Bionovate Technologies Corp

CONDENSED INTERIM STATEMENT OF OPERATIONS

(Unaudited)

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

Bionovate Technologies Corp

CONDENSED INTERIM STATEMENT OF CASH FLOWS

(Unaudited)

		Nine Months Ended
		March 31,
		2018				2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continued operations		$	(1,638,643	)		$	(307,713	)
Loss from discontinued operation			-				(4,488	)
Gain from sale of investment			-				21,359
Net loss		$	(1,638,643	)		$	(290,842	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Impairment of intangible assets and goodwill			-				226,007
Gain from disposal of subsidiaries			-				(32,608	)
Amortization of debt discount			2,746				31,122
Loss on settlement of debt			1,549,439				-
Foreign currency adjustment			(11,979	)			-
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities			33,437				8,372
Accrued salary			65,000				-
Due to related parties			-				69,361
Net cash provided by continuing operating activities			-				11,412
Net cash used in discontinuing operating activities			-				(4,994	)
Net cash provided by operating activities			-				6,418
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash from acquisition			-				3,754
Disposal of subsidiaries			-				(1,406	)
Net cash provided by continuing investing activities			-				2,348
Net cash provided by discontinuing investing activities			-				4,716
Net cash provided by investing activities			-				7,064
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan payable			-				5,593
Common stock repurchases			-				(23,181	)
Net cash used in financing activities			-				(17,588	)
Effect of exchange rate changes on cash			-				3,170
Net increase in cash and cash equivalents			-				(936	)
Cash and cash equivalents, beginning of period			-				936
Cash and cash equivalents, end of period		$	-			$	-
Supplemental cash flow information
Cash paid for interest		$	-			$	-
Cash paid for taxes		$	-			$	-
Non-cash transactions:
4,000,000 shares issued due to assets acquisition		$	-			$	200,000
6,500,000 shares cancelled due to disposal of subsidy		$	-			$	650
Net assets acquired from Energy Alliance		$	-			$	84,000
Net liabilities acquired from Energy Alliance		$	-			$	(19,290	)
Net assets acquired from HEAL		$	-			$	4,498
Net liabilities acquired from HEAL		$	-			$	(15,215	)
Convertible note exchanged for due to related parties		$	-			$	27,670
Beneficial conversion feature		$	-			$	45,880
Accounts payable paid by related party		$	41,025			$	-
Common stock issued for settlement of debt		$	1,614,439			$	-
Common stock issued for conversion of debt		$	11,400			$	-

		Six Months Ended
		December 31,
		2018				2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(134,838	)		$	(78,950	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Expenses paid by convertible notes			17,302				-
Amortization of debt discount			77,302				2,746
Foreign currency adjustment			32				(8,163	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities			40,202				19,367
Accrued salary			-				65,000
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:
Beneficial conversion feature		$	77,302			$	-
Accounts payable paid by related party		$	-			$	26,801
Debt forgiveness		$	85,523			$	-

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

5

Table of Contents

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 BionocateBionovate 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 MarchDecember 31, 2018, the Corporation had not yet achieved profitable operations and has an accumulated loss of $2,265,206$2,502,137 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

Table of Contents

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 ninesix months ended MarchDecember 31, 2018, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2017.2018. 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, 2017.2018.

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

Foreign currency translation and functional currency conversion

Prior to July 1, 2017, the Company’s functional currency was the Canadian dollar. Translation gains and losses from the application of the U.S. dollar as the reporting currency during the period that the Canadian dollar was the functional currency are included as part of cumulative currency translation adjustment, which is reported as a component of shareholders’ equity under accumulated other comprehensive loss.

The Company re-assessed its functional currency and determined as at Jul 1, 2017, its functional currency changed from the Canadian dollar to the U.S. dollar based on management’s analysis of changes in our organization. The change in functional currency is accounted for prospectively from July 1, 2017 and financial statements prior to and including the period ended December 31, 2016 have not been restated for the change in functional currency.

For periods commencing July 1, 2017, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Opening balances related to non-monetary assets and liabilities are based on prior period translated amounts, and non-monetary assets and non-monetary liabilities incurred after Jul 1, 2017 are translated at the approximate exchange rate prevailing at the date of the transaction. Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transaction. Foreign exchange gains and losses are included in the statement of operations and comprehensive loss as foreign exchange gains.

Revenue Recognition

The Corporation recognizes revenueRevenues are recognized when persuasive evidencecontrol of an arrangement exists, shipment has occurredthe promised goods or services rendered,are transferred to a customer, in an amount that reflects the price is fixedconsideration that the Company expects to receive in exchange for those goods or determinable and payment is reasonably assured. Customers take ownership at pointservices. The Company applies the following five steps in order to determine the appropriate amount of sale and bear the costs and risksrevenue to be recognized as it fulfills its obligations under each of delivery.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.

7

Table of Contents

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.

7

Table of Contents

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.

NOTE 4 – DISCONTINUED OPERATOINS

On January 1, 2017, MJP entered into transfer agreement with Liao Zu Guo, whereby MJPI transferred 100% of issued and outstanding equity interests of Energy Alliance for consideration of $20,000 and assumption of debt of $28,239 for past services provided by Executive to the Company. There is no planned future involvement with Energy Alliance, however Liao Zu Guo continues to hold a position on the board of directors

During the nine months ended March 31, 2017, the Company recorded a gain on the sale of $21,359. The Company has no continuing involvement in the operations of Energy Alliance and its subsidiary HEAL. The sale of Energy Alliance qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of Energy Alliance operations from its Statements of Operations and Comprehensive Income (Loss) to present this business in discontinued operations.

The following table shows the results of operations of Energy Alliance and HEAL for the period ended January 1, 2017 which are included in the loss from discontinued operations:

		Nine months ended
		March 31,
		2018				2017
Revenue		$	-			$	1,987
Cost of goods sold			-				923
Gross profit			-				1,064
General & administration			-				5,352
Professional fees			-				200
Operating loss			-				(4,488	)
Gain from sale of investment			-				21,359
Loss from discontinued operations		$	-			$	16,871

8

Table of Contents

NOTE 54 – CONVERTIBLE NOTE

Convertible notes payable at MarchDecember 31, 2018 and June 30, 2017,2018, consists of the following:

For the ninesix months ended MarchDecember 31, 2018 and 2017, the Company recognized interest expense of $10,895$24,066 and $3,374$7,399 and amortization of discount, included in interest expense, of $2,746$77,302 and $31,122,$2,746, respectively. As of MarchDecember 31, 2018, and June 30, 2017,2018, the Company recorded accrued interest of $18,352$47,682 and $6,703,$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 nine monthsyear ended March 31,June 30, 2018, the convertible note of $3,800 was converted into 760,000 shares of common stock.

8

Table of Contents

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 nine monthsyear ended March 31,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 nine monthsyear ended March 31,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.

9

Table of Contents

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.

9

Table of Contents

Dated December 31, 2018

On December 31, 2018, the Company issued a convertible note with a conversion price of $0.005 to pay operating expenses of $17,302. The convertible note is unsecured, bears interest at 35% 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 $17,302.

NOTE 65 – DUE TO RELATED PARTIES

As at MarchDecember 31, 2018, the Company was obligated to shareholders for funds advanced to the Corporation for working capital.

During the nine months ended March 31, 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 1, 2017, the Company entered into an employment agreement with CEO of the Company which the Company shall pay a cash based base salary of $65,000 from July 1, 2017 through December 31, 2017. For the nine months ended March 31,5, 2018, the Company recorded accrued salarysettled due to related parties of $65,000. On February 7, 2018,$145,523 (CAD 191,000) by issuing convertible notes of $60,000 to the Company issued 13,000,000 shares of common stock to settle accrued salary of $65,000.third parties (Note 4). As a result, the Company recorded loss on settlementdebt forgiveness of debt of $1,549,439.$85,523 as additional paid in capital.

As of MarchDecember 31, 2018, and June 30, 2017, the Corporation owed related parties $148,216 (CAD 191,000) and $147,848 (CAD 191,000), respectively. The advances are unsecured, non-interest bearing and no payback schedule has been established.

As of March 31, 2018, and June 30, 2017, due to related party was $189,241$41,025 and $147,185,$186,281, respectively.

NOTE 76 – CAPITAL STOCK

During the ninesix months ended MarchDecember 31, 2018, the Company issuedthere were no issuance of common stock as follows;stock.

	·	2,280,000 shares of common stock for conversion of debt of $11,400.
	·	13,000,000 shares of common stock for conversion of accrued salary of $65,000.
	·	349 shares of common stock to correct the shares issued and outstanding after the reverse stock split on December 21, 2017.

 

As at MarchDecember 31, 2018 and June 30, 2017,2018, 15,579,749 and 299,400 shares of common stock were issued and outstanding, respectively.outstanding.

As at MarchDecember 31, 2018, there were no warrants or options outstanding.

10

Table of Contents

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. (formerly MJP International Ltd.), 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 80,0004,000,000 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

Table of Contents

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.

11

Table of Contents

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 110,0005,500,000 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 became effective with the OTC Markets at the opening of trading on December 21, 2017 under the symbol “BIIO”. 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 currently seeking new business opportunities with established business entitiesa medical device company that intends to develop the first automated treatment for merger withage 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 acquisitionrequire 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 and six months ended December 31, 2018 and 2017 are outlined below:

Three months ended December 31, 2018 compared to three months ended December 31, 2017.

For the three months ended December 31, 2018 and 2017, we had no revenue. Expenses for the three months ended December 31, 2018 totaled $47,329 resulting in a net loss of $47,329 as compared to a net loss of $45,170 for the three months ended December 31, 2017. The decrease in operating expenses for the three months ended December 31, 2018 is a result of a target business. In certain instances,decrease in management fee. The increase in other expenses for the three months ended December 31, 2018 is a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge. We have not yet begun negotiations or entered into any definitive agreements for potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.result of an increase in interest expense.

We may seek a business opportunity with entities which have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer retain a majority control of our company. In addition, it is likely that as part of the terms of the acquisition transaction, one or more new officers and directors, would join our Company.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. We believe that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.

12

Table of Contents

We have not yet entered into any definitive agreements for potential new business opportunities. There can be no assurance that we will be able to identify an appropriate business opportunity or acquire the financing necessary to enable us to pursue a transaction if an appropriate opportunity is identified.

Currently, we do not have a source of revenue. We are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through loans from a company controlled by our management, but we are uncertain about our continued ability to raise additional funds privately. We believe that our company may have difficulties raising capital until we locate a prospective business opportunity through which we can pursue our plan of operation. Further, we expect that any new acquisition or business opportunities that may become available to our company will require additional financing. There can be no assurance that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail.

Results of Operations

Our operations for the three and nineSix months ended March 31, 2018 are outlined below:

Three months ended MarchDecember 31, 2018 compared to threesix months ended MarchDecember 31, 2017.

For the threesix months ended MarchDecember 31, 2018 and 2017, we had revenue of $Nil and $Nil, respectively.no revenue. Expenses for the three monthssix month period ended MarchDecember 31, 2018 totaled $1,559,693$134,838 resulting in a net loss of $1,559,693$134,838 as compared to a net loss of $45,711$78,950 for the threesix months ended MarchDecember 31, 2017. The increasedecrease in net incomeoperating expenses for the threesix months ended MarchDecember 31, 2018 is a result of loss on settlement of debt of $1,549,439a decrease in 2018.

Nine months ended March 31, 2018 compared to nine months ended March 31, 2017.