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, 2021
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)

+ (507) 6619-8233

(Registrant’s telephone number, including area code)

Securities registered under Section 12(g) of the Exchange Act: Common stock, par value $0.001 per share

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	☒	Smaller reporting company	☒
		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 25, 2021, there were 56,808,953 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, 2021 and July 31, 2020 (Unaudited)	4
	Consolidated Statements of Operations for the three and nine months ended April 30, 2021 and 2020 (Unaudited)	5
	Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended April 30, 2021 and 2020 (Unaudited)	6
	Consolidated Statements of Cash Flows for the nine months ended April 30, 2021 and 2020 (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 1	Legal Proceedings	15
Item 6:	Exhibits	15

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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, 2020, 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.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

iMINE CORPORATION

Consolidated Balance Sheets

(Unaudited)

	April 30,			July 31,
	2021			2020
ASSETS
Current Assets
Cash	$	755		$	1,025
Total Current Assets		755			1,025
TOTAL ASSETS	$	755		$	1,025
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	76,166		$	72,576
Due to related parties		212,816			193,316
Convertible notes payable - related party		613,535			568,659
Liabilities from discontinued operation		19,500			19,500
Total Current Liabilities		922,017			854,051
TOTAL LIABILITIES		922,017			854,051
Stockholders' Deficit
Common stock: 300,000,000 authorized; $0.001 par value 56,808,953 and 79,792,286 shares issued and outstanding, respectively		56,809			79,792
Additional paid in capital		11,683,246			11,660,263
Common stock to be issued		120,000			120,000
Accumulated deficit		(12,781,317	)		(12,713,081	)
Total Stockholders' Deficit		(921,262	)		(853,026	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	755		$	1,025

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,
	2021			2020			2021			2020
Revenue	$	-		$	-		$	-		$	-
Operating expenses
General and administrative		90			285			270			935
Professional fees		15,390			25,956			23,090			33,894
Total operating expenses		15,480			26,241			23,360			34,829
Loss from operations		(15,480	)		(26,241	)		(23,360	)		(34,829	)
Other income and expense
Interest and accretion on convertible notes		(14,630	)		(41,847	)		(44,876	)		(183,074	)
Total other expense		(14,630	)		(41,847	)		(44,876	)		(183,074	)
Loss before income taxes		(30,110	)		(68,088	)		(68,236	)		(217,903	)
Provision for income taxes		-			-			-			-
Net Loss	$	(30,110	)	$	(68,088	)	$	(68,236	)	$	(217,903	)
Basic and diluted loss per share of common stock	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic weighted average number of common shares outstanding		77,468,129			79,792,286			79,034,594			79,792,286

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

5

iMINE CORPORATION

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(Unaudited)

For the Three and Nine Months ended April 30, 2021

	Common Stock						Additional		Common					Total
	Shares			Amount			Paid in  Capital		stock  to be issued		Accumulated  Deficit			Stockholders' Deficit
Balance - July 31, 2020		79,792,286		$	79,792		$	11,660,263	$	120,000	$	(12,713,081	)	$	(853,026	)
Net loss		-			-			-		-		(19,063	)		(19,063	)
Balance - October 31, 2020		79,792,286			79,792			11,660,263		120,000		(12,732,144	)		(872,089	)
Net loss		-			-			-		-		(19,063	)		(19,063	)
Balance - January 31, 2021		79,792,286			79,792			11,660,263		120,000		(12,751,207	)		(891,152	)
Cancellation of common stock		(22,983,333	)		(22,983	)		22,983		-		-			-
Net loss		-			-			-		-		(30,110	)		(30,110	)
Balance - April 30, 2021		56,808,953		$	56,809		$	11,683,246	$	120,000	$	(12,781,317	)	$	(921,262	)

For the Three and Nine Months ended April 30, 2020

	Common Stock				Additional					Total
	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	)

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,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(68,236	)	$	(217,903	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest and accretion on convertible notes		44,876			183,074
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		3,590			6,394
Due to related parties		19,500			27,700
Net cash used in operating activities		(270	)		(735	)
Net change in cash		(270	)		(735	)
Cash, beginning of period		1,025			1,850
Cash, end of period	$	755		$	1,115
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-cash transactions:
Cancellation of common stock	$	22,983		$	-

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 effective through the merger of the Company’s wholly owned subsidiary, iMine Corporation, into the Company. The Company has one subsidiary, iMine Corporation, an Indiana corporation, which is inactive.

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, 2020 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, 2020 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.

Principals 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 consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the SEC include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Fair Value Measurements

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).

8

The following table summarizes fair value measurements by level at April 30, 2021 and July 31, 2020, measured at fair value on a recurring basis:

	April 30, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level3)
Assets:
Cash	$	755	$	755	$	-	$	-
Liabilities:
Convertible notes payable - related party		613,535		-		613,535		-

					Significant
			Quoted		Other		Significant
			Prices in		Observable		Unobservable
	July 31,		Active Markets		Inputs		Inputs
	2020		(Level 1)		(Level 2)		(Level3)
Assets:
Cash	$	1,025	$	1,025	$	-	$	-
Liabilities:
Convertible notes payable - related party		568,659		-		568,659		-

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.

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 common shares outstanding during the period. Diluted earnings per share of common stock are 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 and shares to be issued for services performed. As of April 30, 2021, and 2020, there were approximately 28,000,000 and 25,000,000 common stock equivalents outstanding, respectively, 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.

9

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, 2021, the Company incurred a net loss of $68,236. As of April 30, 2021, the Company had an accumulated deficit of $12,781,317 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. Management’s plans to raise necessary funding through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ended July 31, 2021. However, until the Company engages in an active business or makes an acquisition the Company is likely to not be able to raise any significant debt or equity financing. The Company does not presently have the funds to pay the convertible notes which matured at various dates in 2020.

The ability of the Company to begin operations in its new business model 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 - 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, 2021 and July 31, 2020, $164,706 was reflected as an amount due to related parties.

During the nine months ended April 30, 2021 and 2020, our shareholder paid operating expenses of $19,500 and $27,700 on behalf of the Company, respectively.

The following table sets forth the amounts due to related parties at April 30, 2021 and July 31, 2020:

	April 30,		July 31,
	2021		2020
Due to former chief executive officer pursuant to executive employment agreement	$	164,706	$	164,706
Due to shareholders		48,110		28,610
	$	212,816	$	193,316

NOTE 5 - CONVERTIBLE NOTES - RELATED PARTY

At April 30, 2021 and July 31, 2020, convertible note consisted of the following:

	April 30,		July 31,
	2021		2020
Convertible promissory notes issued	$	500,000	$	500,000
Less discount		-		-
Total convertible note		500,000		500,000
Accrued interest		113,535		68,659
Liability component	$	613,535	$	568,659

Pursuant to a note purchase agreement dated March 20, 2018 between the Company and a 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. In August 2019, the lender became the Company’s sole officer and director. As a result of the investor becoming the Company’s sole officer and director, these notes were reclassified as convertible notes - related party. The notes are convertible into common stock of the Company at $0.02 per share.

Interest of 5% is payable annually until the settlement date. The notes default rate of 12% is payable from maturity date of the notes. During the nine months ended April 30, 2021, and 2020, the Company recorded interest expense of $44,876 and $20,895 and amortization of debt discount of $0 and $162,179, respectively. No interest has been paid during the nine months ended April 30, 2021.

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NOTE 6 - COMMON STOCK

Authorized Common Stock

The Company has authorized 300,000,000 shares of common stock at par value of $0.001 per share. Each share of common stock entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought.

During the nine months ended April 30, 2021, 22,983,333 shares of common stock were returned to the Company and cancelled.

There were 56,808,953 and 79,792,286 shares of common stock issued and outstanding as of April 30, 2021 and July 31, 2020, respectively.

As of April 30, 2021 and July 31, 2020, the Company had no options and warrants outstanding.

Common Stock to be issued

As of April 30, 2021 and July 31, 2020, the Company recorded 3,000,000 shares to be issued to the CEO for compensation valued at $120,000.

NOTE 7 - DISCONTINUED OPERATION

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 its equipment uneconomical, the Company has discontinued that business. The change of the business qualified as a discontinued operation of the Company. In conjunction with the discontinued operations, 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, 2021 and July 31, 2020, respectively.

NOTE 8 - SUBSEQUENT EVENTS

The Company has also filed a lawsuit against the former CEO, Daniel Tsai and is attempting to serve. The Company is claiming breach of his fiduciary duty and gross misconduct.

The Company is aggressively pursuing the manufacturer of the equipment to either deliver the equipment purchased or refund the purchase including interest and damages.

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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 elected as our sole officer and director. At the time, Mr. Romero was our largest creditor, having invested $500,000 for the purchase of our 5% convertible notes, which mature on various dates in 2020. We are now in the process of looking for a new business, either through an acquisition or commencing new business activities. 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, 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, 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. Equity financing would result in additional 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 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 are aggressively pursuing the manufacturer of the equipment to either deliver the equipment purchased or refund the purchase including interest and damages. The value of the inventory was written down to zero. We anticipate that in connection with any acquisition or financing, we will pay the principal and interest on the notes to Mr. Romero. The need to make this payment may affect our ability to make an acquisition or, if we can make an acquisition, the terms of the acquisition.

Results of Operations

Three Months Ended April 30, 2021 and 2020

For the three months ended April 30, 2021, we incurred operating expenses of $15,480, primarily professional fees, resulting in a loss from operations of $15,480. Other expenses consisted of interest and accretion on convertible notes of $14,630, resulting in a net loss of $30,110, or ($0.00) per share (basic and diluted). For the three months ended April 31, 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 of $68,088 or ($0.00) per share (basic and diluted).

Nine months Ended April 30, 2021 and 2020

For the nine months ended April 30, 2021, we incurred operating expenses of $23,360, primarily professional fees, resulting in a loss from operations of $23,360. Other expenses consisted of interest and accretion on convertible notes of $44,876, resulting in a net loss of $68,236, or ($0.00) per share (basic and diluted). For the nine months ended April 31, 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 of $217,903 or ($0.00) per share (basic and diluted).

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Liquidity and Capital Resources

The following summarizes our change in working capital from July 31, 2020 to April 30, 2021:

	April 30,			July 31,
	2021			2020			Change			%
Current assets	$	755		$	1,025		$	(270	)	(26		%)
Current liabilities	$	922,017		$	854,051		$	67,966			8	%
Working capital deficiency	$	(921,262	)	$	(853,026	)	$	(68,236	)		8	%

The increase in working capital deficiency is primarily due to an increase in convertible note - related party due to an increase in accrued interest.

The following table summarizes our cash flow for the nine months ended April 30, 2021 and 2020:

	Nine Months Ended
	April 30,
	2021			2020			Change
Cash used in operating activities	$	(270	)	$	(735	)	$	465
Cash on hand	$	755		$	1,115		$	(360	)

 
The cash flow used in operating activities for the nine months ended April 30, 2021 reflects our net loss of $68,236, decreased by accrued interest on convertible notes of $44,876, and increases in due to related parties of $19,500 and accounts payable and accrued liabilities of $3,590. The cash flow used in operating activities for the nine months ended April 31, 2020 reflects the net loss of $217,903, decreased by accrued interest and accretion on convertible notes of $183,074, and increases in due to related parties of $27,700 and accounts payable and accrued liabilities of $6,394.

For the nine months ended April 30, 2021 and 2020, 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, 2021, we incurred a net loss of $68,236. As of April 30, 2021, we had an accumulated deficit of $12,781,317, we had earned no revenues since inception and we were not engaged in an active business. We intend to seek to either acquire a business or enter into a new business. However, until we engage in an active business or make an acquisition we are likely to not be able to raise any significant debt or equity financing or any funds that we may raise are likely to be on very unfavorable terms. We do not presently have the funds to pay the convertible notes which mature at various dates in 2020. Our ability to begin operations in its new business model 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.

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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.

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, 2021, 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, 2021, 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, 2020, 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, 2021, 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 1. Legal Proceedings.

We have filed a lawsuit against the former CEO, Daniel Tsai and are attempting to serve. We are claiming breach of his fiduciary duty and gross misconduct.

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: July 26, 2021		/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, 2021;
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: July 26, 2021	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, 2021 (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: July 26, 2021	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

Cover - shares	9 Months Ended
	Apr. 30, 2021	Jun. 25, 2021
Cover [Abstract]
Entity Registrant Name	iMine Corporation
Entity Central Index Key	0001556801
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--07-31
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Apr. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		56,808,953
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-55233
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	27-3816969
Entity Address Address Line 1	8520 Allison Point Blvd Ste
Entity Address Address Line 2	223 #87928
Entity Address City Or Town	Indianapolis
Entity Address State Or Province	IN
Entity Address Postal Zip Code	46250
City Area Code	507
Local Phone Number	6619-8233
Entity Interactive Data Current	Yes

XML

Consolidated Balance Sheets - USD ($)	Apr. 30, 2021	Jul. 31, 2020
Current Assets
Cash	$ 755	$ 1,025
Total Current Assets	755	1,025
TOTAL ASSETS	755	1,025
Current Liabilities
Accounts payable and accrued liabilities	76,166	72,576
Due to related parties	212,816	193,316
Convertible notes payable - related party	613,535	568,659
Liabilities from discontinued operation	19,500	19,500
Total Current Liabilities	922,017	854,051
TOTAL LIABILITIES	922,017	854,051
Stockholders' Deficit
Common stock: 300,000,000 authorized; $0.001 par value 56,808,953 and 79,792,286 shares issued and outstanding, respectively	56,809	79,792
Additional paid in capital	11,683,246	11,660,263
Common stock to be issued	120,000	120,000
Accumulated deficit	(12,781,317)	(12,713,081)
Total Stockholders' Deficit	(921,262)	(853,026)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 755	$ 1,025

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Apr. 30, 2021	Jul. 31, 2020
Consolidated Balance Sheets
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	56,808,953	79,792,286
Common stock, shares outstanding	56,808,953	79,792,286

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Apr. 30, 2021	Apr. 30, 2020	Apr. 30, 2021	Apr. 30, 2020
Consolidated Statements of Operations (Unaudited)
Revenue	$ 0	$ 0	$ 0	$ 0
Operating expenses
General and administrative	90	285	270	935
Professional fees	15,390	25,956	23,090	33,894
Total operating expenses	15,480	26,241	23,360	34,829
Loss from operations	(15,480)	(26,241)	(23,360)	(34,829)
Other income and expense
Interest and accretion on convertible notes	(14,630)	(41,847)	(44,876)	(183,074)
Total other expense	(14,630)	(41,847)	(44,876)	(183,074)
Loss before income taxes	(30,110)	(68,088)	(68,236)	(217,903)
Provision for income taxes	0	0	0	0
Net Loss	$ (30,110)	$ (68,088)	$ (68,236)	$ (217,903)
Basic and diluted loss per share of common stock	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Basic weighted average number of common shares outstanding	77,468,129	79,792,286	79,034,594	79,792,286

XML

Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Common stock to be issued	Accumulated Deficit
Balance, shares at Jul. 31, 2019		79,792,286
Balance, amount at Jul. 31, 2019	$ (613,027)	$ 79,792	$ 11,660,263	$ (12,353,082)	$ 0
Net loss	(74,826)	$ 0	(74,826)	79,792	11,660,263
Balance, shares at Oct. 31, 2019		79,792,286
Balance, amount at Oct. 31, 2019	(687,853)	$ (12,427,908)	0	0	(74,989)
Balance, shares at Jul. 31, 2019		79,792,286
Balance, amount at Jul. 31, 2019	(613,027)	$ 79,792	11,660,263	(12,353,082)	0
Net loss	(217,903)
Balance, shares at Apr. 30, 2020		79,792,286
Balance, amount at Apr. 30, 2020	(830,930)
Balance, shares at Oct. 31, 2019		79,792,286
Balance, amount at Oct. 31, 2019	(687,853)	$ (12,427,908)	0	0	(74,989)
Net loss	(74,989)	$ 79,792	11,660,263	(12,502,897)	0
Balance, shares at Jan. 31, 2020		79,792,286
Balance, amount at Jan. 31, 2020	(762,842)	$ 0	(68,088)	79,792	11,660,263
Net loss	(68,088)	$ (12,570,985)
Balance, shares at Apr. 30, 2020		79,792,286
Balance, amount at Apr. 30, 2020	(830,930)
Balance, shares at Jul. 31, 2020		79,792,286
Balance, amount at Jul. 31, 2020	(853,026)	$ 79,792	11,660,263	120,000	(12,713,081)
Net loss	(19,063)	$ 0	0	0	(19,063)
Balance, shares at Oct. 31, 2020		79,792,286
Balance, amount at Oct. 31, 2020	(872,089)	$ 79,792	11,660,263	120,000	(12,732,144)
Balance, shares at Jul. 31, 2020		79,792,286
Balance, amount at Jul. 31, 2020	(853,026)	$ 79,792	11,660,263	120,000	(12,713,081)
Net loss	(68,236)
Balance, shares at Apr. 30, 2021		56,808,953
Balance, amount at Apr. 30, 2021	(921,262)	$ 56,809	11,683,246	120,000	(12,781,317)
Balance, shares at Oct. 31, 2020		79,792,286
Balance, amount at Oct. 31, 2020	(872,089)	$ 79,792	11,660,263	120,000	(12,732,144)
Net loss	(19,063)	$ 0	0	0	(19,063)
Balance, shares at Jan. 31, 2021		79,792,286
Balance, amount at Jan. 31, 2021	(891,152)	$ 79,792	11,660,263	120,000	(12,751,207)
Net loss	(30,110)	$ 0	0	0	(30,110)
Cancellation of common stock, shares		(22,983,333)
Cancellation of common stock, amount	0	$ (22,983)	22,983	0	0
Balance, shares at Apr. 30, 2021		56,808,953
Balance, amount at Apr. 30, 2021	$ (921,262)	$ 56,809	$ 11,683,246	$ 120,000	$ (12,781,317)

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Apr. 30, 2021	Apr. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (68,236)	$ (217,903)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest and accretion on convertible notes	44,876	183,074
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	3,590	6,394
Due to related parties	19,500	27,700
Net cash used in operating activities	(270)	(735)
Net change in cash	(270)	(735)
Cash, beginning of period	1,025	1,850
Cash, end of period	755	1,115
Supplemental cash flow information
Cash paid for interest	0	0
Cash paid for taxes	0	0
Non-cash transactions:
Cancellation of common stock	$ 22,983	$ 0

XML

ORGANIZATION AND BUSINESS OPERATIONS

9 Months Ended

Apr. 30, 2021

ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 - 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 effective through the merger of the Company’s wholly owned subsidiary, iMine Corporation, into the Company. The Company has one subsidiary, iMine Corporation, an Indiana corporation, which is inactive.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Apr. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - 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, 2020 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, 2020 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.

Principals 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 consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the SEC include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Fair Value Measurements

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, 2021 and July 31, 2020, measured at fair value on a recurring basis:

	April 30, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level3)
Assets:
Cash	$	755	$	755	$	-	$	-
Liabilities:
Convertible notes payable - related party		613,535		-		613,535		-

					Significant
			Quoted		Other		Significant
			Prices in		Observable		Unobservable
	July 31,		Active Markets		Inputs		Inputs
	2020		(Level 1)		(Level 2)		(Level3)
Assets:
Cash	$	1,025	$	1,025	$	-	$	-
Liabilities:
Convertible notes payable - related party		568,659		-		568,659		-

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.

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 common shares outstanding during the period. Diluted earnings per share of common stock are 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 and shares to be issued for services performed. As of April 30, 2021, and 2020, there were approximately 28,000,000 and 25,000,000 common stock equivalents outstanding, respectively, 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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GOING CONCERN AND LIQUIDITY CONSIDERATIONS

9 Months Ended

Apr. 30, 2021

GOING CONCERN AND LIQUIDITY CONSIDERATIONS

NOTE 3 - 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, 2021, the Company incurred a net loss of $68,236. As of April 30, 2021, the Company had an accumulated deficit of $12,781,317 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. Management’s plans to raise necessary funding through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ended July 31, 2021. However, until the Company engages in an active business or makes an acquisition the Company is likely to not be able to raise any significant debt or equity financing. The Company does not presently have the funds to pay the convertible notes which matured at various dates in 2020.

The ability of the Company to begin operations in its new business model 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.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Apr. 30, 2021

RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

NOTE 4 - 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, 2021 and July 31, 2020, $164,706 was reflected as an amount due to related parties.

During the nine months ended April 30, 2021 and 2020, our shareholder paid operating expenses of $19,500 and $27,700 on behalf of the Company, respectively.

The following table sets forth the amounts due to related parties at April 30, 2021 and July 31, 2020:

	April 30,		July 31,
	2021		2020
Due to former chief executive officer pursuant to executive employment agreement	$	164,706	$	164,706
Due to shareholders		48,110		28,610
	$	212,816	$	193,316

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CONVERTIBLE NOTES RELATED PARTY

9 Months Ended

Apr. 30, 2021

CONVERTIBLE NOTES RELATED PARTY

NOTE 5 - CONVERTIBLE NOTES - RELATED PARTY

NOTE 5 - CONVERTIBLE NOTES - RELATED PARTY

At April 30, 2021 and July 31, 2020, convertible note consisted of the following:

	April 30,		July 31,
	2021		2020
Convertible promissory notes issued	$	500,000	$	500,000
Less discount		-		-
Total convertible note		500,000		500,000
Accrued interest		113,535		68,659
Liability component	$	613,535	$	568,659

Pursuant to a note purchase agreement dated March 20, 2018 between the Company and a 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. In August 2019, the lender became the Company’s sole officer and director. As a result of the investor becoming the Company’s sole officer and director, these notes were reclassified as convertible notes - related party. The notes are convertible into common stock of the Company at $0.02 per share.

Interest of 5% is payable annually until the settlement date. The notes default rate of 12% is payable from maturity date of the notes. During the nine months ended April 30, 2021, and 2020, the Company recorded interest expense of $44,876 and $20,895 and amortization of debt discount of $0 and $162,179, respectively. No interest has been paid during the nine months ended April 30, 2021.

XML

COMMON STOCK

9 Months Ended

Apr. 30, 2021

COMMON STOCK

NOTE 6 - COMMON STOCK

NOTE 6 - COMMON STOCK

Authorized Common Stock

The Company has authorized 300,000,000 shares of common stock at par value of $0.001 per share. Each share of common stock entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought.

During the nine months ended April 30, 2021, 22,983,333 shares of common stock were returned to the Company and cancelled.

There were 56,808,953 and 79,792,286 shares of common stock issued and outstanding as of April 30, 2021 and July 31, 2020, respectively.

As of April 30, 2021 and July 31, 2020, the Company had no options and warrants outstanding.

Common Stock to be issued

As of April 30, 2021 and July 31, 2020, the Company recorded 3,000,000 shares to be issued to the CEO for compensation valued at $120,000.

XML

DISCONTINUED OPERATION

9 Months Ended

Apr. 30, 2021

DISCONTINUED OPERATION

NOTE 7 - DISCONTINUED OPERATION

NOTE 7 - DISCONTINUED OPERATION

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 its equipment uneconomical, the Company has discontinued that business. The change of the business qualified as a discontinued operation of the Company. In conjunction with the discontinued operations, 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, 2021 and July 31, 2020, respectively.

XML

SUBSEQUENT EVENTS

9 Months Ended

Apr. 30, 2021

SUBSEQUENT EVENTS

NOTE 8 - SUBSEQUENT EVENTS

NOTE 8 - SUBSEQUENT EVENTS

The Company has also filed a lawsuit against the former CEO, Daniel Tsai and is attempting to serve. The Company is claiming breach of his fiduciary duty and gross misconduct.

The Company is aggressively pursuing the manufacturer of the equipment to either deliver the equipment purchased or refund the purchase including interest and damages.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Apr. 30, 2021

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, 2020 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, 2020 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.

Principals 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 consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the SEC include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Fair Value Measurements

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, 2021 and July 31, 2020, measured at fair value on a recurring basis:

	April 30, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level3)
Assets:
Cash	$	755	$	755	$	-	$	-
Liabilities:
Convertible notes payable - related party		613,535		-		613,535		-

					Significant
			Quoted		Other		Significant
			Prices in		Observable		Unobservable
	July 31,		Active Markets		Inputs		Inputs
	2020		(Level 1)		(Level 2)		(Level3)
Assets:
Cash	$	1,025	$	1,025	$	-	$	-
Liabilities:
Convertible notes payable - related party		568,659		-		568,659		-

Stock based expense

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.

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 common shares outstanding during the period. Diluted earnings per share of common stock are 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 and shares to be issued for services performed. As of April 30, 2021, and 2020, there were approximately 28,000,000 and 25,000,000 common stock equivalents outstanding, respectively, 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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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Apr. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of assets measured at fair value on a recurring basis

	April 30, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level3)
Assets:
Cash	$	755	$	755	$	-	$	-
Liabilities:
Convertible notes payable - related party		613,535		-		613,535		-

					Significant
			Quoted		Other		Significant
			Prices in		Observable		Unobservable
	July 31,		Active Markets		Inputs		Inputs
	2020		(Level 1)		(Level 2)		(Level3)
Assets:
Cash	$	1,025	$	1,025	$	-	$	-
Liabilities:
Convertible notes payable - related party		568,659		-		568,659		-

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RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Apr. 30, 2021

RELATED PARTY TRANSACTIONS

Schedule of amounts due to related parties

	April 30,		July 31,
	2021		2020
Due to former chief executive officer pursuant to executive employment agreement	$	164,706	$	164,706
Due to shareholders		48,110		28,610
	$	212,816	$	193,316

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CONVERTIBLE NOTES RELATED PARTY (Tables)

9 Months Ended

Apr. 30, 2021

CONVERTIBLE NOTES RELATED PARTY

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

	April 30,		July 31,
	2021		2020
Convertible promissory notes issued	$	500,000	$	500,000
Less discount		-		-
Total convertible note		500,000		500,000
Accrued interest		113,535		68,659
Liability component	$	613,535	$	568,659

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Apr. 30, 2021	Jul. 31, 2020	Apr. 30, 2020	Jul. 31, 2019
Liabilities:
Cash	$ 755	$ 1,025	$ 1,115	$ 1,850
Convertible notes payable	613,535	568,659
Fair Value, Measurements, Recurring [Member]
Liabilities:
Cash	755	1,025
Convertible notes payable	613,535	568,659
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities:
Cash	755	1,025
Convertible notes payable	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities:
Cash	0	0
Convertible notes payable	613,535	568,659
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities:
Cash	0	0
Convertible notes payable	$ 0	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Narrative) - shares	9 Months Ended
	Apr. 30, 2021	Apr. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Antidilutive securities excluded from computation of earnings per share, amount	28,000,000	25,000,000

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GOING CONCERN AND LIQUIDITY CONSIDERATIONS (Detail Narrative) - USD ($)	3 Months Ended						9 Months Ended
	Apr. 30, 2021	Jan. 31, 2021	Oct. 31, 2020	Apr. 30, 2020	Jan. 31, 2020	Oct. 31, 2019	Apr. 30, 2021	Apr. 30, 2020	Jul. 31, 2020
GOING CONCERN AND LIQUIDITY CONSIDERATIONS
Net loss	$ (30,110)	$ (19,063)	$ (19,063)	$ (68,088)	$ (74,989)	$ (74,826)	$ (68,236)	$ (217,903)
Accumulated deficit	$ 12,781,317						$ 12,781,317		$ 12,713,081

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RELATED PARTY TRANSACTIONS (Details) - USD ($)	Apr. 30, 2021	Jul. 31, 2020
Due to related parties	$ 212,816	$ 193,316
Due to former chief executive officer pursuant to executive employment agreement [Member]
Due to related parties	164,706	164,706
Due to shareholders [Member]
Due to related parties	$ 48,110	$ 28,610

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RELATED PARTY TRANSACTIONS (Detail Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Mar. 19, 2018	Apr. 30, 2021	Apr. 30, 2020	Jul. 31, 2020
Shareholder paid operating expenses		$ 19,500	$ 27,700
Employment agreement | Former Chief Executive Office officer [member]
Amount due to stockholder		$ 164,706		$ 164,706
Number of shares issued	17,500,000
Value of shares issued	$ 980,000
Agreement of related party obligations	$ 164,706

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CONVERTIBLE NOTES - RELATED PARTY (Details) - USD ($)	Apr. 30, 2021	Jul. 31, 2020
CONVERTIBLE NOTES RELATED PARTY
Convertible promissory notes issued	$ 500,000	$ 500,000
Less discount	0	0
Total convertible note	500,000	500,000
Accrued interest	113,535	68,659
Liability component	$ 613,535	$ 568,659

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CONVERTIBLE NOTES - RELATED PARTY (Detail Narrative) - USD ($)	9 Months Ended
	Apr. 30, 2021	Apr. 30, 2020	Mar. 20, 2018
Interest Payable	5.00%
Default rate	12.00%
Interest expense	$ 44,876	$ 20,895
Amortization of debt discount	$ 0	$ 162,179
Note Purchase Agreement [Member] | Non Affiliated Party [Member]
Convertible notes, amount			$ 500,000
Percentage of convertible notes			5.00%
Conversion price			$ 0.02

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COMMON STOCK (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Apr. 30, 2021	Jul. 31, 2020
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	56,808,953	79,792,286
Common stock, shares outstanding	56,808,953	79,792,286
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares cancelled	22,983,333
CEO [Member]
shares issued for compensation	3,000,000	3,000,000
Stock-based compensation	$ 120,000	$ 120,000