10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2018   

or

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 333-188152

BIONOVATE TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

 

Nevada	33-1229553
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
3651 Lindell Road, Suite D1141, Las Vegas, NV	89103
(Address of principal executive offices)	(Zip Code)

 

(208) 231-1606

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

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. x YES   ¨ NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x YES   ¨ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	x
(Do not check if a smaller reporting company)		Emerging growth company	x

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ¨ YES   x NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ¨ YES   ¨ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

15,579,749 common shares issued and outstanding as of November 13, 2018.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition or Plan of Operation	11
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 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information	15
Item 6.	Exhibits	15
SIGNATURES		16

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Bionovate Technologies Corp

CONDENSED INTERIM BALANCE SHEETS

(Unaudited)

	September 30,			June 30,
	2018			2018
ASSETS
Current Assets
Cash	$	-		$	-
Total Current Assets		-			-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	67,687		$	40,506
Due to related parties		41,025			186,281
Convertible notes payable		142,956			82,895
Total Current Liabilities		251,668			309,682
TOTAL LIABILITIES		251,668			309,682
Stockholders' Deficit
Preferred stock: 90,000,000 authorized; $0.0001 par value - no shares issued and outstanding		-			-
Common stock: 100,000,000 authorized; $0.0001 par value 15,579,749 shares issued and outstanding		1,558			1,558
Additional paid in capital		2,201,582			2,056,059
Accumulated deficit		(2,454,808	)		(2,367,299	)
Total Deficit		(251,668	)		(309,682	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

The accompanying notes are an integral part of these condensed interim financial statements

3

Bionovate Technologies Corp

CONDENSED INTERIM STATEMENT OF OPERATIONS

(Unaudited)

	Three Months Ended
	September 30,
	2018			2017
Revenues	$	-		$	-
Cost of goods sold		-			-
Gross profit		-			-
Operating Expenses
General and administration		4,930			33,412
Professional		10,171			1,230
Total operating expenses		15,101			34,642
Net loss from operations		(15,101	)		(34,642	)
Other income (expense)
Foreign currency gain		(374	)		6,197
Interest expense		(72,034	)		(5,335	)
Total other income (expense)		(72,408	)		862
Net loss before taxes		(87,509	)		(33,780	)
Net loss	$	(87,509	)	$	(33,780	)
Comprehensive loss	$	(87,509	)	$	(33,780	)
Foreign currency adjustment		-			(14,013	)
Comprehensive loss	$	(87,509	)	$	(47,793	)
Basic and dilutive loss per share
Net loss	$	(0.01	)	$	(0.11	)
Weighted average number of shares outstanding		15,579,749			299,400

The accompanying notes are an integral part of these condensed interim financial statements

4

Bionovate Technologies Corp 

CONDENSED INTERIM STATEMENT OF CASH FLOWS

(Unaudited)

	Three Months Ended
	September 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(87,509	)	$	(33,780	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization of debt discount		60,000			2,060
Foreign currency adjustment		328			(6,197	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		27,181			5,417
Accrued salary		-			32,500
Net cash provided by operating activities		-			-
Net change in cash and cash equivalents		-			-
Cash and cash equivalents, beginning of period		-			-
Cash and cash equivalents, end of period	$	-		$	-
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-cash transactions:
Convertible note exchanged for due to related parties	$	60,000		$	-
Beneficial conversion feature	$	60,000		$	-
Debt forgiveness	$	85,523		$	-
Accounts payable paid by related party	$	-		$	15,532

The accompanying notes are an integral part of these condensed interim financial statements

5

BIONOVATE TECHNOLOGIES CORP

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS 

(Unaudited)

NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS

Bionovate Technologies Corp. (the “Company”, or the “Corporation”) was incorporated in the state of Nevada, United States on October 24, 2012 under the name MJP International Ltd. On December 1, 2017, the Company’s corporate name was changed to Bionocate Technologies Corp.

The Corporation was formed and organized to capitalize on new opportunities found in the North American market for light-emitting diode (“LED”) lighting. With China as the manufacturing backbone of future LED products, the Corporation has set up an office in Guangzhou, China in search of high quality products offered by reputable manufacturers to be introduced to Canada, the United States, and abroad. The Corporation has set out further details of the acquisition below as well as in Notes 3 and 4 to these consolidated financial statements.

On February 5, 2016, Energy Alliance Labs Inc. (“Energy Alliance”), incorporated on February 5, 2016, entered into an agreement to acquire 80% of the issued and outstanding equity interests of Human Energy Alliance Laboratories Corp., an Idaho corporation (“HEAL”) from certain shareholders of HEAL for $80,000. The cash for the acquisition of shares was transferred to the shareholders on November 1, 2016 and that is when the acquisition closed. Subsequent to the transfer of cash, the previous shareholders of the Company owned 80% of the issued and outstanding shares of HEAL.

On October 28, 2016, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Liao Zu Guo, an individual residing in China, whereby the Company issued 80,000 shares of its common stock in exchange for 100% of the issued and outstanding equity interests of Energy Alliance. Subsequent to the execution of the Share Exchange Agreement, Liao Zu Gao became a member of the Board of Directors of the Company.

On January 1, 2017, the Company entered into transfer agreement with Liao Zu Guo, whereby the Company transferred 100% of issued and outstanding equity interests of Energy Alliance for $20,000 for past services provided by Executive to the Company and agreed to assume the debt of Energy Alliance owed to the Liao Zu Guo in the aggregate amount of $28,239.

On December 1, 2017, a majority of stockholders and the board of directors approved a reverse stock split of the issued and outstanding shares of common stock on a fifty (50) old for one (1) new basis. A Certificate of Amendment was filed with the Nevada Secretary of State on December 11, 2017 with an effective date of December 21, 2017. All share and per share information in these financial statements retroactively reflect this stock distribution.

Our executive offices are located at 3006 E. Goldstone Drive, Suite 218, Meridian, ID 83642. Our telephone number is (208) 231 – 1606.

Going Concern

These condensed interim financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Corporation and its subsidiaries will be able to meet its obligations and continue its operations for the next fiscal year. Realizable values may be substantially different from carrying values as shown and these condensed interim financial statements, which do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Corporation be unable to continue as a going concern. At September 30, 2018, the Corporation had not yet achieved profitable operations and has an accumulated loss of $2,454,808 since inception. The Corporation expects to incur further losses, all of which casts substantial doubt about the Corporation’s ability to continue as a going concern. The Corporation’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that additional funding will be in the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the directors of the Corporation. There are no current arrangements in place for equity funding or short-term loans.

6

NOTE 2 – BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three months ended September 30, 2018, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2018. For further information, refer to the financial statements and footnotes thereto included in the Corporation’s filed Form 10-K for the year ended June 30, 2018.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect application of policies and the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from these estimates. Estimates and their underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recorded in the accounting period in which they are determined. The critical accounting estimates and assumptions in the accompanying unaudited condensed interim financial statements include the provision for unpaid loss and loss adjustment expenses which may result from product warranty provisions; valuation of deferred income taxes; valuation and impairment assessment of intangible assets; goodwill recoverability; and deferred acquisition costs.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

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

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

 

We currently do not have operations, and its management seeks to acquire cash generating businesses.

Fair Value of Financial Instrument

The Corporation follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Corporation defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Corporation considers the principal or most advantageous market in which the Corporation would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

The Corporation applies FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Corporation has not elected the fair value option for any eligible financial instruments.

7

Basic and Diluted Loss per Common Stock

FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per stock would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per common stock on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive.

NOTE 4 – CONVERTIBLE NOTE 

Convertible notes payable at September 30, 2018 and June 30, 2018, consists of the following:

	September 30,		June 30,
	2018		2018
Dated November 1, 2016	$	4,439	$	4,439
Dated January 1, 2017 - 1		10,489		10,489
Dated January 1, 2017 - 2		6,200		6,200
Dated January 1, 2017 - 3		3,483		3,422
Dated June 30, 2017		9,969		9,969
Dated April 1, 2018 - 1		10,000		10,000
Dated April 1, 2018 - 2		10,000		10,000
Dated June 30, 2018		28,376		28,376
Dated July 5, 2018 - 1		30,000		-
Dated July 5, 2018 - 2		15,000		-
Dated July 5, 2018 - 3		15,000		-
Total convertible notes payable		142,956		82,895
Less: Unamortized debt discount		-		-
Total convertible notes		142,956		82,895
Less: current portion of convertible notes		142,956		82,895

For the three months ended September 30, 2018 and 2017, the Company recognized interest expense of $12,034 and $3,275 and amortization of discount, included in interest expense, of $60.000 and $2,060, respectively. As of September 30, 2018, and June 30, 2018, the Company recorded accrued interest of $35,808 and $23,727, respectively

Dated November 1, 2016

On November 1, 2016, the Company issued a convertible note with a conversion price of $0.005 to extinguish debt of $18,239. The convertible note is unsecured, bears interest at 4% per annum and due and payable on November 1, 2017. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $18,239. During the year ended June 30, 2018, the convertible note of $3,800 was converted into 760,000 shares of common stock.

Dated January 1, 2017 - 1

On January 1, 2017, the Company issued a convertible note with a conversion price of $0.005 to extinguish amounts due to related parties of $10,000. The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $10,000. During the year ended June 30, 2018, the convertible note of $3,800 was converted into 760,000 shares of common stock.

8

Dated January 1, 2017 - 2

On January 1, 2017, the Company issued a convertible note with a conversion price of $0.005 to extinguish amounts due to related parties of $14,289. The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $14,289. During the year ended June 30, 2018, the convertible note of $3,800 was converted into 760,000 shares of common stock.

Dated January 1, 2017 - 3

On January 1, 2017, the Company issued a convertible note with a conversion price of $0.005 to extinguish amounts due to related parties of $3,352 (Canadian dollar (“CAD”) $4,500). The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $3,352 (CAD $4,500). The difference of amount was a result of change of exchange rate.

Dated June 30, 2017

On June 30, 2017, the Company issued a convertible note with a conversion price of $0.01 to pay operating expenses of $9,969. The convertible note is unsecured, bears interest at 35% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $9,969.

Dated April 1, 2018 – 1 and 2

On April 1, 2018, the Company issued 2 convertible notes totaling of $20,000 with a conversion price of $0.01 to pay a purchase of a patent of $10,000. The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and is due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $20,000.

Dated June 30, 2018

On June 30, 2018, the Company issued a convertible note with a conversion price of $0.01 to pay operating expenses of $28,376. The convertible note is unsecured, bears interest at 30% per annum, has no maturity date and is due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $28,376.

Dated July 5, 2018 – 1, 2 and 3

On June 30, 2018, the Company issued 3 convertible notes totaling of $60,000 with a conversion price of $0.01 to extinguish amounts due to related parties of $145,523. The convertible notes are unsecured, bears interest at 30% per annum, has no maturity date and is due on demand. The Company recorded a discount on the convertible notes due to a beneficial conversion feature of $60,000. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $60,000.

9

NOTE 5 – DUE TO RELATED PARTIES

As at September 30, 2018, the Company was obligated to shareholders for funds advanced to the Corporation for working capital.

During the three months ended September 30, 2018, the Company’s CEO paid accounts payable of $41,025 on behalf of the Company. The loans are unsecured, non-interest bearing and due on demand.

On July 5, 2018, the Company settled due to related parties of $145,523 (CAD 191,000) by issuing convertible notes of $60,000 to the third parties (Note 4). As a result, the Company recorded debt forgiveness of $85,523 as additional paid in capital.

As of September 30, 2018, and June 30, 2018, due to related party was $41,025 and $186,281, respectively.

NOTE 6 – CAPITAL STOCK

During the three months ended September 30, 2018, there were no issuance of common stock.

As at September 30, 2018 and June 30, 2018, 15,579,749 shares of common stock were issued and outstanding.

As at September 30, 2018, there were no warrants or options outstanding.

10

Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our consolidated unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

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

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

Corporate Overview

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

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

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

11

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

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

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

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

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

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

The name change and reverse split will become effective with the OTC Markets at the opening of trading on December 21, 2017 under the symbol “MJPID”. The "D" will be placed on our ticker symbol for 20 business days. Our new CUSIP number is 09074V103.

We do not have any subsidiaries.

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

Current Business

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

Results of Operations

Our operations for the three months ended September 30, 2018 are outlined below:

Three months ended September 30, 2018 compared to three months ended September 30, 2017.

	Three Months Ended
	September 30,						Change
	2018			2017			Amount			%
Revenues	$	-		$	-		$	-			-
Operating Expenses		(15,101	)		(34,642	)		19,541			(56	%)
Total other income (expense)		(72,408	)		862			(73,270	)		(8,500	%)
Net Loss	$	(87,509	)	$	(33,780	)	$	(53,729	)		159	%

For the three months ended September 30, 2018 and 2017, we had no revenue.

12

Our operating expenses, for the three months ended September 30, 2018 were $15,101 compared to $34,642 for the same period in 2017. The decrease in operating expenses was primarily as a result of a decrease in management fee.

Our total other expense, for the three months ended September 30, 2018 were $72,408 compared to $862 for the same period in 2017. Other income (expense) consists of foreign currency gain (loss) of ($374) and $6,197, and interest expense of $$72,034 and $5,335, respectively, for the three months ended September 30, 2018 and 2017.

The increase in net loss for the three months ended September 30, 2018 is a result of an increase in an increase in other expense offset by a decrease in management fee.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of September 30, 2018 and June 30, 2018, respectively.

Working Capital

	September 30,			June 30,
	2018			2018
Current Assets	$	-		$	-
Current Liabilities	$	251,668		$	309,682
Working Capital (Deficit)	$	(251,668	)	$	(309,682	)

On September 30, 2018, our Company’s cash balance was $0 and total assets were $0. On June 30, 2018, our Company’s cash balance was $0 and total assets were $0.

On September 30, 2018, our Company had total liabilities of $251,668, compared with total liabilities of $309,682 as at June 30, 2018.

On September 30, 2018, our Company had working capital deficiency of $251,668 compared with working capital deficiency of $309,682 as at June 30, 2018. The decrease in working capital deficiency was primarily attributed to a decrease in due to related parties.

Cash Flows

	Three Months Ended
	September 30,
	2018		2017
Net Cash Provided by Operating Activities	$	-	$	-
Net Cash Provided by Investing Activities	$	-	$	-
Net Cash Provided by Financing Activities	$	-	$	-
Net Change in Cash During the Period	$	-	$	-

Cash Flow from Operating Activities

During the three months ended September 30, 2018, our Company used $0 in operating activities, compared to $0 provided by operating activities during the three months ended September 30, 2017.

Cash Flow from Investing Activities

During the three months ended September 30, 2017 and 2016, our company did not have any investing activities.

13

Cash Flow from Financing Activities

During the three months ended September 30, 2017 and 2016, our company did not have any financing activities.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Revenue Recognition

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

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

 

Recent Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2018. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended September 30, 2018, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

14

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002
101*	Interactive Data File
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

__________ 

* Filed herewith.

** XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

15

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BIONOVATE TECHNOLOGIES CORP.
	(Registrant)
Dated: November 19, 2018	/s/ Liao Zu Guo
	Liao Zu Guo
	Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Director
	(Principal Executive Officer, Principal Financial Officer an Principal Accounting Officer)

16

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Liao Zu Guo, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Bionovate Technologies Corp.;
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 the 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:  November 19, 2018

/s/ Liao Zu Guo

Liao Zu Guo

Chief Executive Officer, Chief Financial Officer,

 Chief Operating Officer and Director

(Principal Executive Officer,

Principal Financial Officer an Principal Accounting 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

I, Liao Zu Guo, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Bionovate Technologies Corp. for the period ended September 30, 2018 (the "Report") 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 Bionovate Technologies Corp.

Dated: November 19, 2018	/s/ Liao Zu Guo
	Liao Zu Guo
	Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Director
	(Principal Executive Officer, Principal Financial Officer an Principal Accounting Officer)
	Bionovate Technologies Corp.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Bionovate Technologies Corp. and will be retained by Bionovate Technologies Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2018	Nov. 13, 2018
Document And Entity Information
Entity Registrant Name	BIONOVATE TECHNOLOGIES CORP.
Entity Central Index Key	0001575420
Trading Symbol	biio
Document Period End Date	Sep. 30, 2018
Current Fiscal Year End Date	--06-30
Document Type	10-Q
Amendment Flag	false
Is Entity's Reporting Status Current?	Yes
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		15,579,749
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Filer Category	Non-accelerated Filer

XML

CONDENSED INTERIM BALANCE SHEETS - USD ($)	Sep. 30, 2018	Jun. 30, 2018
Current Assets
Cash
Total Current Assets
TOTAL ASSETS
Current Liabilities
Accounts payable and accrued liabilities	67,687	40,506
Due to related parties	41,025	186,281
Convertible notes payable	142,956	82,895
Total Current Liabilities	251,668	309,682
TOTAL LIABILITIES	251,668	309,682
Stockholders' Deficit
Preferred stock: 90,000,000 authorized; $0.0001 par value - no shares issued and outstanding
Common stock: 100,000,000 authorized; $0.0001 par value 15,579,749 shares issued and outstanding	1,558	1,558
Additional paid in capital	2,201,582	2,056,059
Accumulated deficit	(2,454,808)	(2,367,299)
Total Deficit	(251,668)	(309,682)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

XML

CONDENSED INTERIM BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2018	Jun. 30, 2018
Stockholders' Deficit
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	15,579,749	15,579,749
Common stock, shares outstanding	15,579,749	15,579,749
Preferred stock, shares authorized	90,000,000	90,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

XML

CONDENSED INTERIM STATEMENT OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Condensed Interim Statement Of Operations
Revenues
Cost of goods sold
Gross profit
Operating Expenses
General and administration	4,930	33,412
Professional	10,171	1,230
Total operating expenses	15,101	34,642
Net loss from operations	(15,101)	(34,642)
Other income (expense)
Foreign currency gain	(374)	6,197
Interest expense	(72,034)	(5,335)
Total other income (expense)	(72,408)	862
Net loss before taxes	(87,509)	(33,780)
Net loss	(87,509)	(33,780)
Comprehensive loss	(87,509)	(33,780)
Foreign currency adjustment		(14,013)
Comprehensive Loss	$ (87,509)	$ (47,793)
Basic and dilutive loss per share
Net loss	$ (0.01)	$ (0.11)
Weighted average number of shares outstanding	15,579,749	299,400

XML

CONDENSED INTERIM STATEMENT OF CASH FLOWS (Unaudited( - USD ($)	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (87,509)	$ (33,780)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization of debt discount	60,000	2,060
Foreign currency adjustment	328	(6,197)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	27,181	5,417
Accrued salary		32,500
Net cash provided by operating activities
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental cash flow information
Cash paid for interest
Cash paid for taxes
Non-cash transactions:
Convertible note exchanged for due to related parties	60,000
Beneficial conversion feature	60,000
Debt forgiveness	85,523
Accounts payable paid by related party		$ 15,532

XML

NATURE AND CONTINUANCE OF OPERATIONS

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 1 - NATURE AND CONTINUANCE OF OPERATIONS

Bionovate Technologies Corp. (the “Company”, or the “Corporation”) was incorporated in the state of Nevada, United States on October 24, 2012 under the name MJP International Ltd. On December 1, 2017, the Company’s corporate name was changed to Bionocate Technologies Corp.

The Corporation was formed and organized to capitalize on new opportunities found in the North American market for light-emitting diode (“LED”) lighting. With China as the manufacturing backbone of future LED products, the Corporation has set up an office in Guangzhou, China in search of high quality products offered by reputable manufacturers to be introduced to Canada, the United States, and abroad. The Corporation has set out further details of the acquisition below as well as in Notes 3 and 4 to these consolidated financial statements.

On February 5, 2016, Energy Alliance Labs Inc. (“Energy Alliance”), incorporated on February 5, 2016, entered into an agreement to acquire 80% of the issued and outstanding equity interests of Human Energy Alliance Laboratories Corp., an Idaho corporation (“HEAL”) from certain shareholders of HEAL for $80,000. The cash for the acquisition of shares was transferred to the shareholders on November 1, 2016 and that is when the acquisition closed. Subsequent to the transfer of cash, the previous shareholders of the Company owned 80% of the issued and outstanding shares of HEAL.

On October 28, 2016, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Liao Zu Guo, an individual residing in China, whereby the Company issued 80,000 shares of its common stock in exchange for 100% of the issued and outstanding equity interests of Energy Alliance. Subsequent to the execution of the Share Exchange Agreement, Liao Zu Gao became a member of the Board of Directors of the Company.

On January 1, 2017, the Company entered into transfer agreement with Liao Zu Guo, whereby the Company transferred 100% of issued and outstanding equity interests of Energy Alliance for $20,000 for past services provided by Executive to the Company and agreed to assume the debt of Energy Alliance owed to the Liao Zu Guo in the aggregate amount of $28,239.

On December 1, 2017, a majority of stockholders and the board of directors approved a reverse stock split of the issued and outstanding shares of common stock on a fifty (50) old for one (1) new basis. A Certificate of Amendment was filed with the Nevada Secretary of State on December 11, 2017 with an effective date of December 21, 2017. All share and per share information in these financial statements retroactively reflect this stock distribution.

Our executive offices are located at 3006 E. Goldstone Drive, Suite 218, Meridian, ID 83642. Our telephone number is (208) 231 – 1606.

Going Concern

These condensed interim financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Corporation and its subsidiaries will be able to meet its obligations and continue its operations for the next fiscal year. Realizable values may be substantially different from carrying values as shown and these condensed interim financial statements, which do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Corporation be unable to continue as a going concern. At September 30, 2018, the Corporation had not yet achieved profitable operations and has an accumulated loss of $2,454,808 since inception. The Corporation expects to incur further losses, all of which casts substantial doubt about the Corporation’s ability to continue as a going concern. The Corporation’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that additional funding will be in the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the directors of the Corporation. There are no current arrangements in place for equity funding or short-term loans.

XML

BASIS OF PRESENTATION

3 Months Ended

Sep. 30, 2018

Basis Of Presentation

NOTE 2 -– BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three months ended September 30, 2018, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2018. For further information, refer to the financial statements and footnotes thereto included in the Corporation’s filed Form 10-K for the year ended June 30, 2018.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect application of policies and the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from these estimates. Estimates and their underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recorded in the accounting period in which they are determined. The critical accounting estimates and assumptions in the accompanying unaudited condensed interim financial statements include the provision for unpaid loss and loss adjustment expenses which may result from product warranty provisions; valuation of deferred income taxes; valuation and impairment assessment of intangible assets; goodwill recoverability; and deferred acquisition costs.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

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

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

We currently do not have operations, and its management seeks to acquire cash generating businesses.

Fair Value of Financial Instrument

The Corporation follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Corporation defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Corporation considers the principal or most advantageous market in which the Corporation would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

The Corporation applies FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Corporation has not elected the fair value option for any eligible financial instruments.

Basic and Diluted Loss per Common Stock

FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per stock would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per common stock on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive.

XML

CONVERTIBLE NOTE

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 4 - CONVERTIBLE NOTE

Convertible notes payable at September 30, 2018 and June 30, 2018, consists of the following:

	September 30,		June 30,
	2018		2018
Dated November 1, 2016	$	4,439	$	4,439
Dated January 1, 2017 - 1		10,489		10,489
Dated January 1, 2017 - 2		6,200		6,200
Dated January 1, 2017 - 3		3,483		3,422
Dated June 30, 2017		9,969		9,969
Dated April 1, 2018 - 1		10,000		10,000
Dated April 1, 2018 - 2		10,000		10,000
Dated June 30, 2018		28,376		28,376
Dated July 5, 2018 - 1		30,000		-
Dated July 5, 2018 - 2		15,000		-
Dated July 5, 2018 - 3		15,000		-
Total convertible notes payable		142,956		82,895
Less: Unamortized debt discount		-		-
Total convertible notes		142,956		82,895
Less: current portion of convertible notes		142,956		82,895

For the three months ended September 30, 2018 and 2017, the Company recognized interest expense of $12,034 and $3,275 and amortization of discount, included in interest expense, of $60.000 and $2,060, respectively. As of September 30, 2018, and June 30, 2018, the Company recorded accrued interest of $35,808 and $23,727, respectively

Dated November 1, 2016

On November 1, 2016, the Company issued a convertible note with a conversion price of $0.005 to extinguish debt of $18,239. The convertible note is unsecured, bears interest at 4% per annum and due and payable on November 1, 2017. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $18,239. During the year ended June 30, 2018, the convertible note of $3,800 was converted into 760,000 shares of common stock.

Dated January 1, 2017 - 1

On January 1, 2017, the Company issued a convertible note with a conversion price of $0.005 to extinguish amounts due to related parties of $10,000. The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $10,000. During the year ended June 30, 2018, the convertible note of $3,800 was converted into 760,000 shares of common stock.

Dated January 1, 2017 - 2

On January 1, 2017, the Company issued a convertible note with a conversion price of $0.005 to extinguish amounts due to related parties of $14,289. The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $14,289. During the year ended June 30, 2018, the convertible note of $3,800 was converted into 760,000 shares of common stock.

Dated January 1, 2017 - 3

On January 1, 2017, the Company issued a convertible note with a conversion price of $0.005 to extinguish amounts due to related parties of $3,352 (Canadian dollar (“CAD”) $4,500). The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $3,352 (CAD $4,500). The difference of amount was a result of change of exchange rate.

Dated June 30, 2017

On June 30, 2017, the Company issued a convertible note with a conversion price of $0.01 to pay operating expenses of $9,969. The convertible note is unsecured, bears interest at 35% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $9,969.

Dated April 1, 2018 – 1 and 2

On April 1, 2018, the Company issued 2 convertible notes totaling of $20,000 with a conversion price of $0.01 to pay a purchase of a patent of $10,000. The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and is due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $20,000.

Dated June 30, 2018

On June 30, 2018, the Company issued a convertible note with a conversion price of $0.01 to pay operating expenses of $28,376. The convertible note is unsecured, bears interest at 30% per annum, has no maturity date and is due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $28,376.

Dated July 5, 2018 – 1, 2 and 3

On June 30, 2018, the Company issued 3 convertible notes totaling of $60,000 with a conversion price of $0.01 to extinguish amounts due to related parties of $145,523. The convertible notes are unsecured, bears interest at 30% per annum, has no maturity date and is due on demand. The Company recorded a discount on the convertible notes due to a beneficial conversion feature of $60,000. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $60,000.

XML

DUE TO RELATED PARTIES

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 5 - DUE TO RELATED PARTIES

As at September 30, 2018, the Company was obligated to shareholders for funds advanced to the Corporation for working capital.

During the three months ended September 30, 2018, the Company’s CEO paid accounts payable of $41,025 on behalf of the Company. The loans are unsecured, non-interest bearing and due on demand.

On July 5, 2018, the Company settled due to related parties of $145,523 (CAD 191,000) by issuing convertible notes of $60,000 to the third parties (Note 4). As a result, the Company recorded debt forgiveness of $85,523 as additional paid in capital.

As of September 30, 2018, and June 30, 2018, due to related party was $41,025 and $186,281, respectively.

XML

CAPITAL STOCK

3 Months Ended

Sep. 30, 2018

Basis Of Presentation

NOTE 6 -– CAPITAL STOCK

During the three months ended September 30, 2018, there were no issuance of common stock.

As at September 30, 2018 and June 30, 2018, 15,579,749 shares of common stock were issued and outstanding.

As at September 30, 2018, there were no warrants or options outstanding.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Sep. 30, 2018

Summary Of Significant Accounting Policies

Revenue Recognition

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

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

We currently do not have operations, and its management seeks to acquire cash generating businesses.

Fair Value of Financial Instrument

The Corporation follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Corporation defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Corporation considers the principal or most advantageous market in which the Corporation would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

The Corporation applies FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Corporation has not elected the fair value option for any eligible financial instruments. 

Basic and Diluted Loss per Common Stock

FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per stock would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per common stock on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive.

XML

CONVERTIBLE NOTE (Tables)

3 Months Ended

Sep. 30, 2018

Convertible Note

Schedule of convertible note payable

	September 30,		June 30,
	2018		2018
Dated November 1, 2016	$	4,439	$	4,439
Dated January 1, 2017 - 1		10,489		10,489
Dated January 1, 2017 - 2		6,200		6,200
Dated January 1, 2017 - 3		3,483		3,422
Dated June 30, 2017		9,969		9,969
Dated April 1, 2018 - 1		10,000		10,000
Dated April 1, 2018 - 2		10,000		10,000
Dated June 30, 2018		28,376		28,376
Dated July 5, 2018 - 1		30,000		-
Dated July 5, 2018 - 2		15,000		-
Dated July 5, 2018 - 3		15,000		-
Total convertible notes payable		142,956		82,895
Less: Unamortized debt discount		-		-
Total convertible notes		142,956		82,895
Less: current portion of convertible notes		142,956		82,895

XML

NATURE AND CONTINUANCE OF OPERATIONS (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Feb. 05, 2016	Oct. 28, 2016	Sep. 30, 2018	Jun. 30, 2018
State of incorporation			Nevada
Date of incorporation			Oct. 24, 2012
Reverse stock split			Fifty (50) old for one (1) new basis
Accumulated deficit			$ (2,454,808)	$ (2,367,299)
Human Energy Alliance Laboratories Corp [Member]
Issued and outstanding equity interests	80.00%
January 1, 2017 [Member]
Assumption of due to related party			(28,239)
Consideration for past services provided by Executive to the company			$ 20,000
Liao Zu Guo [Member] | Human Energy Alliance Laboratories Corp [Member]
Cash for acquisition of shares	$ 80,000
Liao Zu Guo [Member] | Share Exchange Agreement [Member]
Issued and outstanding equity interests		100.00%
Number of common shares in exchange for issued and outstanding equity interests		80,000
MJP Holdings Ltd [Member] | Liao Zu Guo [Member] | January 1, 2017 [Member]
Issued and outstanding equity interests			100.00%

XML

CONVERTIBLE NOTE (Details) - USD ($)	Sep. 30, 2018	Jun. 30, 2018
Total convertible notes payable	$ 142,956	$ 82,895
Less: Unamortized debt discount
Total convertible notes	142,956	82,895
Less: current portion of convertible notes	142,956	82,895
Long-term convertible notes
Convertible Notes Payable [Member] | November 1, 2016 [Member]
Total convertible notes payable	4,439	4,439
Convertible Notes Payable [Member] | January 1, 2017 - 1 [Member]
Total convertible notes payable	10,489	10,489
Convertible Notes Payable [Member] | January 1, 2017 - 2 [Member]
Total convertible notes payable	6,200	6,200
Convertible Notes Payable [Member] | January 1, 2017 - 3 [Member]
Total convertible notes payable	3,483	3,422
Convertible Notes Payable [Member] | June 30, 2017 [Member]
Total convertible notes payable	9,969	9,969
Convertible Notes Payable [Member] | April 1, 2018 - 1 [Member]
Total convertible notes payable	10,000	10,000
Convertible Notes Payable [Member] | April 1, 2018 - 2 [Member]
Total convertible notes payable	10,000	10,000
Convertible Notes Payable [Member] | June 30, 2018 [Member]
Total convertible notes payable	28,376	28,376
Convertible Notes Payable [Member] | July 5, 2018 - 1 [Member]
Total convertible notes payable	30,000
Convertible Notes Payable [Member] | July 5, 2018 - 2 [Member]
Total convertible notes payable	15,000
Convertible Notes Payable [Member] | July 5, 2018 - 3 [Member]
Total convertible notes payable	$ 15,000

XML

CONVERTIBLE NOTE (Details Narrative)	1 Months Ended		3 Months Ended		12 Months Ended
	Jun. 30, 2018 USD ($) Integer $ / shares	Jun. 30, 2017 USD ($) $ / shares	Sep. 30, 2018 USD ($) Integer $ / shares	Sep. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) $ / shares shares
Amount due to relates parties	$ 186,281		$ 41,025		$ 186,281
Convertible note beneficial conversion feature			60,000
Amortization of debt discount			60,000	2,060
Interest expense			12,034	$ 3,275
Accrued interest	23,727		35,808		23,727
Convertible note issued	$ 82,895		$ 142,956		$ 82,895
Convertible Notes Payable [Member]
Convertible note conversion price | $ / shares	$ 0.01	$ 0.01			$ 0.01
Convertible note bearing interest	30.00%	35.00%
Convertible note beneficial conversion feature	$ 28,376	$ 9,969
Operating expenses	$ 28,376	$ 9,969
Convertible Notes Payable [Member] | July 5, 2018 –1, 2 and 3 [Member]
Convertible note conversion price | $ / shares	$ 0.01				$ 0.01
Amount due to relates parties	$ 145,523				$ 145,523
Convertible note bearing interest	30.00%
Number of notes issued | Integer	3
Convertible note beneficial conversion feature	$ 60,000
Convertible note issued	$ 60,000				$ 60,000
Convertible Notes Payable [Member] | April 1, 2018 - 1 and 2 [Member]
Convertible note conversion price | $ / shares			$ 0.01
Patent of purchase			$ 10,000
Convertible note bearing interest			45.00%
Number of notes issued | Integer			2
Convertible note beneficial conversion feature			$ 20,000
Convertible note issued			$ 20,000
Convertible Notes Payable [Member] | January 1, 2017 - 3 [Member]
Convertible note conversion price | $ / shares			$ 0.005
Amount due to relates parties			$ 3,352
Convertible Notes Payable [Member] | January 1, 2017 - 2 [Member]
Convertible note conversion price | $ / shares			$ 0.005
Amount due to relates parties			$ 14,289
Convertible note bearing interest			45.00%
Convertible note beneficial conversion feature			$ 14,289
Common stock converted, shares | shares					760,000
Common stock converted, amount					$ 3,800
Convertible Notes Payable [Member] | January 1, 2017 [Member]
Convertible note conversion price | $ / shares			$ 0.005
Amount due to relates parties			$ 10,000
Convertible note bearing interest			45.00%
Convertible note beneficial conversion feature			$ 10,000
Common stock converted, shares | shares					760,000
Common stock converted, amount					$ 3,800
Convertible Notes Payable [Member] | November 1, 2016 [Member]
Convertible note conversion price | $ / shares			$ 0.005
Amount due to relates parties			$ 18,239
Convertible note bearing interest			4.00%
Maturity date			Nov. 01, 2017
Convertible note beneficial conversion feature			$ 18,239
Common stock converted, shares | shares					760,000
Common stock converted, amount					$ 3,800
Convertible Notes Two [Member] | January 1, 2017 - 3 [Member]
Convertible note bearing interest			45.00%
Convertible note beneficial conversion feature			$ 3,352

XML

DUE TO RELATED PARTIES (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Jun. 30, 2018
Due to related parties	$ 41,025		$ 186,281
Convertible note issued	142,956		$ 82,895
Debt forgiveness	85,523
CEO [Member]
Due to related parties	41,025
On July 5, 2018 [Member]
Due to related parties	145,523
Convertible note issued	60,000
Debt forgiveness	$ 85,523

XML

CAPITAL STOCK (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2018	Jun. 30, 2018
Capital Stock
Common stock, shares issued	15,579,749	15,579,749
Common stock, shares outstanding	15,579,749	15,579,749
Proceeds from issuance of common stock	$ 0
Warrants or options outstanding	0