $52,268. Other expenses consisted of interest and accretion on convertible notes of $209,538, resulting in a net loss from continuing operations of $261,806, or ($0.00) per share (basic and diluted).  Our loss from discontinued operations was $659,870, or ($0.01) per share (basic and diluted). Our loss from discontinued operations resulted primarily from the writeoff of inventory associated with our former business.  Our net loss was $921,676, or ($0.01) per share (basic and diluted).

12

Liquidity and Capital Resources

The following summarizes our change in working capital from July 31, 2019 to April 30, 2020:

	April 30, 2020			July 31, 2019			Change			% Change
Current assets	$	1,115		$	1,850		$	(735	)		(39.7	%)
Current liabilities		832,045			614,877			217,168			35.3	%
Working capital (deficiency)	$	(830,930	)	$	(613,027	)		(217,903	)		(35.6	%)

The following table summarizes our cash flow for the nine months ended April 30, 2020 and 2019:

	Nine months ended April 30,
	2010			2019
Cash flow used in operating activities	$	(735	)	$	(51,866	)
Net changes in cash		(735	)		(51,866	)

The cash flow used in operating activities for the nine months ended April 30, 2020 reflects our net loss of $217,903, increased by accrued interest and accretion on convertible notes of $183,074, and increases in accounts payable and accrued liabilities of $6,394 and due to related parties of $27,700. The cash flow used in operating activities for the nine months ended April 30, 2019 reflects the net loss from continuing operations of $261,806, increased by accrued interest and accretion on convertible notes of $190,839 and an increases in accounts payable and accrued liabilities of $34,471and decreased by an increase in prepaid expenses of $4,350.

For the nine months ended April 30, 2020 and 2019, we did not have any cash flow from investing or financing activities or non-cash transactions.

Going Concern

Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the nine months ended April 30, 2020, we incurred a net loss of $217,903. As of April 30, 2020, we had an accumulated deficit of $12,570,985, we had earned no revenues since inception and we were not engaged in an active business. In order to continue as a going concern, we will need, among other things, additional capital resources. In addition, convertible notes in the principal amount of $500,000, which are held by our sole director and officer, have matured as to $350,000 at April 30, 2020 and the balance was due June 1, 2020. We do not presently have the funds to pay these notes. Although we plan to seek to raise funding through equity financing arrangements, any such financing may be insufficient to fund our capital expenditures, working capital and other cash requirements for the year ended July 31, 2020. However, until we engage in an active business or make an acquisition, we are not likely to be able to raise any significant debt or equity financing.

Our ability to begin operations in any new business is dependent upon, among other things, obtaining financing to commence operations and develop a business plan or making an acquisition. We cannot give any assurance as to our ability to develop or acquire a business or to operate profitably. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

Use of Estimates: The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses, including the valuation of non-cash transactions. Actual results may differ from these estimates.

Revenue Recognition:

We recognize revenues in accordance with Topic 606, which requires us to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services. We recognize revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. We have not realized any revenues from operations, and are not currently engaged in any active business.

13

Share-based expenses

In accordance with ASC 718 “Compensation – Stock Compensation” we account for stock-based compensation arrangements with employees, nonemployee directors and consultants using a fair value method, which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options, on a straight-line basis over the requisite service period in the Company’s consolidated statements of operations. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant.

Net Loss per Share of Common Stock

We calculate net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional shares of common stock were dilutive. Diluted earnings per share excludes all dilutive potential shares if their effect is anti-dilutive.

Recent Accounting Pronouncements

We have implemented all new pronouncements that are in effect and that may impact our consolidated financial statements and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial statements or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of April 30, 2020, the end of the period covered by this quarterly report on Form 10-Q. The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our chief executive officer and chief financial officer, which positions are held by the same person who assumed such positions on August 14, 2019 and who is our only employee and who does not work for us on a full-time basis. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our chief executive officer and chief financial officer, concluded that, due to the inadequacy of our internal controls over financial reporting, our sole employee being our chief executive and financial officer and sole director and our limited internal audit function, our disclosure controls were not effective as of April 30, 2020, such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the president and treasurer, as appropriate to allow timely decisions regarding disclosure.

Changes in Internal Control over Financial Reporting

As reported in our annual report on Form 10-K for the year ended July 31, 2019, management has determined that our internal controls contain material weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel and excessive reliance on third party consultants for accounting, financial reporting and related activities. The lack of any separation of duties, with the same person, who is our only employee who serves as both chief executive officer and chief financial officer, who is our sole director and who does not have an accounting background and serves on a part-time basis, makes it unlikely that we will be able to implement effective internal controls over financial reporting in the near future.

During the period ended April 30, 2020, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

14

PART II – OTHER INFORMATION

Item 6. Exhibits.

Exhibits

Exhibit Number	Description of Exhibits
31.1	Section 302 Certificate of Chief Executive Officer and Principal Financial Officer.
32.1	Section 906 Certificate of Chief Executive Officer and Principal Financial Officer.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

15

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	IMINE CORPORATION
Dated: June 15, 2020		/s/ Jose Maria Eduardo Gonzalez Romero
		Jose Maria Eduardo Gonzalez Romero
		Chief Executive Officer and Chief Financial Officer

16

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Jose Maria Eduardo Gonzalez Romero, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of iMine Corporation, a Nevada corporation, for the quarter ended April 30, 2020;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 15, 2020	By:	/s/ Jose Maria Eduardo Gonzalez Romero
		Jose Maria Eduardo Gonzalez Romero
		Chief Executive Officer and Chief Financial Officer (principal executive officer and principal financial officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Jose Maria Eduardo Gonzalez Romero, President and Chief Executive Officer and Chief Financial Officer of iMine Corporation (the “Registrant”), certifies, under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of the Registrant for the quarter ended April 30, 2020 (the “Report”):

(1) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: June 15, 2020	By:	/s/ Jose Maria Eduardo Gonzalez Romero
	Name:	Jose Maria Eduardo Gonzalez Romero
	Title:	Chief Executive Officer and Chief Financial Officer (principal executive officer and principal financial officer)

XML

DISCONTINUED OPERATION (Tables)

9 Months Ended

Apr. 30, 2020

Discontinued Operations and Disposal Groups [Abstract]

Schedule of discontinued operations

	Three Months Ended					Nine Months Ended
	April 30,					April 30,
	2020		2019			2020		2019
Revenue	$	—	$	—		$	—	$	—
Cost of revenue		—		—			—		—
Inventory valuation reserve		—		—			—		(404,350	)
Gross profit		—		—			—		(404,350	)
General and administrative		—		—			—		(27,520	)
Stock based compensation		—		(181,125	)		—		(228,000	)
Operating loss		—		(181,125	)		—		(659,870	)
Income tax provision		—		—			—		—
Loss from discontinued operations, net of tax	$	—	$	(181,125	)	$	—	$	(659,870	)

	April 30,		July 31,
	2020		2019
Liabilities from discontinued operations
Advance from customer	$	19,500	$	19,500

XML

Consolidated Balance Sheets - USD ($)	Apr. 30, 2020	Jul. 31, 2019
Current Assets
Cash and cash equivalents	$ 1,115	$ 1,850
Total Current Assets	1,115	1,850
TOTAL ASSETS	1,115	1,850
Current Liabilities
Accounts payable and accrued liabilities	65,976	59,582
Due to related parties	192,406	164,706
Convertible notes payable - related party	554,163	371,089
Liabilities from discontinued operation	19,500	19,500
Total Current Liabilities	832,045	614,877
TOTAL LIABILITIES	832,045	614,877
Stockholders' Deficit
Common stock: 300,000,000 authorized; $0.001 par value 79,792,286 shares issued and outstanding at April 30, 2020 and July 31, 2019	79,792	79,792
Additional paid in capital	11,660,263	11,660,263
Accumulated deficit	(12,570,985)	(12,353,082)
Total Stockholders' Deficit	(830,930)	(613,027)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 1,115	$ 1,850

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (217,903)	$ (921,676)
Net loss from discontinued operations		(659,870)
Net loss from continuing operations	(217,903)	(261,806)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest and accretion on convertible notes	183,074	190,839
Changes in operating assets and liabilities:
Prepaid expenses		(4,350)
Accounts payable and accrued liabilities	6,394	34,471
Due to related parties	27,700
Net cash used in operating activities - continuing operations	(735)	(40,846)
Net cash used in operating activities - discontinued operations		(11,020)
Net cash used in operating activities	(735)	(51,866)
Net decrease in cash and cash equivalents	(735)	(51,866)
Cash and cash equivalents, beginning of period	1,850	53,971
Cash and cash equivalents, end of period	1,115	2,105
Supplemental cash flow information
Cash paid for interest	0	0
Cash paid for taxes	$ 0	$ 0

XML

COMMON STOCK

9 Months Ended

Apr. 30, 2020

Stockholders' Equity Note [Abstract]

COMMON STOCK

NOTE 7 - COMMON STOCK

Issuance of Common Stock

During the nine months ended April 30, 2020, there were no issuance of common stock. During the nine months ended April 30, 2019, the Company issued 1,250,000 shares, to a consultant for consulting services of $225,000, based on the market price on the date of issuance.

As of April 30, 2020 and July 31, 2019, the Company had no options and warrants outstanding.

At April 30, 2020, the principal and accrued interest on the convertible notes described in Note 6 were convertible into 27,708,150 shares of common stock.

XML

SUBSEQUENT EVENT (Detail Textuals) - USD ($)	Jun. 10, 2020	Apr. 30, 2020
Subsequent Event [Line Items]
Principal amount of convertible note		$ 500,000
Subsequent event | Convertible note one
Subsequent Event [Line Items]
Principal amount of convertible note	$ 150,000

XML

RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($)	1 Months Ended	9 Months Ended
	Mar. 19, 2018	Apr. 30, 2020	Jul. 31, 2019
Related Party Transaction [Line Items]
Convertible promissory notes issued		$ 500,000	$ 500,000
Shareholder paid operating expenses		27,700
Employment agreement | Director and chief executive officer
Related Party Transaction [Line Items]
Term of agreement	1 year
Number of shares issued	17,500,000
Value of shares issued	$ 980,000
Agreement of related party obligations	$ 164,706
Due to related parties, current		$ 164,706	$ 164,706

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals)	9 Months Ended
	Apr. 30, 2020 shares
Accounting Policies [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount	27,708,150

XML

DISCONTINUED OPERATION (Details 1) - USD ($)	Apr. 30, 2020	Jul. 31, 2019
Discontinued operations
Liabilities from discontinued operations
Advance from customer	$ 19,500	$ 19,500

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Measurements, Recurring	Apr. 30, 2020 USD ($)
Assets:
Cash	$ 1,115
Liabilities:
Convertible notes payable	554,163
Quoted Prices in Active Markets (Level 1)
Assets:
Cash	1,115
Liabilities:
Convertible notes payable	0
Significant Other Observable Inputs (Level 2)
Assets:
Cash	0
Liabilities:
Convertible notes payable	554,163
Significant Unobservable Inputs (Level 3)
Assets:
Cash	0
Liabilities:
Convertible notes payable	$ 0

XML

COMMON STOCK (Detail Textuals) - USD ($)	9 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Schedule of Equity Method Investments [Line Items]
Number of shares issued for conversion of convertible note	27,708,150
Consultant
Schedule of Equity Method Investments [Line Items]
Number of shares issued for consulting service		1,250,000
Value of shares issued for consulting service		$ 225,000

XML

Consolidated Balance Sheets (Parentheticals) - $ / shares	Apr. 30, 2020	Jul. 31, 2019
Statement Of Financial Position [Abstract]
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares issued	79,792,286	79,792,286
Common stock, shares outstanding	79,792,286	79,792,286

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Apr. 30, 2020

Accounting Policies [Abstract]

Schedule of assets measured at fair value on a recurring basis

	April 30, 2020		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level3)
Assets:
Cash	$	1,115	$	1,115	$	—	$	—
Liabilities:
Convertible notes payable		554,163		—		554,163		—

XML

CONVERTIBLE NOTES - RELATED PARTY

9 Months Ended

Apr. 30, 2020

Debt Disclosure [Abstract]

CONVERTIBLE NOTES - RELATED PARTY

NOTE 6 – CONVERTIBLE NOTES – RELATED PARTY

At April 30, 2020 and July 31, 2019, convertible note consisted of the following:

	April 30,		July 31,
	2020		2019
Convertible promissory notes issued	$	500,000	$	500,000
Less discount		—		(162,179	)
Total convertible note		500,000		337,821
Accrued interest		54,163		33,268
Liability component	$	554,163	$	371,089

Pursuant to a note purchase agreement dated March 20, 2018 between the Company and a then non-affiliated lender, the lender made loans to the Company in the total amount of $500,000, for which the Company issued two-year 5% convertible notes. The notes are convertible into common stock of the Company at $0.02 per share. The Company agreed to grant the lender a security interest in equipment which was purchased from the proceeds of the notes. The equipment was not been delivered to the Company. The Company is in default of its obligation to grant the lender a security interest in the inventory and the Company did not obtain physical possession of the inventory. The lender was appointed as a director, chief executive officer, chief financial officer, president and secretary of the Company on August 14, 2019 upon the resignation of the Company’s previous sole director and officer.

Interest of 5% is payable annually until the settlement date. The note is currently in default and default interest rate is 12 % per annum. No interest was paid during the nine months ended April 30, 2020.

XML

ORGANIZATION AND BUSINESS OPERATIONS

9 Months Ended

Apr. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

iMine Corporation (the “Company”) is a Nevada corporation incorporated on October 26, 2010 under the name Oconn Industries. The Company’s name was changed to Oconn Industries Corp. on February 16, 2012, to Diamante Minerals, Inc. on April 1, 2014, and to iMine Corporation on March 20, 2018. The change of name to iMine Corporation was effected through the merger of the Company’s wholly-owned subsidiary, iMine Corporation, a Nevada corporation, into the Company. The Company has one subsidiary, iMine Corporation, an Indiana corporation, which is inactive.

During 2018, the Company was engaged in the development of the business of selling computer equipment which can be used for the mining of cryptocurrency. As a result of the decline in the price of cryptocurrency, which made the purchase of the Company’s equipment uneconomical, the Company has discontinued that business, which is reflected as a discontinued operation, and the value of the prepaid inventory, which was the only asset of the discontinued operation at July 31, 2019, was fully reserved against. The Company is not engaged in any business activities and is looking to engage in another business, either through an acquisition of an existing business or by engaging a management team to develop a new business. The Company does not have any agreement to acquire any company or to bring on a management team to commence new business activities. The Company cannot give assurance that it will be successful in attracting either an acquisition candidate or a new management team. Any business the Company may acquire may be an operating business or a business with no history of earnings that is seeking to develop its business. Because of the Company’s financial condition and the market for and market price of its common stock, the Company does not believe that it would be an attractive candidate for a profitable business that is looking to go public through a reverse acquisition.

XML

CONVERTIBLE NOTES - RELATED PARTY (Details) - USD ($)	Apr. 30, 2020	Jul. 31, 2019
Debt Disclosure [Abstract]
Convertible promissory notes issued	$ 500,000	$ 500,000
Less discount	0	(162,179)
Total convertible note	500,000	337,821
Accrued interest	54,163	33,268
Liability component	$ 554,163	$ 371,089

XML

GOING CONCERN AND LIQUIDITY CONSIDERATIONS (Detail Textuals) - USD ($)	3 Months Ended						9 Months Ended
	Apr. 30, 2020	Jan. 31, 2020	Oct. 31, 2019	Apr. 30, 2019	Jan. 31, 2019	Oct. 31, 2018	Apr. 30, 2020	Apr. 30, 2019	Jul. 31, 2019
Going Concern And Liquidity Considerations [Line Items]
Net loss	$ (68,088)	$ (74,989)	$ (74,826)	$ (256,971)	$ (540,205)	$ (124,500)	$ (217,903)	$ (921,676)
Accumulated deficit	12,570,985						12,570,985		$ 12,353,082
Principal amount of convertible note	500,000						500,000
Sole director and officer
Going Concern And Liquidity Considerations [Line Items]
Principal amount of convertible note	$ 350,000						$ 350,000

XML

CONVERTIBLE NOTES - RELATED PARTY (Tables)

9 Months Ended

Apr. 30, 2020

Debt Disclosure [Abstract]

Schedule of intrinsic value of the conversion option to convert the liability into equity of the group

	April 30,		July 31,
	2020		2019
Convertible promissory notes issued	$	500,000	$	500,000
Less discount		—		(162,179	)
Total convertible note		500,000		337,821
Accrued interest		54,163		33,268
Liability component	$	554,163	$	371,089

XML

GOING CONCERN AND LIQUIDITY CONSIDERATIONS

9 Months Ended

Apr. 30, 2020

Going Concern and Liquidity Considerations [Abstract]

GOING CONCERN AND LIQUIDITY CONSIDERATIONS

NOTE 3 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the nine months ended April 30, 2020, the Company incurred a net loss of $217,903. As of April 30, 2020, the Company had an accumulated deficit of $12,570,985 and has earned no revenues since inception and was not engaged in an active business. In order to continue as a going concern, the Company will need, among other things, additional capital resources. In addition, convertible notes in the principal amount of $500,000, which are held by the Company’s sole director and officer have matured as to $350,000 at April 30, 2020 and the balance is due on various dates through June 1, 2020.  The Company does not presently have the funds to pay these notes.  Although management plans to seek to raise necessary funding through equity financing arrangements, any such financing may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ended July 31, 2020. However, until the Company engages in an active business or makes an acquisition the Company is not likely to be able to raise any significant debt or equity financing.

The ability of the Company to begin operations in any new business is dependent upon, among other things, obtaining financing to commence operations and develop a business plan or making an acquisition. The Company cannot give any assurance as to its ability to develop or acquire a business or to operate profitably.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

XML

SUBSEQUENT EVENT

9 Months Ended

Apr. 30, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENT

NOTE 8 – SUBSEQUENT EVENT

Subsequent to April 30, 2020, convertible notes in the principal amount of $150,000 matured, and, at June 1, 2020, the total principal amount of convertible notes described in Note 6 had matured.

XML

Document and Entity Information - shares	9 Months Ended
	Apr. 30, 2020	Jun. 10, 2020
Document and Entity Information [Abstract]
Entity Registrant Name	iMine Corp
Entity Central Index Key	0001556801
Current Fiscal Year End Date	--07-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		79,792,286
Document Type	10-Q
Document Period End Date	Apr. 30, 2020
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Interactive Data Current	Yes

XML

Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Jul. 31, 2018	$ 78,542	$ 11,365,925	$ (11,335,439)	$ 109,028
Balance (in shares) at Jul. 31, 2018	78,542,286
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	$ 1,250	223,750		225,000
Stock-based compensation (in shares)	1,250,000
Net loss			(124,500)	(124,500)
Balance at Oct. 31, 2018	$ 79,792	11,589,675	(11,459,939)	209,528
Balance (in shares) at Oct. 31, 2018	79,792,286
Balance at Jul. 31, 2018	$ 78,542	11,365,925	(11,335,439)	109,028
Balance (in shares) at Jul. 31, 2018	78,542,286
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss				(921,676)
Balance at Apr. 30, 2019	$ 79,792	11,589,675	(12,257,115)	(587,648)
Balance (in shares) at Apr. 30, 2019	79,792,286
Balance at Oct. 31, 2018	$ 79,792	11,589,675	(11,459,939)	209,528
Balance (in shares) at Oct. 31, 2018	79,792,286
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(540,205)	(540,205)
Balance at Jan. 31, 2019	$ 79,792	11,589,675	(12,000,144)	(330,677)
Balance (in shares) at Jan. 31, 2019	79,792,286
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(256,971)	(256,971)
Balance at Apr. 30, 2019	$ 79,792	11,589,675	(12,257,115)	(587,648)
Balance (in shares) at Apr. 30, 2019	79,792,286
Balance at Jul. 31, 2019	$ 79,792	11,660,263	(12,353,082)	(613,027)
Balance (in shares) at Jul. 31, 2019	79,792,286
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(74,826)	(74,826)
Balance at Oct. 31, 2019	$ 79,792	11,660,263	(12,427,908)	(687,853)
Balance (in shares) at Oct. 31, 2019	79,792,286
Balance at Jul. 31, 2019	$ 79,792	11,660,263	(12,353,082)	(613,027)
Balance (in shares) at Jul. 31, 2019	79,792,286
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss				(217,903)
Balance at Apr. 30, 2020	$ 79,792	11,660,263	(12,570,985)	(830,930)
Balance (in shares) at Apr. 30, 2020	79,792,286
Balance at Oct. 31, 2019	$ 79,792	11,660,263	(12,427,908)	(687,853)
Balance (in shares) at Oct. 31, 2019	79,792,286
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(74,989)	(74,989)
Balance at Jan. 31, 2020	$ 79,792	11,660,263	(12,502,897)	(762,842)
Balance (in shares) at Jan. 31, 2020	79,792,286
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(68,088)	(68,088)
Balance at Apr. 30, 2020	$ 79,792	$ 11,660,263	$ (12,570,985)	$ (830,930)
Balance (in shares) at Apr. 30, 2020	79,792,286

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DISCONTINUED OPERATION

9 Months Ended

Apr. 30, 2020

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATION

NOTE 4 – DISCONTINUED OPERATION

The change of the business qualified as a discontinued operation of the Company (Note 1). In conjunction with the discontinued operations, the Company has excluded results of discontinued operations from its consolidated statements of operations to classify that business as discontinued operations in all periods presented. The liabilities of the discontinued operations were presented separately under the captions “Liabilities from discontinued operation” in the accompanying consolidated balance sheets at April 30, 2020 and July 31, 2019.

The following table shows the results of operations which are included in the loss from discontinued operations:

	Three Months Ended					Nine Months Ended
	April 30,					April 30,
	2020		2019			2020		2019
Revenue	$	—	$	—		$	—	$	—
Cost of revenue		—		—			—		—
Inventory valuation reserve		—		—			—		(404,350	)
Gross profit		—		—			—		(404,350	)
General and administrative		—		—			—		(27,520	)
Stock-based compensation		—		(181,125	)		—		(228,000	)
Operating loss		—		(181,125	)		—		(659,870	)
Income tax provision		—		—			—		—
Loss from discontinued operations, net of tax	$	—	$	(181,125	)	$	—	$	(659,870	)

The following table summarizes the carrying amounts of the net liabilities from discontinued operations as of April 30, 2020 and July 31, 2019, respectively.

	April 30,		July 31,
	2020		2019
Liabilities from discontinued operations
Advance from customer	$	19,500	$	19,500

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Apr. 30, 2020

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements, including the accounts of the Company and its wholly-owned subsidiary, iMine Corporation, an Indiana corporation. All material intercompany accounts, transactions, and profits have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses, including the valuation of non-cash transactions. Actual results may differ from these estimates.

Reclassification

Reclassification

Certain reclassifications have been made to the prior year financial statements to conform to the current period presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The following table summarizes fair value measurements by level at April 30, 2020, measured at fair value on a recurring basis:

	April 30, 2020		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level3)
Assets:
Cash	$	1,115	$	1,115	$	—	$	—
Liabilities:
Convertible notes payable		554,163		—		554,163		—

Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with Topic 606, which requires the Company to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. The Company has not realized any revenues from operations, and is not currently engaged in any active business.

Share-based expenses

Stock-based expenses

The Company accounts for stock-based compensation arrangements with employees, nonemployee directors and consultants using a fair value method, which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options, on a straight-line basis over the requisite service period in the Company’s consolidated statements of operations. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant.

Income Taxes

Income Taxes

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Concentrations of Credit Risk

Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and related party payables it will likely incur in the near future. The Company places its cash with financial institutions of high credit worthiness. At times, its cash balance with a particular financial institution may exceed any applicable government insurance limits. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Net Loss per Share of Common Stock

Net Loss per Share of Common Stock

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt. As of April 30, 2020, there were 27,708,150 common stock equivalents that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has implemented all new pronouncements that are in effect and that may impact its consolidated 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 its consolidated financial statements or results of operations.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Apr. 30, 2020

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 5 - RELATED PARTY TRANSACTIONS

On March 19, 2018, the Company entered into a one-year employment agreement with the former chief executive officer, who was also the sole director, pursuant to which the Company issued to him 17,500,000 shares of common stock, valued at $980,000, and agreed to pay him $164,706 to cover the federal income tax on the value of the stock and the tax payment. The shares are fully vested. As of April 30, 2020 and July 31, 2019, $164,706 was reflected as an amount due to related parties.

In 2018, the Company issued convertible notes in the principal amount of $500,000 to an unrelated party who, in August 2019, became the Company’s sole officer and director (see Note 6). As a result of the investor becoming the Company’s sole officer and director, these notes were reclassified as convertible notes – related party.

During the nine months ended April 30, 2020, the Company’s shareholder paid operating expenses of $27,700 on behalf of the Company.

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Consolidated Statements of Operation (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Apr. 30, 2020	Apr. 30, 2019	Apr. 30, 2020	Apr. 30, 2019
Income Statement [Abstract]
Revenue	$ 0	$ 0	$ 0	$ 0
Operating expenses
General and administrative	285	185	935	871
Professional fees	25,956	7,350	33,894	51,397
Total operating expenses	26,241	7,535	34,829	52,268
Loss from operations	(26,241)	(7,535)	(34,829)	(52,268)
Other income and expense
Interest and accretion on convertible notes	(41,847)	(68,311)	(183,074)	(209,538)
Total other expense	(41,847)	(68,311)	(183,074)	(209,538)
Loss before income taxes	(68,088)	(75,846)	(217,903)	(261,806)
Provision for income taxes	0	0	0	0
Net loss from continuing operations	(68,088)	(75,846)	(217,903)	(261,806)
Loss from discontinued operations, net of tax		(181,125)		(659,870)
Net loss	$ (68,088)	$ (256,971)	$ (217,903)	$ (921,676)
Basic and diluted loss per share of common stock
Continuing operations (in dollars per share)	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Discontinued operations (in dollars per share)		0.00		(0.01)
Net loss (in dollars per share)	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)
Basic weighted average number of common shares outstanding (in shares)	79,792,286	79,792,286	79,792,286	79,659,502

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ORGANIZATION AND BUSINESS OPERATIONS (Detail Textuals) Subsidiary in Thousands	9 Months Ended
	Apr. 30, 2020 Subsidiary
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of subsidiary	1

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Apr. 30, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Presentation of Interim Information
 

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with Rule 8-03 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended July 31, 2019 have been omitted. These financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended July 31, 2019 included within the Company’s Annual Report on Form 10-K.

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.

Principles of Consolidation

The accompanying consolidated financial statements, including the accounts of the Company and its wholly-owned subsidiary, iMine Corporation, an Indiana corporation. All material intercompany accounts, transactions, and profits have been eliminated in consolidation.

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses, including the valuation of non-cash transactions. Actual results may differ from these estimates.

Reclassification

Certain reclassifications have been made to the prior year financial statements to conform to the current period presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

Fair Value of Financial Instruments

As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The following table summarizes fair value measurements by level at April 30, 2020, measured at fair value on a recurring basis:

	April 30, 2020		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level3)
Assets:
Cash	$	1,115	$	1,115	$	—	$	—
Liabilities:
Convertible notes payable		554,163		—		554,163		—

Revenue Recognition

The Company recognizes revenue in accordance with Topic 606, which requires the Company to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. The Company has not realized any revenues from operations, and is not currently engaged in any active business.

Stock-based expenses

The Company accounts for stock-based compensation arrangements with employees, nonemployee directors and consultants using a fair value method, which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options, on a straight-line basis over the requisite service period in the Company’s consolidated statements of operations. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant.

Income Taxes

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and related party payables it will likely incur in the near future. The Company places its cash with financial institutions of high credit worthiness. At times, its cash balance with a particular financial institution may exceed any applicable government insurance limits. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Net Loss per Share of Common Stock

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt. As of April 30, 2020, there were 27,708,150 common stock equivalents that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive.

Recent Accounting Pronouncements

The Company has implemented all new pronouncements that are in effect and that may impact its consolidated 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 its consolidated financial statements or results of operations.

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CONVERTIBLE NOTES - RELATED PARTY (Detail Textuals) - USD ($)	1 Months Ended	9 Months Ended
	Mar. 20, 2018	Apr. 30, 2020
Debt Instrument [Line Items]
Convertible notes, amount		$ 500,000
Interest Payable		5.00%
Default interest rate		0.12
Note purchase agreement | Non-affiliated party
Debt Instrument [Line Items]
Convertible notes, amount	$ 500,000
Debt instrument, term	2 years
Percentage of convertible notes	5.00%
Conversion price	$ 0.02

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DISCONTINUED OPERATION (Details) - Discontinued operations - USD ($)	3 Months Ended		9 Months Ended
	Apr. 30, 2020	Apr. 30, 2019	Apr. 30, 2020	Apr. 30, 2019
Operating expenses
Revenue	$ 0	$ 0	$ 0	$ 0
Cost of revenue	0	0	0	0
Inventory valuation reserve	0	0	0	(404,350)
Gross profit	0	(0)	0	(404,350)
General and administrative	0	0	0	(27,520)
Stock-based compensation	0	(181,125)	0	(228,000)
Operating loss	0	(181,125)	0	(659,870)
Income tax provision	0	0	0	0
Loss from discontinued operations, net of tax	$ 0	$ (181,125)	$ 0	$ (659,870)