10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
	OMB Number: 3235-0070 Expires: September 30, 2018 Estimated average burden hours per response 187.43

FORM 10-Q

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

EXCHANGE ACT OF 1934

For the Quarterly Period ended April 30, 2017

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number: 000-55690

MIRAGE ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA	33-123170
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

900 Isom Rd., Ste. 306, San Antonio, TX	78216
(Address of principal executive offices)	(Zip Code)

(210) 858-3970

(Issuer’s telephone number, including area code)

___________________________________________________________

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

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 at least the past 90 days. Yes x No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange:

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		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 by Rule 12b-2 of the Exchange Act.) Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: June 16, 2017 there were 310,190,456 shares of the Company’s common stock, $0.001 par value, issued and outstanding.

MIRAGE ENERGY CORPORATION

(FORMERLY 4WARD RESOURCES, INC.)

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2017

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15
Item 4.	Controls and Procedures.	15
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	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

PART I – FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s 10-K filed with the Securities and Exchange Commission on October 31, 2016 and the financial statements contained in the Company’s Current Report on Form 8-K filed on January 27, 2017. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending July 31, 2017.

 

3

MIRAGE ENERGY CORPORATION

(FORMERLY 4WARD RESOURCES, INC.)

INDEX TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

April 30, 2017

	Page
Consolidated Balance Sheets as of April 30, 2017 (Unaudited) and July 31, 2016	5
Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Nine Months Ended April 30, 2017 and 2016 (Unaudited)	6
Consolidated Statement of Cash Flows for the Nine Months Ended April 30, 2017 and 2016 (Unaudited)	7
Notes to the Consolidated Interim Financial Statements (Unaudited)	8

 

4

MIRAGE ENERGY CORPORATION

(FORMERLY 4WARD RESOURCES, INC.)

Consolidated Balance Sheets

	April 30,			July 31,
	2017			2016
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	477		$	76,165
Loans receivable and salary advances, related parties		-			20,000
Prepaid expenses		6,943			2,859
Total Current Assets		7,420			99,024
Property, plant and equipment, net		6,588			7,774
Other Assets
Deposits		6,920			6,920
U.S. & Mexican projects		112,495			78,445
Total Other Assets		119,415			85,365
TOTAL ASSETS	$	133,423		$	192,163
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Loans payable, related parties	$	219,744		$	50,000
Accounts payable and accrued liabilities		274,709			142,896
Accrued salaries and payroll taxes, related parties		691,326			303,750
Total Current Liabilities		1,185,779			496,646
TOTAL LIABILITIES		1,185,779			496,646
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, par value $0.001, 900,000,000 shares authorized, 310,190,456 shares issued and outstanding as of April 30, 2017; 127,864,000 shares issued and outstanding as of July 31, 2016		310,190			127,864
Preferred stock, par value $0.001, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding as of April 30, 2017 and July 31, 2016		10,000			10,000
Additional paid-in capital		66,101			6,215
Accumulated deficit		(1,438,547	)		(448,551	)
Accumulated other comprehensive loss		(100	)		(11	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(1,052,356	)		(304,483	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	133,423		$	192,163

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

 

5

MIRAGE ENERGY CORPORATION

(FORMERLY 4WARD RESOURCES, INC.)

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	Three Months Ended						Nine Months Ended
	April 30,						April 30,
	2017			2016			2017			2016
REVENUES	$	-		$	-		$	-		$	-
COST OF GOODS SOLD		-			-			-			-
GROSS LOSS		-			-			-			-
OPERATING EXPENSES
General and administrative expenses		467,278			82,370			913,129			239,944
Professional fees		38,510			6,793			70,734			8,190
Total Operating Expenses		505,788			89,163			983,863			248,134
LOSS FROM OPERATIONS		(505,788	)		(89,163	)		(983,863	)		(248,134	)
OTHER EXPENSE
Interest expense		3,014			17			6,122			25
Total Other Expense		3,014			17			6,122			25
LOSS BEFORE INCOME TAXES		(508,802	)		(89,180	)		(989,985	)		(248,159	)
Income tax recovery		-			-			-			-
Income tax expense		-			-			-			-
NET LOSS		(508,802	)		(89,180	)		(989,985	)		(248,159	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments		(100	)		-			(100	)		-
TOTAL COMPREHENSIVE LOSS	$	(508,902	)	$	(89,180	)	$	(990,085	)	$	(248,159	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.02	)
Basic and Diluted Weighted Average Common Shares Outstanding		310,152,928			38,910,915			191,961,783			14,087,479

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

 

6

MIRAGE ENERGY CORPORATION

(FORMERLY 4WARD RESOURCES, INC.)

Consolidated Statement of Cash Flows

(Unaudited)

	Nine Months Ended
	April 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(990,085	)	$	(248,159	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation expense		1,186			-
Stock-Based compensation		262,500			-
Changes in operating assets and liabilities
Prepaid expenses		(4,084	)		(136	)
Accounts payable		46,991			7,520
Accrued expenses		32,399			1,560
Accrued salaries and payroll taxes, related parties		429,576			202,500
Net cash (used) in operating activities		(221,517	)		(36,715	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans receivable, related parties		(11,000	)		(3,000	)
U.S. and Mexican project development costs		(33,941	)		(1,426	)
Net cash (used) in investing activities		(44,941	)		(4,426	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		20,000			41,341
Loans payable, related parties		169,744			-
Net cash provided by financing activities		189,744			41,341
Effects on changes in foreign exchange rate		1,026			-
Net increase (decrease) in cash		(75,688	)		200
Cash and cash equivalents - beginning of period		76,165			-
Cash and cash equivalents - end of period	$	477		$	200
Supplemental Cash Flow Disclosures
NON-CASH TRANSACTIONS:
Net assets assumed in reverse merger	$	40,288		$	-
Cash paid for interest	$	6,122		$	25
Cash payments for income taxes	$	-		$	-

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

 

7

MIRAGE ENERGY CORPORATION

(FORMERLY 4WARD RESOURCES, INC.)

Notes to the Consolidated Interim Financial Statements

April 30, 2017

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Mirage Energy Corporation (formerly Bridgewater Platforms Inc.) (the “Company”) is a Nevada corporation incorporated on May 6, 2014. On May 20, 2014, the Company incorporated a Canadian subsidiary known as Bridgewater Construction Ltd. in Ontario in association with its construction business. Mirage Energy Corporation is based at 900 Isom Rd Suite 306, San Antonio, TX 78216. The Company’s fiscal year end is July 31.

On August 11, 2016, a change in Company control occurred whereby Company affiliate shareholder, Eric Davies, sold 2,500,000 (90,000,000 post split shares) of his Company shares to Michael R. Ward. The sale represented 30% of the Company’s total issued and outstanding common shares. Additionally, Emanuel Oliveira, an affiliate shareholder, sold 774,000 common shares (27,864,033 post split shares) to Mr. Ward and 1,726,000 shares (62,136,075 post split shares) to Choice Consulting, LLC, a Wyoming limited liability company.

On November 7, 2016, the Company increased the authorized shares from 75,000,000 to 900,000,000 shares of $0.001 par value. It also designated 10,000,000 shares of Series A Preferred Stock. On November 7, 2016, the Company implemented a forward stock split of its common shares on a 36:1 basis. The issued and outstanding common shares increased from 8,333,336 to 300,000,456 shares. All share and per share amounts have been restated from the first day of the first period presented to reflect the split.

On January 24, 2017, Mirage Energy Corporation, a Nevada corporation (“Mirage” or the “Company”) entered into an agreement with Mirage’s President and CEO, Mr. Michael Ward, whereby Mirage acquired all of the issued and outstanding shares of 4Ward Resources Inc., a Texas corporation (“4Ward Resources”) from Mr. Ward in exchange for 10,000,000 shares of Mirage’s Common Stock and 10,000,000 shares of Mirage’s Series A Preferred Stock. The acquisition of 4Ward Resources was completed on January 24, 2017. The Series A shares possess 20 votes per share and are convertible into 200,000,000 common shares. Through this acquisition, the Company’s scope of business was expanded to include 4Ward Resource’s development of an integrated Texas/Mexico natural gas pipeline transportation and storage facility in Northeastern Mexico. This transaction was combined with the August 11, 2016 transaction and treated as a reverse merger and recapitalization whereby 4Ward Resources was determined to be the accounting acquirer under ASC 805 and assumed $40,288 of net assets of Mirage.

Total ownership of a majority of the Company’s issued and outstanding common shares as a result of these transactions is as follows:

Michael R. Ward	127,864,000	41.3	%
Choice Consulting, LLC	62,136,000	20.1	%

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s 8-K filed with the Securities and Exchange Commission on January 27, 2017.

Basis of Consolidation

These financial statements include the accounts of the Company and its wholly owned subsidiaries, 4Ward Resources, Inc., Cenote Energy, S. de R.L. de C.V., WPF Transmission, Inc., and WPF Mexico Pipelines, S. de R.L. de C.V. All material intercompany balances and transactions have been eliminated.

 

8

NOTE 3 - GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had a net loss of $990,085 and had net cash used in operations of $221,517 for the nine months ended April 30, 2017 and had an accumulated deficit and working capital deficit of $1,438,547 and $1,178,359 at that date. The Company has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company may include, but not be limited to: sales of equity instruments; traditional financing, such as loans; sale of participation interests and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 - RELATED PARTY TRANSACTIONS

On January 24, 2017, Mirage Energy Corporation, a Nevada corporation (“Mirage” or the “Company”) entered into an agreement with Mirage’s President and CEO, Mr. Michael Ward, whereby Mirage acquired all of the issued and outstanding shares of 4Ward Resources Inc., a Texas corporation (“4Ward Resources”) from Mr. Ward in exchange for 10,000,000 shares of Mirage’s Common Stock and 10,000,000 shares of Mirage’s Series A Preferred Stock. The acquisition of 4Ward Resources was completed on January 24, 2017.

On January 28, 2017, 4Ward Resources, Inc., Mirage Energy Corporation’s wholly owned subsidiary, acquired Michael Ward’s ninety (90%) percent interest in two Mexican companies. The remaining ten (10%) percent interest was acquired by Mirage Energy Corporation from Patrick Dosser. Patrick Dosser is Michael Ward’s son.

Together, Mirage Energy and 4Ward Resources own 100% of the two Mexican corporations. The two Mexican corporations are WPF MEXICO PIPELINES, S. de R.L. de C.V., and CENOTE ENERGY S. de R.L. de C.V. Additionally, 4Ward Resources acquired all of Michael Ward’s interest in WPF TRANSMISSION, INC., a Texas corporation. These transactions were valued at their carry over basis of $140,286, representing $99,821 expended on behalf of these companies by 4Ward Resources, $1,500 expended by Mr. Michael Ward to be reimbursed by 4Ward Resources and $38,965 whose vendor payments will be assumed or paid by 4Ward Resources. These transactions were accounted for as a merger of entities under common control under ASC 805-50 whereby the financial information has been combined from the first day of the first period presented similar to a pooling of interest.

The CEO of the Company and two other members of management were advanced a total $22,000, during the nine months ending April 30, 2017. These advances increased the total advances to $42,000. As of April 30, 2017 and 2016, the CEO and two other members of management had earned accrued unpaid salary in the amount of $702,250, from June 24, 2015 until April 30, 2017. Accrued salaries of $702,250 combined with accrued payroll taxes of $31,076 is netted with advances of $42,000 for a total accrued related party salaries and payroll tax of $691,326 for the nine months ended.

Also, a company owned by the spouse of the CEO provided an additional loan of $137,600 to 4Ward Resources, Inc. during the nine months. This additional loan increased the total loan amount to $187,600. Additionally $32,144 is owed to Mr. Michael Ward for monies outlaid on behalf of the Company.

NOTE 5 - EQUITY

On February 2, 2017, the Company offered and sold 40,000 shares of common stock to accredited investor for $20,000.

On March 8, 2017, the Company authorized a stock grant of 50,000 common shares to each of three members of the board of directors totaling 150,000 shares of common stock valued at $1.75 per share as director compensation.

 

9

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

Forward-Looking Statements

Except for historical information, this report contains certain forward-looking statements. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Current Business” and “Risk Factors” sections in our Form 8-K, as filed on January 27, 2017. You should carefully review the risks described in our documents we file from time to time with the Securities and Exchange Commission (“SEC”). You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company,” “Mirage Energy,” “we,” “us,” or “our” are to Mirage Energy Corporation (formerly Bridgewater Platforms Inc.)

Corporate Overview

Mirage Energy Corporation (the “Company”) was incorporated in the State of Nevada on May 6, 2014 as Bridgewater Platforms Inc. On November 7, 2016, the Company filed Articles of Merger with the Nevada Secretary of State whereby it entered into a statutory merger with its wholly owned subsidiary, Mirage Energy Corporation, pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company is the surviving entity and changed its name to “Mirage Energy Corporation”.

On January 24, 2017, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Michael Ward, the sole director of the Company, whereby on the same date the Company issued 10,000,000 shares of its Common Stock and 10,000,000 shares of Series A Preferred Stock in exchange for 100% of the issued and outstanding equity interests of 4Ward Resources. The acquisition was completed on January 24, 2017. 4Ward Resources, Inc. is a wholly owned subsidiary of Mirage Energy Corporation. 4Ward Resources was incorporated in the State of Texas on June 24, 2015.

The purpose of acquiring 4Ward Resources, Inc., a Texas corporation, was for the Company to enter into the natural gas sale, pipeline, and storage business. The Company intends to develop an integrated pipeline and natural gas storage facility in Mexico and the United States. The Company, through its subsidiary, is in the process of preparing to file the necessary permits in Mexico and the United States.

Results of Operations

The following table provides selected financial data about our Company as of April 30, 2017 and July 31, 2016.

	April 30, 2017			July 31, 2016
Cash and cash equivalents	$	477		$	76,165
Total assets	$	133,423		$	192,163
Total liabilities	$	1,185,779		$	496,646
Stockholders’ deficit	$	(1,052,356	)	$	(304,483	)

 

10

Three Months ended April 30, 2017 and 2016

The following table provides the results of operations for the three months ended April 30, 2017 and 2016:

	Three Months Ended
	April 30,
	2017			2016
REVENUES	$	-		$	-
COST OF GOODS SOLD		-			-
GROSS LOSS		-			-
OPERATING EXPENSES
General and administrative expenses		467,278			82,370
Professional fees		38,510			6,793
Total Operating Expenses		505,788			89,163
LOSS FROM OPERATIONS		(505,788	)		(89,163	)
OTHER EXPENSE
Interest expense		3,014			17
Total Other Expense		3,014			17
LOSS BEFORE INCOME TAXES		(508,802	)		(89,180	)
Income tax recovery		-			-
Income tax expense		-			-
NET LOSS		(508,802	)		(89,180	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments		(100	)		-
TOTAL COMPREHENSIVE LOSS	$	(508,902	)	$	(89,180	)

For the three months ended April 30, 2017 and 2016, our revenues were $nil, our cost of goods sold was $nil, and our gross loss was $nil.

For the three months ended April 30, 2017 and 2016, our operating expenses were $505,788 and $89,163, respectively; our net losses were $508,802 and $89,180, respectively; other comprehensive loss were $100 and $nil, respectively; and our total comprehensive loss was $508,902 and $89,180, respectively.

Our operating expenses were primarily composed of salaries and wages and directors fees.

 

11

Nine Months ended April 30, 2017 and 2016

The following table provides the results of operations for the nine months ended April 30, 2017 and 2016:

	Nine Months Ended
	April 30,
	2017			2016
REVENUES	$	-		$	-
COST OF GOODS SOLD		-			-
GROSS LOSS		-			-
OPERATING EXPENSES
General and administrative expenses		913,129			239,944
Professional fees		70,734			8,190
Total Operating Expenses		983,863			248,134
LOSS FROM OPERATIONS		(983,863	)		(248,134	)
OTHER EXPENSE
Interest expense		6,122			25
Total Other Expense		6,122			25
LOSS BEFORE INCOME TAXES		(989,985	)		(248,159	)
Income tax recovery		-			-
Income tax expense		-			-
NET LOSS		(989,985	)		(248,159	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments		(100	)		-
TOTAL COMPREHENSIVE LOSS	$	(990,085	)	$	(248,159	)

For the nine months ended April 30, 2017 and 2016, our revenues were $nil; our cost of goods sold was $nil; and our gross loss was $nil.

For the nine months ended April 30, 2017 and 2016, our operating expenses were $983,863 and $248,134, respectively; our net operating loss was $983,863 and $248,134, respectively. Our operating expenses were primarily composed of salaries and wages and director fees.

 

12

For the nine months ended April 30, 2017 and 2016, other comprehensive loss was $100 and $nil, respectively; and our total comprehensive loss was $990,085 and $248,159, respectively.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us on which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in developing our website, and possible cost overruns due to the price and cost increases in supplies and services.

While the officers and directors have generally indicated a willingness to provide services and financial contributions if necessary, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between the officers and directors and Mirage Energy Corporation.

If we are unable to meet our needs for cash from either the stockholders and / or the money that we raise from future financings, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.

We have no plans to undertake any product research and development during the next twelve months.

Liquidity and Capital Resources

Working Capital

	April 30,			July 31,
	2017			2016
Current Assets	$	7,420		$	99,024
Current Liabilities		1,185,779			496,646
Working Capital (Deficit)	$	(1,178,359	)	$	(397,622	)

 

13

Cash Flows

	Nine Months Ended
	April 30,
	2017			2016
Cash (used) in operating activities	$	(221,517	)	$	(36,715	)
Cash (used) in investing activities	$	(44,941	)	$	(4,426	)
Cash provided by financing activities	$	189,744		$	41,341
Cash and cash equivalents on hand	$	477		$	200

As at April 30, 2017, our Company’s cash balance was $477 compared to $76,165 as at July 31, 2016. The decrease in cash was primarily due to cash used in operating expenses and expenditures for our Mexican and U.S. projects.

As at April 30, 2017, our Company had total current liabilities of $1,185,779 compared with total current liabilities of $496,646 as at July 31, 2016. The increase in total liabilities was due to increase of accrued salaries and wages and director fees.

As at April 30, 2017, our Company had working capital deficit of $1,178,359 compared with working capital deficit of $397,622 as at July 31, 2016. The decrease in working capital was primarily attributed to increase of accrued salaries and wages and accumulated costs for our Mexican and U.S. projects.

Cash Flow from Operating Activities

During the nine months ended April 30, 2017 and 2016, the Company used $221,517 and $36,715 in cash from operating activities, respectively.

Cash Flow from Investing Activities

During the nine months ended April 30, 2017 and 2016, the Company used $44,941 and $4,426 in cash for investing activities, respectively.

 

14

Cash Flow from Financing Activities

During the nine months ended April 30, 2017 and 2016, the Company was provided with cash of $189,744 and $41,341 by financing activities, respectively.

Going Concern

Our auditors have issued a going concern opinion on our year-end consolidated financial statements ended July 31, 2015 and July 31, 2016. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have generated limited revenues and have limited operating history. There are no assurances that we will be able to obtain additional financing through either private placements, bank financing or other loans necessary to support our working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us.

Off-Balance Sheet Arrangements

We do not have any 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, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report due to our limited member of officers and members of the Board of Directors.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended April 30, 2017, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

15

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no material legal proceedings pending against the Company to the knowledge of management.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On February 2, 2017, the Company offered and sold 40,000 shares of common stock to accredited investor for $20,000.

On March 8, 2017, the Company authorized a stock grant of 50,000 common shares to each of three members of the board of directors totaling 150,000 shares of common stock valued at $1.75 per share as director compensation.

The authorization and issuance of the shares of common stock was made in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”). The offer, sale and grant represented private transactions not involving a public offering. As such, the shares may not be offered or sold in the United States unless they are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the quarter, the Company sold all of its equity interest in Bridgewater Construction, Ltd. to Emanuel Oliveira in exchange for the satisfaction of the Company’s debt to Oliveira in the amount of $759. The effective date of the transaction was February 1, 2017.

 

16

ITEM 6. EXHIBITS

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following financial information from our Quarterly Report on Form 10-Q for the quarter ended April 30, 2017 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) Condensed Notes to Interim Consolidated Financial Statements

 

17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 23, 2017
Mirage Energy Corporation (Registrant)
By:	/s/ Michael R. Ward	/s/ Michael R. Ward
	Michael R. Ward	Michael R. Ward
	Chief Executive Officer (Principal Executive Officer)	Chief Financial Officer (Principal Accounting Officer)

18

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Michael Ward, Chief Executive and Principal Accounting Officer of Mirage Energy Corporation, certify that:

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

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

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

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

Date: June 23, 2017

/s/ Michael Ward                                                        

Michael Ward

Chief Executive Officer

Principal Accounting Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mirage Energy Corporation (the “Company”) on Form 10-Q for the period ended April 30, 2017, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 23, 2017

/s/ Michael Ward                                                        

Michael Ward

Chief Executive Officer

Principal Accounting Officer

XML

Document and Entity Information - shares	9 Months Ended
	Apr. 30, 2017	Jun. 16, 2017
Document And Entity Information
Entity Registrant Name	Mirage Energy Corp
Entity Central Index Key	0001623360
Trading Symbol	mrge
Current Fiscal Year End Date	--07-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		310,190,456
Document Type	10-Q
Document Period End Date	Apr. 30, 2017
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3

XML

Consolidated Balance Sheets - USD ($)	Apr. 30, 2017	Jul. 31, 2016
Current Assets
Cash and cash equivalents	$ 477	$ 76,165
Loans receivable and salary advances, related parties		20,000
Prepaid expenses	6,943	2,859
Total Current Assets	7,420	99,024
Property, plant and equipment, net	6,588	7,774
Other Assets
Deposits	6,920	6,920
U.S. & Mexican projects	112,495	78,445
Total Other Assets	119,415	85,365
TOTAL ASSETS	133,423	192,163
Current Liabilities
Loans payable, related parties	219,744	50,000
Accounts payable and accrued liabilities	274,709	142,896
Accrued salaries and payroll taxes, related parties	691,326	303,750
Total Current Liabilities	1,185,779	496,646
TOTAL LIABILITIES	1,185,779	496,646
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value $0.001, 900,000,000 shares authorized, 310,190,456 shares issued and outstanding as of April 30, 2017; 127,864,000 shares issued and outstanding as of July 31, 2016	310,190	127,864
Preferred stock, par value $0.001, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding as of April 30, 2017 and July 31, 2016	10,000	10,000
Additional paid-in capital	66,101	6,215
Accumulated deficit	(1,438,547)	(448,551)
Accumulated other comprehensive loss	(100)	(11)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(1,052,356)	(304,483)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 133,423	$ 192,163

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Apr. 30, 2017	Jul. 31, 2016
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	900,000,000	900,000,000
Common stock, shares issued	310,190,456	127,864,000
Common stock, shares outstanding	310,190,456	127,864,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	10,000,000	10,000,000
Preferred stock, shares outstanding	10,000,000	10,000,000

XML

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Apr. 30, 2017	Apr. 30, 2016	Apr. 30, 2017	Apr. 30, 2016
Income Statement [Abstract]
REVENUES
COST OF GOODS SOLD
GROSS LOSS
OPERATING EXPENSES
General and administrative expenses	467,278	82,370	913,129	239,944
Professional fees	38,510	6,793	70,734	8,190
Total Operating Expenses	505,788	89,163	983,863	248,134
LOSS FROM OPERATIONS	(505,788)	(89,163)	(983,863)	(248,134)
OTHER EXPENSE
Interest expense	3,014	17	6,122	25
Total Other Expense	3,014	17	6,122	25
LOSS BEFORE INCOME TAXES	(508,802)	(89,180)	(989,985)	(248,159)
Income tax recovery
Income tax expense
NET LOSS	(508,802)	(89,180)	(989,985)	(248,159)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments	(100)		(100)
TOTAL COMPREHENSIVE LOSS	$ (508,902)	$ (89,180)	$ (990,085)	$ (248,159)
Basic and Diluted Loss per Common Share (in dollars per share)	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.02)
Basic and Diluted Weighted Average Common Shares Outstanding (in shares)	310,152,928	38,910,915	191,961,783	14,087,479

XML

Consolidated Statement of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Apr. 30, 2017	Apr. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (989,985)	$ (248,159)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation expense	1,186
Stock-Based compensation	262,500
Changes in operating assets and liabilities
Prepaid expenses	(4,084)	(136)
Accounts payable	46,991	7,520
Accrued expenses	32,399	1,560
Accrued salaries and payroll taxes, related parties	429,576	202,500
Net cash (used) in operating activities	(221,517)	(36,715)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans receivable, related parties	(11,000)	(3,000)
U.S. and Mexican project development costs	(33,941)	(1,426)
Net cash (used) in investing activities	(44,941)	(4,426)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock	20,000	41,341
Loans payable, related parties	169,744
Net cash provided by financing activities	189,744	41,341
Effects on changes in foreign exchange rate	1,026
Net increase (decrease) in cash	(75,688)	200
Cash and cash equivalents - beginning of period	76,165
Cash and cash equivalents - end of period	477	200
NON-CASH TRANSACTIONS:
Net assets assumed in reverse merger	40,288
Cash paid for interest	6,122	25
Cash payments for income taxes

XML

ORGANIZATION AND DESCRIPTION OF BUSINESS

9 Months Ended

Apr. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Mirage Energy Corporation (formerly Bridgewater Platforms Inc.) (the “Company”) is a Nevada corporation incorporated on May 6, 2014. On May 20, 2014, the Company incorporated a Canadian subsidiary known as Bridgewater Construction Ltd. in Ontario in association with its construction business. Mirage Energy Corporation is based at 900 Isom Rd Suite 306, San Antonio, TX 78216. The Company’s fiscal year end is July 31.

On August 11, 2016, a change in Company control occurred whereby Company affiliate shareholder, Eric Davies, sold 2,500,000 (90,000,000 post split shares) of his Company shares to Michael R. Ward. The sale represented 30% of the Company’s total issued and outstanding common shares. Additionally, Emanuel Oliveira, an affiliate shareholder, sold 774,000 common shares (27,864,033 post split shares) to Mr. Ward and 1,726,000 shares (62,136,075 post split shares) to Choice Consulting, LLC, a Wyoming limited liability company.

On November 7, 2016, the Company increased the authorized shares from 75,000,000 to 900,000,000 shares of $0.001 par value. It also designated 10,000,000 shares of Series A Preferred Stock. On November 7, 2016, the Company implemented a forward stock split of its common shares on a 36:1 basis. The issued and outstanding common shares increased from 8,333,336 to 300,000,456 shares. All share and per share amounts have been restated from the first day of the first period presented to reflect the split.

On January 24, 2017, Mirage Energy Corporation, a Nevada corporation (“Mirage” or the “Company”) entered into an agreement with Mirage’s President and CEO, Mr. Michael Ward, whereby Mirage acquired all of the issued and outstanding shares of 4Ward Resources Inc., a Texas corporation (“4Ward Resources”) from Mr. Ward in exchange for 10,000,000 shares of Mirage’s Common Stock and 10,000,000 shares of Mirage’s Series A Preferred Stock. The acquisition of 4Ward Resources was completed on January 24, 2017. The Series A shares possess 20 votes per share and are convertible into 200,000,000 common shares. Through this acquisition, the Company’s scope of business was expanded to include 4Ward Resource’s development of an integrated Texas/Mexico natural gas pipeline transportation and storage facility in Northeastern Mexico. This transaction was combined with the August 11, 2016 transaction and treated as a reverse merger and recapitalization whereby 4Ward Resources was determined to be the accounting acquirer under ASC 805 and assumed $40,288 of net assets of Mirage.

Total ownership of a majority of the Company’s issued and outstanding common shares as a result of these transactions is as follows:

Michael R. Ward	127,864,000	41.3	%
Choice Consulting, LLC	62,136,000	20.1	%

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Apr. 30, 2017

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s 8-K filed with the Securities and Exchange Commission on January 27, 2017.

Basis of Consolidation

These financial statements include the accounts of the Company and its wholly owned subsidiaries, 4Ward Resources, Inc., Cenote Energy, S. de R.L. de C.V., WPF Transmission, Inc., and WPF Mexico Pipelines, S. de R.L. de C.V. All material intercompany balances and transactions have been eliminated.

XML

GOING CONCERN

9 Months Ended

Apr. 30, 2017

Going Concern [Abstract]

GOING CONCERN

NOTE 3 - GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had a net loss of $990,085 and had net cash used in operations of $221,517 for the nine months ended April 30, 2017 and had an accumulated deficit and working capital deficit of $1,438,547 and $1,178,359 at that date. The Company has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company may include, but not be limited to: sales of equity instruments; traditional financing, such as loans; sale of participation interests and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

XML

RELATED PARTY TRANSACTIONS

9 Months Ended

Apr. 30, 2017

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

On January 24, 2017, Mirage Energy Corporation, a Nevada corporation (“Mirage” or the “Company”) entered into an agreement with Mirage’s President and CEO, Mr. Michael Ward, whereby Mirage acquired all of the issued and outstanding shares of 4Ward Resources Inc., a Texas corporation (“4Ward Resources”) from Mr. Ward in exchange for 10,000,000 shares of Mirage’s Common Stock and 10,000,000 shares of Mirage’s Series A Preferred Stock. The acquisition of 4Ward Resources was completed on January 24, 2017.

On January 28, 2017, 4Ward Resources, Inc., Mirage Energy Corporation’s wholly owned subsidiary, acquired Michael Ward’s ninety (90%) percent interest in two Mexican companies. The remaining ten (10%) percent interest was acquired by Mirage Energy Corporation from Patrick Dosser. Patrick Dosser is Michael Ward’s son.

Together, Mirage Energy and 4Ward Resources own 100% of the two Mexican corporations. The two Mexican corporations are WPF MEXICO PIPELINES, S. de R.L. de C.V., and CENOTE ENERGY S. de R.L. de C.V. Additionally, 4Ward Resources acquired all of Michael Ward’s interest in WPF TRANSMISSION, INC., a Texas corporation. These transactions were valued at their carry over basis of $140,286, representing $99,821 expended on behalf of these companies by 4Ward Resources, $1,500 expended by Mr. Michael Ward to be reimbursed by 4Ward Resources and $38,965 whose vendor payments will be assumed or paid by 4Ward Resources. These transactions were accounted for as a merger of entities under common control under ASC 805-50 whereby the financial information has been combined from the first day of the first period presented similar to a pooling of interest.

The CEO of the Company and two other members of management were advanced a total $22,000, during the nine months ending April 30, 2017. These advances increased the total advances to $42,000. As of April 30, 2017 and 2016, the CEO and two other members of management had earned accrued unpaid salary in the amount of $702,250, from June 24, 2015 until April 30, 2017. Accrued salaries of $702,250 combined with accrued payroll taxes of $31,076 is netted with advances of $42,000 for a total accrued related party salaries and payroll tax of $691,326 for the nine months ended.

Also, a company owned by the spouse of the CEO provided an additional loan of $137,600 to 4Ward Resources, Inc. during the nine months. This additional loan increased the total loan amount to $187,600. Additionally $32,144 is owed to Mr. Michael Ward for monies outlaid on behalf of the Company.

XML

EQUITY

9 Months Ended

Apr. 30, 2017

Equity [Abstract]

EQUITY

NOTE 5 - EQUITY

On February 2, 2017, the Company offered and sold 40,000 shares of common stock to accredited investor for $20,000.

On March 8, 2017, the Company authorized a stock grant of 50,000 common shares to each of three members of the board of directors totaling 150,000 shares of common stock valued at $1.75 per share as director compensation.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Apr. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s 8-K filed with the Securities and Exchange Commission on January 27, 2017.

Basis of Consolidation

Basis of Consolidation

These financial statements include the accounts of the Company and its wholly owned subsidiaries, 4Ward Resources, Inc., Cenote Energy, S. de R.L. de C.V., WPF Transmission, Inc., and WPF Mexico Pipelines, S. de R.L. de C.V. All material intercompany balances and transactions have been eliminated.

XML

ORGANIZATION AND DESCRIPTION OF BUSINESS (Tables)

9 Months Ended

Apr. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of ownership of a majority of the Company's issued and outstanding

Michael R. Ward	127,864,000	41.3	%
Choice Consulting, LLC	62,136,000	20.1	%

XML

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details)	Apr. 30, 2017 shares
Michael R. Ward
Schedule of Equity Method Investments [Line Items]
Total ownership shares of a majority issued and outstanding	127,864,000
Total ownership percentage of a majority issued and outstanding	41.30%
Choice Consulting, LLC
Schedule of Equity Method Investments [Line Items]
Total ownership shares of a majority issued and outstanding	62,136,000
Total ownership percentage of a majority issued and outstanding	20.10%

XML

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Textuals)			1 Months Ended	9 Months Ended
	Nov. 07, 2016 $ / shares shares	Aug. 11, 2016 shares	Jan. 24, 2017 USD ($) shares	Apr. 30, 2017 $ / shares shares	Nov. 06, 2016 shares	Jul. 31, 2016 $ / shares shares
Schedule of Equity Method Investments [Line Items]
Common stock, shares authorized	900,000,000			900,000,000	75,000,000	900,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.001			$ 0.001		$ 0.001
Preferred stock, shares authorized	10,000,000			10,000,000		10,000,000
Forward stock split	36
Common stock, shares issued	300,000,456			310,190,456	8,333,336	127,864,000
Common stock, shares outstanding	300,000,456			310,190,456	8,333,336	127,864,000
Number of common stock shares issuable upon conversion of preferred stock				200,000,000
Michael R. Ward
Schedule of Equity Method Investments [Line Items]
Total ownership percentage of a majority issued and outstanding				41.30%
Michael R. Ward | Series A preferred stock
Schedule of Equity Method Investments [Line Items]
Preferred stock voting rights				20 votes per share
Michael R. Ward | 4Ward Resources Inc
Schedule of Equity Method Investments [Line Items]
Net assets assumed | $			$ 40,288
Michael R. Ward | 4Ward Resources Inc | Series A preferred stock
Schedule of Equity Method Investments [Line Items]
Number of shares exchanged for acquisition			10,000,000
Michael R. Ward | 4Ward Resources Inc | Common stock
Schedule of Equity Method Investments [Line Items]
Number of shares exchanged for acquisition			10,000,000
Michael R. Ward | Eric Davies
Schedule of Equity Method Investments [Line Items]
Total ownership percentage of a majority issued and outstanding		30.00%
Number of shares sold		2,500,000
Post split shares		90,000,000
Michael R. Ward | Emanuel Oliveira
Schedule of Equity Method Investments [Line Items]
Number of shares sold		774,000
Post split shares		27,864,033
Choice Consulting, LLC
Schedule of Equity Method Investments [Line Items]
Total ownership percentage of a majority issued and outstanding				20.10%
Choice Consulting, LLC | Emanuel Oliveira
Schedule of Equity Method Investments [Line Items]
Number of shares sold		1,726,000
Post split shares		62,136,075

XML

GOING CONCERN (Details) - USD ($)	3 Months Ended		9 Months Ended
	Apr. 30, 2017	Apr. 30, 2016	Apr. 30, 2017	Apr. 30, 2016	Jul. 31, 2016
Going Concern [Abstract]
Net loss	$ (508,802)	$ (89,180)	$ (989,985)	$ (248,159)
Net cash used in operations			(221,517)	$ (36,715)
Accumulated deficit	(1,438,547)		(1,438,547)		$ (448,551)
Working Capital Surplus (Deficit)	$ (1,178,359)		$ (1,178,359)

XML

RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($)	1 Months Ended		9 Months Ended
	Jan. 28, 2017	Jan. 24, 2017	Apr. 30, 2017	Jul. 31, 2016
Related Party Transaction [Line Items]
Advances			$ 42,000
Loans payable			187,600
Accrued payroll taxes			31,076
Accrued salaries and payroll taxes, related parties			691,326	$ 303,750
WPF MEXICO PIPELINES, S. de R.L. de C.V., and CENOTE ENERGY S. de R.L. de C.V.
Related Party Transaction [Line Items]
Total value of acquisition	$ 140,286
Expenses paid on behalf of acquiree companies	99,821
Expenses paid by Mr. Michael Ward	32,144
Vendor payments to be assumed or paid by 4Ward Resources	$ 38,965
Michael R. Ward
Related Party Transaction [Line Items]
Advances			22,000
Accrued unpaid salaries			702,250
Due to related parties			1,500
Michael R. Ward | 4Ward Resources Inc
Related Party Transaction [Line Items]
Percentage of interests acquired	100.00%
Michael R. Ward | 4Ward Resources Inc | Series A preferred stock
Related Party Transaction [Line Items]
Number of shares exchanged for acquisition		10,000,000
Michael R. Ward | 4Ward Resources Inc | Common stock
Related Party Transaction [Line Items]
Number of shares exchanged for acquisition		10,000,000
Michael R. Ward | WPF MEXICO PIPELINES, S. de R.L. de C.V., and CENOTE ENERGY S. de R.L. de C.V.
Related Party Transaction [Line Items]
Percentage of interests acquired	90.00%
Michael R. Ward | 4Ward Resources Inc | WPF MEXICO PIPELINES, S. de R.L. de C.V., and CENOTE ENERGY S. de R.L. de C.V.
Related Party Transaction [Line Items]
Percentage of interests acquired	90.00%
Patrick Dosser | WPF MEXICO PIPELINES, S. de R.L. de C.V., and CENOTE ENERGY S. de R.L. de C.V.
Related Party Transaction [Line Items]
Percentage of interests acquired	10.00%
Spouse of CEO
Related Party Transaction [Line Items]
Proceeds from loan			$ 137,600

XML

EQUITY (Detail Textuals)	Mar. 08, 2017 Director $ / shares shares	Feb. 02, 2017 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common shares authorized a stock grant to each of three members of board of directors	150,000
Number of common stock sold to accredited investor		40,000
Value of common stock sold to accredited investor | $		$ 20,000
Shares Issued, Price Per Share | $ / shares	$ 1.75
Number of members of the board of directors | Director	3
Director 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common shares authorized a stock grant to each of three members of board of directors	50,000
Director 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common shares authorized a stock grant to each of three members of board of directors	50,000
Director 3
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common shares authorized a stock grant to each of three members of board of directors	50,000