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 December 31, 2019 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 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 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 Av Nuevo Leon, Col. Hipodromo 06100, Cuidad de Mexico 89103 06100 (Address of principal executive offices) (Zip Code) (208) 231-1606 (628) 300-2311 (Registrant’s telephone number, including area code) N/A Rothschild Blvd 22, Tel Aviv-Yafo, Israel 6688218 (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 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 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 February 14, 2019. 54,425,798 common shares issued and outstanding as of February 18, 2020. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Item 2. Management’sManagement's Discussion and Analysis of Financial Condition or Plan of Operation 11 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 15 Item 4. Controls and Procedures 15 PART II - OTHER INFORMATION 16 Item 1. Legal Proceedings 16 Item 1A. Risk Factors 16 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16 Item 3. Defaults Upon Senior Securities 16 Item 4. Mine Safety Disclosures 16 Item 5. Other Information 16 Item 6. Exhibits 17 SIGNATURES 18   2   Table of Content PART I - FINANCIAL INFORMATION Item 1. Financial Statements Bionovate Technologies Corp CONDENSED INTERIM BALANCE SHEETS (Unaudited)     December 31,     June 30,       2018     2018                 ASSETS             Current Assets             Cash   $ -     $ -   Total Current Assets     -       -                     TOTAL ASSETS   $ -     $ -                     LIABILITIES AND STOCKHOLDERS’ DEFICIT                 Current Liabilities                 Accounts payable and accrued liabilities   $ 80,596     $ 40,506   Due to related parties     41,025       186,281   Convertible notes payable     160,074       82,895   Total Current Liabilities     281,695       309,682                     TOTAL LIABILITIES     281,695       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     2,218,884       2,056,059   Accumulated deficit     (2,502,137 )     (2,367,299 ) Total Deficit     (281,695 )     (309,682 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   $ -     $ -   (Unaudited)     December 31,     June 30,       2019     2019                 ASSETS             Current Assets             Cash   $ -     $ -   Total Current Assets     -       -                     TOTAL ASSETS   $ -     $ -                     LIABILITIES AND STOCKHOLDERS’ DEFICIT                 Current Liabilities                 Accounts payable and accrued liabilities   $ 143,663     $ 107,596   Due to related parties     41,025       41,025   Convertible notes payable     203,128       183,668   Total Current Liabilities     387,816       332,289                     TOTAL LIABILITIES     387,816       332,289                     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 155,798 shares issued and outstanding     15       15   Additional paid in capital     2,263,309       2,243,891   Accumulated deficit     (2,651,140 )     (2,576,195 ) Total Deficit     (387,816 )     (332,289 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   $ -     $ -   The accompanying notes are an integral part of these condensed interimunaudited financial statements   3   Table of ContentsContent Bionovate Technologies Corp CONDENSED INTERIM STATEMENT OF OPERATIONS (Unaudited)     Three Months Ended     Six Months Ended       December 31,     December 31,       2018     2017     2018     2017                             Revenues   $ -     $ -     $ -     $ -                                     Operating Expenses                                 General and administration     -       36,767       4,930       70,179   Professional     18,337       5,559       28,508       6,789   Total operating expenses     18,337       42,326       33,438       76,968                                     Net loss from operations     (18,337 )     (42,326 )     (33,438 )     (76,968 )                                   Other income (expense)                                 Realized foreign currency gain (loss)     342       1,966       (32 )     8,163   Interest expense     (29,334 )     (4,810 )     (101,368 )     (10,145 ) Total other expense     (28,992 )     (2,844 )     (101,400 )     (1,982 )                                   Net loss before taxes     (47,329 )     (45,170 )     (134,838 )     (78,950 )                                   Net loss   $ (47,329 )   $ (45,170 )   $ (134,838 )   $ (78,950 )                                   Comprehensive income (loss)   $ (47,329 )   $ (45,170 )   $ (134,838 )   $ (78,950 ) Foreign currency adjustment     -       -       -       (14,013 ) Comprehensive loss   $ (47,329 )   $ (45,170 )   $ (134,838 )   $ (92,963 )                                   Basic and dilutive loss per share                                 Net loss   $ (0.00 )   $ (0.15 )   $ (0.01 )   $ (0.26 ) Weighted average number of shares outstanding     15,579,749       299,400       15,579,749       299,400   (Unaudited)     Three Months Ended     Six Months Ended       December 31,     December 31,       2019     2018     2019     2018                             Revenues   $ -     $ -     $ -     $ -                                     Operating Expenses                                 General and administration     -       -       -       4,930   Professional     10,950       18,337       24,362       28,508   Total operating expenses     10,950       18,337       24,362       33,438                                     Net loss from operations     (10,950 )     (18,337 )     (24,362 )     (33,438 )                                   Other income (expense)                                 Realized foreign currency gain (loss)     (175 )     342       (107 )     (32 ) Interest expense     (34,444 )     (29,334 )     (50,476 )     (101,368 ) Total other expense     (34,619 )     (28,992 )     (50,583 )     (101,400 )                                   Net loss before taxes     (45,569 )     (47,329 )     (74,945 )     (134,838 )                                   Net loss   $ (45,569 )   $ (47,329 )   $ (74,945 )   $ (134,838 )                                   Basic and dilutive loss per share                                 Net loss   $ (0.29 )   $ (0.30 )   $ (0.48 )   $ (0.87 ) Weighted average number of shares outstanding     155,798       155,798       155,798       155,798   The accompanying notes are an integral part of these condensed interimunaudited financial statements   4   Table of ContentsContent Bionovate Technologies Corp CONDENSED INTERIM STATEMENT OF CASH FLOWS (Unaudited)     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     $ -   STOCKHOLDERS’ DEFICIENCY (Unaudited) For the Six Months Ended December 31, 2019                 Additional                   Common Stock     Paid in     Accumulated             Shares     Amount     Capital     Deficit     Total                                   Balance, June 30, 2019     155,798     $ 15     $ 2,243,891     $ (2,576,195 )   $ (332,289 )                                           Beneficial conversion feature     -       -       526       -       526   Net loss     -       -       -       (29,376 )     (29,376 )                                           Balance, September 30, 2019     155,798     $ 15     $ 2,244,417     $ (2,605,571 )   $ (361,139 )                                           Beneficial conversion feature     -       -       18,892       -       18,892   Net loss     -       -       -       (45,569 )     (45,569 )                                           Balance, December 31, 2019     155,798     $ 15     $ 2,263,309     $ (2,651,140 )   $ (387,816 ) For the Six Months Ended December 31, 2018                 Additional                   Common Stock     Paid in     Accumulated             Shares     Amount     Capital     Deficit     Total                                   Balance, June 30, 2018     155,798     $ 15     $ 2,057,602     $ (2,367,299 )   $ (309,682 )                                           Debt forgiveness             -       85,523       -       85,523   Beneficial conversion feature             -       60,000       -       60,000   Net loss     -       -       -       (87,509 )     (87,509 )                                           Balance, September 30, 2018     155,798     $ 15     $ 2,203,125     $ (2,454,808 )   $ (251,668 )                                           Beneficial conversion feature             -       17,302       -       17,302   Net loss     -       -       -       (47,329 )     (47,329 )                                           Balance, December 31, 2018     155,798     $ 15     $ 2,220,427     $ (2,502,137 )   $ (281,695 ) The accompanying notes are an integral part of these condensed interimunaudited financial statements   5   Table of ContentsContent BIONOVATE TECHNOLOGIES CORP Bionovate Technologies Corp STATEMENT OF CASH FLOWS (Unaudited)     Six Months Ended       December 31,       2019     2018                 CASH FLOWS FROM OPERATING ACTIVITIES:             Net loss   $ (74,945 )   $ (134,838 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                 Expenses paid by convertible notes     19,418       17,302   Amortization of debt discount     19,418       77,302   Foreign currency adjustment     107       32   Changes in operating assets and liabilities:                 Accounts payable and accrued liabilities     36,002       40,202   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   $ 19,418     $ 77,302   Debt forgiveness   $ -     $ 85,523   The accompanying notes are an integral part of these unaudited financial statements 6 Table of Content 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 Bionovate 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 qualityhigh-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. On October 1, 2019, a majority of our shareholders approved a reverse stock split on a basis of 100 old shares for one (1) new share of our issued and outstanding common stock. No fractional shares of common stock will be issued as a result of the reverse split. Any fractional shares that would have resulted from the reverse split will be rounded up to the next whole number. As a result of the reverse split, our issued and outstanding shares of common stock will decrease from 15,579,749 to 155,798 shares of common stock. We confirm that our authorized capital will remain unchanged. The reverse split has been reviewed by the Financial Industry Regulatory Authority (FINRA) and has been approved for filing with an effective date of January 9, 2020. 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 Effective January 28, 2020, the Company amended a 20% Convertible Note originally issued on March 31, 2019 (the “Note”). The Note reduces the interest rate from 20% to 0 and changes the conversion price from $0.01 to $0.0001. Effective January 28, 2020, the Note was assigned to Evergreen Solutions Ltd., and was immediately converted for the issuance of 54,270,000 shares of common stock of the Company resulting in a change of control. On February 3, 2020, Cohen Mizrahi resigned as a director and as an officer of our company. Dr. Mizrahi's resignation was not the result of a disagreement between Dr. Mizrahi and our company on any matter relating to our company's operations, policies or practices. On February 3, 2020, David Magana Gonzalez was appointed as a director to replace Dr. Mizrahi and he was also appointed President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of our company. GOING CONCERN The accompanying financial statements have been prepared in accordanceconformity with accounting principles generally accepted accounting principles applicable to a going concern,in the United States of America, which assumes thatcontemplate continuation of 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 continueCompany as a going concern. At December 31, 2018,However, the Corporation had not yet achieved profitable operations andCompany has an accumulated lossdeficit at December 31, 2019 of $2,502,137 since inception. The Corporation expects$2,651,140, is in a net liability position and needs cash to incur further losses, all of which castsmaintain its operations. 7 Table of Content These factors raise substantial doubt about the Corporation’sCompany’s ability to continue as a going concern. The Corporation’s ability to continue as a going concernaccompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s continued existence is dependent upon itsmanagement’s ability to generate futuredevelop profitable operations, and/orcontinued contributions from the Company’s executive officers to finance its operations and the ability 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 insources to explore potential strategic relationships and to provide capital and other resources for the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the directorsfurther development and marketing 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 informationCompany’s products 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 six months ended December 31, 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. business. NOTE 3 –2– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition Revenues are recognized when control 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 promised goods or servicesinformation 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 transferredof a normal recurring nature. Operating results for the six months ended December 31, 2019, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2020. For further information, refer to a customer,the financial statements and footnotes thereto included in the Corporation’s filed Form 10-K for the year ended June 30, 2019. 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 amount that reflectsongoing basis. Changes in estimates are recorded in the consideration thataccounting period in which they are determined. The critical accounting estimates and assumptions in the Company expects to receive in exchangeaccompanying unaudited condensed interim financial statements include the provision for those goods or services. The Company applies the following five steps in order to determine the appropriate amountunpaid loss and loss adjustment expenses which may result from product warranty provisions; valuation of revenue to be recognized as it fulfills its obligations under eachdeferred income taxes; valuation and impairment assessment 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,intangible assets; goodwill recoverability; and its management seeks to acquire cash generating businesses. deferred acquisition costs. 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. 8 Table of Content 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 43 – CONVERTIBLE NOTE Convertible notes payable at December 31, 20182019 and June 30, 2018,30,2019, consists of the following:     December 31,     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     3,299       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       -   Dated December 31, 2018     17,302       -   Total convertible notes payable     160,074       82,895                     Less: Unamortized debt discount     -       -   Total convertible notes     160,074       82,895                     Less: current portion of convertible notes     160,074       82,895   Long-term convertible notes   $ -     $ -       December 31,     June 30,       2019     2019   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     3,471       3,429   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       30,000   Dated July 5, 2018 - 2     15,000       15,000   Dated July 5, 2018 - 3     15,000       15,000   Dated December 31, 2018     17,302       17,302   Dated March 31, 2019     6,427       6,427   Dated June 30, 2019     17,037       17,037   Dated September 30, 2019     526       -   Dated December 31, 2019     18,892       -   Total convertible notes payable     203,128       183,668                     Less: Unamortized debt discount     -       -   Total convertible notes     203,128       183,668                     Less: current portion of convertible notes     203,128       183,668   Long-term convertible notes   $ -     $ -   For the six months ended December 31, 20182019 and 2017,2018, the Company recognized interest expense of $24,066$31,058 and $7,399$24,066 and amortization of discount, included in interest expense, of $77,302$19,418 and $2,746,$77,302, respectively. As of December 31, 2018,2019, and June 30, 2018,2019, the Company recorded accrued interest of $47,682$106,162 and $23,727,$75,041, respectively Dated November 1, 2016 On November 1, 2016, the Company issued a convertible note with a conversion price of $0.005$0.50 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. 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$0.50 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. 9 Table of Content Dated January 1, 2017 - 2 On January 1, 2017, the Company issued a convertible note with a conversion price of $0.005$0.50 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$0.50 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$1.00 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$$1.00 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$1.00 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$1.00 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$0.50 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. Dated March 31, 2019 On March 31, 2019, the Company issued a convertible note with a conversion price of $1.00 to pay operating expenses of $6,427. The convertible note is unsecured, bears interest at 20% 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 $6,427. 10 Table of Content Dated June 30, 2019 On June 30, 2019, the Company issued a convertible note with a conversion price of $0.50 to pay operating expenses of $17,037. 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 $17,037. Dated September 30, 2019 On September 30, 2019, the Company issued a convertible note with a conversion price of $0.50 to pay operating expenses of $526. 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 $526. Dated September 30, 2019 On December 31, 2019, the Company issued a convertible note with a conversion price of $0.005 to pay operating expenses of $18,892. 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 $18,892. NOTE 54 – DUE TO RELATED PARTIES As at December 31, 2018, the Company The Corporation was obligated to shareholders for funds advanced to the Corporation for working capital. On July 5, The advances are unsecured, and no interest rate or payback schedule has been established. During the year ended June 30, 2018, the Company settledCompany’s CEO paid accounts payable of $41,025 on behalf of the Company. The loans are unsecured, non-interest bearing and 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. on demand. As of December 31, 2018,2019, and June 30, 2018, due to30,2019, the company owed related party wasparties $41,025 and $186,281,$41,025, respectively. NOTE 65 – CAPITAL STOCK EQUITY Preferred Stock The Company is authorized to issue 90,000,000 shares of preferred stock at a par value of $0.0001. No shares were issued and outstanding as of December 31, 2019 and June 30,2019, respectively. Common Stock The Company is authorized to issue 100,000,000 shares of preferred stock at a par value of $0.0001. During the six months ended December 31, 2018,2019, there were no issuance of common stock. As at December 31, 20182019 and June 30, 2018, 15,579,7492019, 155,798 shares of common stock were issued and outstanding. As at December 31, 2018,2019, there were no warrants or options outstanding. NOTE 6 – SUBSEQUENT EVENT Effective January 28, 2020, the Company amended a 20% Convertible Note originally issued on March 31, 2019 (the “Note”). The Note reduces the interest rate from 20% to 0 and changes the conversion price from $0.01 to $0.0001. Effective January 28, 2020, the Note of $6,427 dated March 31, 2019 was assigned to Evergreen Solutions Ltd., and $5,427 was immediately converted for the issuance of 54,270,000 shares of common stock of the Company resulting in a change of control.   1011   Table of ContentsContent Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation FORWARD-LOOKING STATEMENTS This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our consolidated unaudited financial statements are stated in United States Dollars (US$) 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,Cohen Mizrahi, a director of our company, whereby on the same date we issued 4,000,000 shares of our common stock in exchange for 100% of the issued and outstanding equity interests of Energy Alliance. On November 1, 2016, Energy Alliance closed the transactions contemplated under an agreement with certain shareholders of HEAL, in which the shareholders holding 80% of the outstanding equity interests of HEAL sold all of their shares of HEAL to Energy Alliance. 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. 12 Table of Content 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,Cohen Mizrahi, whereby we transferred 100% of the issued and outstanding equity interests of Energy Alliance for consideration of $20,000 for past services provided to our company by Mr. Guo. On December 1, 2017, a majority of our stockholders and our board of directors approved a change of name of our company to “Bionovate Technologies Corp.” and a reverse stock split of our issued and outstanding shares of common stock on a fifty (50) old for one (1) new basis. A Certificate of Amendment was filed with the Nevada Secretary of State on December 11, 2017 with an effective date of December 21, 2017. The name change and reverse split became effective with the OTC Markets at the opening of trading on December 21, 2017 under the symbol “BIIO”. October 1, 2019, a majority of our shareholders approved a reverse stock split on a basis of 100 old shares for one (1) new share of our issued and outstanding common stock. As a result of the reverse split, our issued and outstanding shares of common stock decreased from 15,579,749 to 155,798 shares of common stock, our authorized capital remained unchanged. The reverse split became effective with the OTC Markets at the opening of trading on January 9, 2020. Effective January 28, 2020, the Company amended a 20% Convertible Note originally issued on March 31, 2019 (the “Note”). The Note reduces the interest rate from 20% to 0 and changes the conversion price from $0.01 to $0.0001. Effective January 28, 2020, the Note was assigned to Evergreen Solutions Ltd., and was immediately converted for the issuance of 54,270,000 shares of common stock of the Company resulting in a change of control. On February 3, 2020, Cohen Mizrahi resigned as a director and as an officer of our company. Dr. Mizrahi's resignation was not the result of a disagreement between Dr. Mizrahi and our company on any matter relating to our company's operations, policies or practices. On February 3, 2020, David Magana Gonzalez was appointed as a director to replace Dr. Mizrahi and he was also appointed President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of our company. Mr. Gonzalez, age 31, is a graduate from the University of Colima where he studied Business Administration where he consistently ranked top percentile. After graduating, Mr. Gonzalez held management positions at local businesses in Colima, Mexico. First, Mr. Gonzalez worked for public transport company SINTRA where he was responsible for operations from 2010 until 2015. In 2015, Mr. Gonzalez took a position at SOCACOVA as business strategist. We do not have any subsidiaries. We have not been subject to any bankruptcy, receivership or similar proceeding. Our executive offices are located at Av Nuevo Leon, Col. Hipodromo 06100, Cuidad de Mexico 06100. Our telephone number is (628) 300-2311. 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 and six months ended December 31,December31, 2019 and 2018 and 2017 are outlined below: 13 Table of Content Three months ended December 31, 20182019 compared to three months ended December 31, 2017.     Three Months Ended                 December 31,     Change       2018     2017     Amount     %   Revenues   $ -     $ -     $ -       -   Operating Expenses     (18,337 )     (42,326 )     23,989     (57 %)   Total other expenses     (28,992 )     (2,844 )     (26,148 )     919 % Net Loss   $ (47,329 )   $ (45,170 )   $ (2,159 )     5 % 2018.     Three Months Ended                 December 31,     Change       2019     2018     Amount     %   Revenues   $ -     $ -     $ -       -   Operating Expenses     (10,950 )     (18,337 )     7,387     (40%)   Total other expenses     (34,619 )     (28,992 )     (5,627 )     19 % Net Loss   $ (45,569 )   $ (47,329 )   $ 1,760     (4%)   For the three months ended December 31, 20182019 and 2017,2018, we had no revenue. Expenses for the three months ended December 31, 20182019 totaled $47,329$45,569 resulting in a net loss of $47,329$45,569 as compared to a net loss of $45,170$47,329 for the three months ended December 31, 2017.2018. The decrease in operating expensesnet loss for the three months ended December 31, 20182019 is a result of a decrease in management fee. The increase in other expenses for the three months ended December 31, 2018 is a result ofprofessional fees offset by an increase in interest expense. 12 Table of Contents Six months ended December 31, 20182019 compared to six months ended December 31, 2017.     Six Months Ended                 December 31,     Change       2018     2017     Amount     %   Revenues   $ -     $ -     $ -       -   Operating Expenses     (33,438 )     (76,968 )     43,530     (57 %) Total other income     (101,400 )     (1,982 )     (99,418 )     5,016 % Net Loss   $ (134,838 )   $ (78,950 )   $ (55,888 )     71 % 2018.     Six Months Ended                 December 31,     Change       2019     2018     Amount     %   Revenues   $ -     $ -     $ -       -   Operating Expenses     (24,362 )     (33,438 )     9,076     (27 %)   Total other expense     (50,583 )     (101,400 )     50,817     (50  %) Net Loss   $ (74,945 )   $ (134,838 )   $ 59,893     (44 %) For the six months ended December 31, 20182019 and 2017,2018, we had no revenue. Expenses for the six month periodmonths ended December 31, 20182019 totaled $134,838$74,945 resulting in a net loss of $134,838$74,945 as compared to a net loss of $78,950$134,838 for the six months ended December 31, 2017.2018. The decrease in operating expensesnet loss for the six months ended December 31, 20182019 is a result of a decrease in management fee. The increase in other expenses for the three months ended December 31, 2018 is a resultprofessional fee and amortization of an increase in interest expense. discount. Liquidity and Capital Resources The following table provides selected financial data about our company as of December 31, 20182019 and June 30, 2018,2019, respectively. Working Capital     December 31,     June 30,       2018     2018   Current Assets   $ -     $ -   Current Liabilities   $ 281,695     $ 309,682   Working Capital (Deficit)   $ (281,695 )   $ (309,682 )     December 31,     June 30,     Change       2019     2019     Amount     %   Current Assets   $ -     $ -     $ -       -   Current Liabilities   $ 387,816     $ 332,289       55,527       17 % Working Capital (Deficit)   $ (387,816 )   $ (332,289 )   $ (55,527 )     17 % Cash Flows     Six Months Ended       December 31,       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   $ -     $ -       Six Months Ended       December 31,       2019     2018   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   $ -     $ -   14 Table of Content On December 31, 2018,2019, our Company’s cash balance was $0 and total assets were $0. On June 30, 2018,2019, our Company’s cash balance was $0 and total assets were $0. On December 31, 2018,2019, our Company had total liabilities of $281,695 ,$387,816, compared with total liabilities of $309,682$332,289 as at June 30, 2018. 13 Table of Contents 2019. On December 31, 2018,2019, our Company had working capital deficiency of $281,695$387,816 compared with working capital deficiency of $309,682$332,289 as at June 30, 2018.2019. The decreaseincrease in working capital deficiency was primarily attributed to a decreasean increase in due to related parties. accounts payable and accrued liabilities and convertible notes. Cash Flow from Operating Activities During the six months ended December 31, 2018,2019, our Company used $0 in operating activities, compared to $0 provided by operating activities during the six months ended December 31, 2017. 2018. Cash Flow from Investing Activities During the six months ended December 31, 2018 and 2017,2019, our Company did not have any investing activities. Cash Flow from Financing Activities During the six months ended December 31, 2018 and 2017,2019, our Company did not have any financinginvesting 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. 14 Table of Contents 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 December 31, 2018.2019. 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 period ended December 31, 2018,2019, 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 December 31, 2018,2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.   15   Table of ContentsContent 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. Effective January 28, 2020, the Company amended a 20% Convertible Note originally issued on March 31, 2019 (the “Note”). The Note reduces the interest rate from 20% to 0 and changes the conversion price from $0.01 to $0.0001. Effective January 28, 2020, the Note was assigned to Evergreen Solutions Ltd., and was immediately converted for the issuance of 54,270,000 shares of common stock of the Company resulting in a change of control.   16   Table of ContentsContent 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.   17   Table of ContentsContent 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)   (Registrant) Dated: February 14, 2019 /s/ Liao Zu Guo Liao Zu Guo Dated: March 2, 2020 /s/ David Magana Gonzalez David Magana Gonzalez President, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer an and Principal Accounting Officer) 18