UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period ended January 31, 2021

☐	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

33-1231170

(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 ☒ No ☐

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

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	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☒

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 ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act: None

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: June 1, 2021, there were 473,318,407 shares of the Company’s common stock were issued and outstanding.

MIRAGE ENERGY CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2021

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.	5

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	8

Item 4.	Controls and Procedures.	8

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	9

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	9

Item 3.	Defaults Upon Senior Securities.	9

Item 4.	Mine Safety Disclosures.	9

Item 5.	Other Information.	9

Item 6.	Exhibits.	10

	SIGNATURES	11

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 for the year ending July 31, 2020 filed with the Securities and Exchange Commission. 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, 2021.

Table of Contents

MIRAGE ENERGY CORPORATION

INDEX TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

January 31, 2021

		Page
Consolidated Balance Sheets as of January 31, 2021 (Unaudited) and July 31, 2020		F-1
Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Six Months Ended January 31, 2021 and 2020 (Unaudited)		F-2
Consolidated Statement of Stockholders’ Deficit for the Six Months Ended January 31, 2020 and 2021		F-3
Consolidated Statements of Cash Flows for the Six Months Ended January 31, 2021 and 2020 (Unaudited)		F-5
Notes to the Consolidated Interim Financial Statements (Unaudited)		F-6

MIRAGE ENERGY CORPORATION

Consolidated Balance Sheets

	January 31,			July 31,
	2021			2020
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	58,730		$	166,941
Prepaid expenses		23,664			9,559
Total Current Assets		82,394			176,500

Property, plant and equipment, net		658			1,449

Other Assets
Deposits		6,921			6,921
Total Other Assets		6,921			6,921

TOTAL ASSETS	$	89,973		$	184,870

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	914,357		$	836,290
Loan payable		127,844			127,844
Convertible debentures		981,601			281,351
Accrued salaries and payroll taxes, related parties		1,788,765			1,795,071
Total Current Liabilities		3,812,567			3,040,556

Long-Term Liabilities
Loan payable		2,167			1,234
TOTAL LIABILITIES		3,814,734			3,041,790

STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.001, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding as of January 31, 2021 and July 31, 2020		10,000			10,000
Common stock, par value $0.001, 900,000,000 shares authorized, 470,476,740 shares issued and outstanding as of January 31, 2021; 462,730,684 shares issued and outstanding as of July 31, 2020		470,477			462,731
Stock subscription receivable		-			(20,000	)
Additional paid-in capital		9,427,741			8,597,401
Accumulated deficit		(13,632,879	)		(11,906,952	)
Accumulated other comprehensive loss		(100	)		(100	)
TOTAL STOCKHOLDERS’ DEFICIT		(3,724,761	)		(2,856,920	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	89,973		$	184,870

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

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MIRAGE ENERGY CORPORATION

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2021			2020			2021			2020

OPERATING EXPENSES
General and administrative expenses	$	281,117		$	222,983		$	809,533		$	485,958
Professional fees		7,420			15,555			20,570			55,846
Total Operating Expenses		288,537			238,538			830,103			541,804

LOSS BEFORE OPERATIONS		(288,537	)		(238,538	)		(830,103	)		(541,804	)

OTHER EXPENSE
Interest expense		21,049			25,416			28,491			43,044
Change in fair value of convertible debt		436,820			503,085			729,083			609,348
Penalty on convertible debt		138,250			-			138,250			-
Total Other Expense		596,119			528,501			895,824			652,392

LOSS BEFORE INCOME TAXES		(884,656	)		(767,039	)		(1,725,927	)		(1,194,196	)

NET LOSS		(884,656	)		(767,039	)		(1,725,927	)		(1,194,196	)

TOTAL COMPREHENSIVE LOSS	$	(884,656	)	$	(767,039	)	$	(1,725,927	)	$	(1,194,196	)

Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic and Diluted Weighted Average Common Shares Outstanding		470,301,740			417,852,298			469,215,407			414,896,063

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

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MIRAGE ENERGY CORPORATION

Statement of Stockholders’ (Deficit)

(Unaudited)

For the Six Months Ended January 31, 2020

	Common Stock				Preferred Stock				Additional			Accumulated			Accumulated Other			Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			Earnings (Deficit)			Comprehensive Loss			Stockholders (Deficit)
Balance - July 31, 2019		406,886,489	$	406,886		10,000,000	$	10,000	$	2,986,180		$	(6,552,748	)	$	(100	)	$	(3,149,782	)
Common shares issued for conversion of debt and interest		4,830,016		4,830		-		-		347,761			-			-			352,591
Sale of common stock		2,000,000		2,000		-		-		78,000			-			-			80,000
Common stock warrants issued and valued		-		-		-		-		6,595			-			-			6,595
Common shares issued for exercise of warrants		3,696,973		3,697		-		-		(3,697	)		-			-			-
Net loss		-		-		-		-		-			(427,157	)		-			(427,157	)
Balance - October 31, 2019		417,413,478	$	417,413		10,000,000	$	10,000	$	3,414,839		$	(6,979,905	)	$	(100	)	$	(3,137,753	)
Sale of common stock		4,200,000		4,200		-		-		142,800			-			-			147,000
Net loss		-		-		-		-		-			(767,039	)		-			(767,039	)
Balance - January 31, 2020		421,613,478	$	421,613		10,000,000	$	10,000	$	3,557,639		$	(7,746,944	)	$	(100	)	$	(3,757,792	)

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

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For the Six Months Ended January 31, 2021

	Common Stock						Preferred Stock							Additional						Accumulated Other			Total
	Number of Shares			Amount			Number of Shares		Amount		Stock Sub. Rec.			Paid-in Capital			Accumulated (Deficit)			Comprehensive Loss			Stockholders’ (Deficit)

Balance - July 31, 2020		462,730,684		$	462,731			10,000,000	$	10,000	$	(20,000	)	$	8,597,401		$	(11,906,952	)	$	(100	)	$	(2,856,920	)
Common shares issued for conversion of debt and interest		2,564,695			2,565			-		-		-			500,884			-			-			503,449
Restricted shares issued for consulting services and fees		1,246,250			1,246			-		-		-			285,391			-			-			286,637
Common shares issued for exercise of warrants		4,235,111			4,235			-		-		-			(4,235	)		-			-			-
Common shares cancelled		(500,000	)		(500	)		-		-		20,000			(19,500	)		-			-			-
Net loss		-			-			-		-		-			-			(841,271	)		-			(841,271	)
Balance - October 31, 2020		470,276,740		$	470,277			10,000,000	$	10,000	$	-		$	9,359,941		$	(12,748,223	)	$	(100	)	$	(2,908,105	)
Restricted shares issued for services and fees		200,000			200			-		-		-			67,800			-						68,000
Net loss		-			-			-		-		-						(884,656	)					(884,656	)
Balance - January 31, 2021		470,476,740		$	470,477			10,000,000	$	10,000	$	-		$	9,427,741		$	(13,632,879	)	$	(100	)	$	(3,724,761	)

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

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MIRAGE ENERGY CORPORATION

Consolidated Statement of Cash Flows

(Unaudited)

	Six Months Ended
	January 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,725,927	)	$	(1,194,196	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation expense		791			791
Financing fees		13,500			34,298
Loss on change in fair value of convertible debt		729,083			609,347
Penalty on convertible debt		138,250			-
Expenses paid by shareholder		8,945			16,611
Issuance of stock for services and fees		354,637			-
Changes in operating assets and liabilities:
Prepaid expenses		(14,105	)		(107	)
Accounts payable		78,999			110,657
Accrued expenses		5,867			5,250
Accrued salaries and payroll taxes, related parties		(6,306	)		(56,991	)
Net cash (used) in operating activities		(416,266	)		(474,340	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan, related party		-			1,000
Repayments of loan, related party		(8,945	)		(17,611	)
Proceeds from sale of common stock		-			227,000
Proceeds from sale of convertible debt		317,000			297,500
Net cash provided by financing activities		308,055			507,889

Net increase (decrease) in cash		(108,211	)		33,549

Cash and cash equivalents - beginning of period		166,941			70,456

Cash and cash equivalents - end of period	$	58,730		$	104,005

Supplemental Cash Flow Disclosures
Cash paid for interest	$	1,409		$	134

Supplemental Non-Cash Activity Disclosures
Stock issued for convertible interest	$	33,235		$	31,778
Stock issued for convertible debt	$	470,214		$	320,813
Cashless exercise of warrants	$	4,235		$	3,697
Stock cancellation of stock subscription	$	20,000		$	-

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

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MIRAGE ENERGY CORPORATION

Notes to the Consolidated Interim Financial Statements

January 31, 2021

(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.

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 10-K filed with the Securities and Exchange Commission on November 19, 2020.

Net Income (Loss) Per Share of Common Stock

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to convertible debt, stock options and warrants for each year. In the period of net loss, diluted EPS calculation is not deemed necessary as the effect would be anti-dilutive.

As of January 31, 2021 and July 31, 2020, the Company has convertible notes with a total base principal of $348,000 and $100,500, respectively, which become convertible in 180 days. There is a potential for 2,356,102 shares if the principal of $348,000 were converted at January 31, 2021. These notes will have a dilutive effect on common stock for the quarter ended January 31, 2021. The Company has 10,000,000 shares of Mirage’s Series A Preferred Stock which possess 20 votes per share and are convertible into 200,000,000 common shares. As of January 31, 2021, the Company no longer has any outstanding common stock purchase warrants.

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.

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Financial Instruments

The Company’s notes that have become convertible are subject to ASC Topic 480, “Distinguishing Liabilities from Equity,” as the debt is a mostly fixed amount to be settled with a variable number of shares.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company has reviewed these provisions and will apply to the fiscal year which begins August 1, 2021, as we follow the private company effective dates as an Emerging Growth Company which have been extended due to COVID-19.

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 $1,725,927 and had net cash used in operations of $416,266 for the six months ended January 31, 2021 and had an accumulated deficit and working capital deficit of $13,632,879 and $3,730,173 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 - DEBT

As of January 31, 2021, the number of shares of common stock that can be issued for convertible debt are 2,356,102, which have not been converted as of this filing date.

For the six months ended January 31, 2021, the Company received proceeds of $317,000 from convertible notes, which was net of $13,500 in fees deducted and converted $503,449 of convertible notes and interest. There was a $729,083 loss on change in fair value of convertible debt in total.

For the year ended July 31, 2020, the Company received proceeds of $297,500 from convertible notes, which was net of $30,500 in fees deducted and converted $4,921,471 of convertible notes and interest. There was a $3,991,040 loss on change in fair value of convertible debt in total.

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A summary of debt at January 31, 2021 and July 31, 2020 is as follows:

	January 31,		July 31,
	2021		2020
Note, unsecured interest bearing at 2% per annum, due July 9, 2020	$	50,000	$	50,000
Note, unsecured interest bearing at 7.5% per annum, due April 15, 2018. This was an accounts payable bill that was converted to a loan as per Note 7 Commitments and Contingencies. This note is now in default as of April 16, 2018 and has a default interest of 17.5%.		77,844		77,844
Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 12, 2018 in the amount of $18,000 with fees of $0 and cash proceeds of $18,000 which was paid directly to the vendor in the year ended July 31, 2018, convertible at December 9, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of March 30, 2019. This note became convertible on December 9, 2018. This note defaulted on November 14, 2018 and a default penalty of $9,000 was added to the note for a total of $27,000 and incurred default interest rate of 22%. The convertible note had a net gain on change in fair value of $6,877.		62,497		69,374
		-		211,977
Convertible debenture, unsecured, interest bearing at 10% per annum, issued September 21, 2020 in the amount of $153,000 with fees of $3,000 and cash proceeds of $150,000, convertible at March 20, 2021 with conversion price at a discount rate of 39% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of July 21, 2021. This note defaulted on November 4, 2020 and a default penalty of $76,500 was added to the note for a total of $229,500. The note became immediately convertible. The convertible note had a loss in net change in fair value of $249,478.		478,978		-
Convertible debenture, unsecured, interest bearing at 10% per annum, issued October 12, 2020 in the amount of $68,000 with fees of $3,000 and cash proceeds of $65,000, convertible at April 10, 2021 with conversion price at a discount rate of 39% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of August 12, 2021. This note defaulted on November 4, 2020 and a default penalty of $34,000 was added to the note for a total of $102,000. The note became immediately convertible. The convertible note had a loss in net change in fair value of $110,879.		212,879		-
Convertible debenture, unsecured, interest bearing at 10% per annum, issued December 9, 2020 in the amount of $55,500 with fees of $3,500 and cash proceeds of $52,000, convertible at June 7, 2021 with conversion price at a discount rate of 39% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of September 9, 2021. This note defaulted on December 21, 2020 and a default penalty of $27,750 was added to the note for a total of $83,250. The note became immediately convertible. The convertible note had a loss in net change in fair value of $90,497.		173,747		-
Convertible debenture, unsecured, interest bearing at 10% per annum, issued January 12, 2021 in the amount of $53,500 with fees of $3,500 and cash proceeds of $50,000, convertible at July 11, 2021 with conversion price at a discount rate of 39% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of November 12, 2021.		53,500		-
Remaining unpaid portion due AT&T regarding cell phone installments		2,167		1,234
Total Debt		1,111,612		410,429
Less: Current Maturities		1,109,445		409,195
Total Long-Term Debt	$	2,167	$	1,234

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NOTE 5 - RELATED PARTY TRANSACTIONS

As of January 31, 2021, the CEO and two other members of management and one other employee had earned accrued unpaid salary in the amount of $1,716,410. Accrued salaries of $1,716,410 combined with accrued payroll taxes of $72,355 for a total accrued related party salaries and payroll tax of $1,788,765 for the period from June 2015 until January 31, 2021.

Also, Mr. Michael Ward, President, was owed $8,945 for monies outlaid on behalf of the Company which was netted for $8,945 in payments received leaving a net due Mr. Ward of $0 at January 31, 2021. During the year ended July 31, 2020, Mr. Michael Ward, President, provided $10,100 directly to the Company during the year with an additional $29,642 owed for monies outlaid on behalf of the Company for a total loan amount of $39,742 which was netted for $39,742 in payments received leaving a net due Mr. Ward of $0 at July 31, 2020.

NOTE 6 - LEASES

On June 9, 2016, the Company entered into a Lease Agreement for its San Antonio, Texas office lease location. The Lease Period was for three (3) years beginning July 1, 2016. On July 1, 2019, the Company entered into a First Amendment to Lease Agreement at same location. The landlord continues to hold $6,921 as security which is to be returned at the end of the new lease. The new Lease Period is three (3) years beginning July 1, 2019. The Company shall pay as additional rent all other sums of money as shall become due and payable by them under this Lease. To date after nineteen (19) months of this thirty-six (36) month lease, no such additional charges have been made. The Company has incurred rent expense in the amount of $43,465 and $84,906 for the six months ended January 31, 2021 and for the year ended July 31, 2020, respectively. Below is the schedule of rent for the remaining Lease term as of January 31, 2021.

Year Ending	Amount
July 31, 2021	$	42,453
July 31, 2022		84,906

Total Remaining Base Rent	$	127,359

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company committed to eighteen (18) months of Acquisition of Pipeline Rights of Way to Marcos y Asociados with a total amount of $77,844 which was due April 15, 2018 and not paid as of January 31, 2021. Interest will continue accruing after January 31, 2021 until it is paid.

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company’s financial position or results of operations.

NOTE 8 - EQUITY

During the six months ended January 31, 2021, the Company issued 2,564,695 shares of common stock for conversion of a convertible note totaling $82,500 with a fair value of $470,214 for the debt and a fair value of $33,235 for the interest totaling $503,449.

Also, the Company issued a total of 4,235,111 shares of common stock as a cashless exercise of common stock warrants. On August 24, 2020, Crown Bridge Partners, LLC exercised the right to purchase 4,235,111 shares of common stock, respectively, per the Common Stock Warrants that were issued with the November 13, 2018 note.

For the six months ended January 31, 2021, the Company entered into agreements for 1,446,250 shares of common stock as fee compensation to consultants in the amount of $286,637 and to directors in the amount of $68,000.

For the six months ended January 31, 2021, the Company had a cancellation of stock subscription of 500,000 shares totaling $20,000.

NOTE 9 - SUBSEQUENT EVENTS

The Company evaluated events occurring after January 31, 2021, identifying those that are required to be disclosed as follows:

In February 2021, the Company offered and sold 41,667 shares of common stock at $0.24 per share for $10,000.

On March 9, 2021, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. to issue a convertible note in the principal amount of $53,500, with unsecured, interest bearing at 10% per annum and a maturity date of January 9, 2022.

In May 2021, the Company offered and sold 4,050,000 shares of common stock at $0.10 per share for $405,000 but 1,250,000 shares have not yet been issued as of this filing date.

F-9

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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 10-K for the year ended July 31, 2020, as filed on November 19, 2020. 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

Company’s Plans

The Company has proposed to develop an integrated natural gas pipeline system in Texas and Mexico. The purpose of these pipelines will transport and store natural gas in an underground natural gas storage facility, which the Company proposes to permit and develop in northern Mexico. The Company has completed the design and engineering work which was presented to the representatives of various Mexican regulatory agencies.

On June 11, 2020, the Company received a financing Term Sheet from Bluebell International, LLC (BBI) for $4 Billion plus an interest reserve and payment of Closing Costs. The equity would split with Mirage owning 25% after closing. Mirage would have no payment obligation regarding any of the $4 Billion loan. Mirage would be responsible for construction and after construction management.

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The Projects which will be initially developed include:

•

Mirage 1 - Burgos Hub Storage & Gas Pipeline (natural gas)

“Brasil Field” is the gas storage facility

“Concho Line” “Progreso Line” “Progreso Crossing” “Storage Line” (pipeline running from Aqua Dulce / Banquette to the Brasil Field storage facility)

	•	Mirage 2 - 48-inch Pipeline Rehabilitation (natural gas)
		Pipeline running from Reynosa, Mexico to Nuevo

	•	Mirage 3 - 30-inch and 48-inch Pipeline Rehabilitation (crude oil)
		Bi-directional transport of crude oil across the Tehuantepec Isthmus of Mexico

BBI has completed its Due Diligence activities prior to a Final Closing.

Discussion and Analysis of Financial Condition and Results of Operations

Revenues

Three month period ended January 31, 2021

For the three (3) month period ended January 31, 2021, we generated no revenue and incurred a net loss of $884,656.

Our net loss of $884,656 for the three (3) month period ended January 31, 2021 was the result of operating expenses of $288,537, interest expense of $21,049, fair market value interest expense of $436,820 and penalty on convertible debt of $138,250. Our operating expenses consisted of $281,117 in general and administrative expenses and $7,420 in professional fees.

Three month period ended January 31, 2020

For the three (3) month period ended January 31, 2020, we generated no revenue and incurred a net loss of $767,039.

Our net loss of $767,039 for the three (3) month period ended January 31, 2020 was the result of operating expenses of $238,538 and other expense (comprised of interest expense and change in fair value of convertible debt) of $528,501. Our operating expenses consisted of $222,983 in general and administrative expenses, and $15,555 in professional fees.

Costs and Expenses

Our primary costs going forward are related to travel, professional fees, legal fees, financing fees and salaries and related payroll taxes associated with our proposed pipeline and natural gas storage activities in Mexico and Texas.

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Three month period ended January 31, 2021 and 2020

For the three (3) months ended January 31, 2021, we had $281,117 in general and administrative expenses compared to $222,983 in general and administrative expenses for the three (3) months ended January 31, 2020. The $58,134 increase in general and administrative expenses was primarily the result of an increase in directors fees, an increase in financing fees, an increase in payroll tax, an increase in telephone expenses and a decrease in travel and entertainment expenses during the three (3) months ended January 31, 2021.

The professional fees for the three (3) months ending January 31, 2021 and January 31, 2020 were $7,420 and $15,555, respectively. The $8,135 decrease was primarily related to decrease in legal fees.

The executive compensation for the three (3) months ending January 31, 2021 and January 31, 2020 was $92,000 and $92,000, respectively. No change was due to the same executives employed at the same compensation during both periods.

Six month period ended January 31, 2021 and 2020

For the six (6) months ended January 31, 2021, we had $809,533 in general and administrative expenses compared to $485,958 in general and administrative expenses for the six (6) months ended January 31, 2020. The $323,575 increase in general and administrative expenses was primarily the result of spending increase in consulting, an increase in directors fees, a decrease in travel and entertainment, an decrease in financing fees, an increase in public relations and an increase in telephone expenses during the six (6) months ended January 31, 2021.

The professional fees for the six (6) months ending January 31, 2021 and January 31, 2020 were $20,570 and $55,846, respectively. The $35,276 decrease was primarily related to a spending decrease for audit fees, a decrease in legal fees and a decrease in transfer agent fees.

The executive compensation for the six (6) months ending January 31, 2021 and January 31, 2020 was $184,000 and $184,000 respectively. No change was due to the same executives employed at the same compensation during both periods.

Liquidity and Capital Resources

Cash Flows

Operating Activities

For the six (6) month period ended January 31, 2021, net cash used in operating activities was $416,266. The negative cash flow for the six (6) months ended January 31, 2021 related to our net loss of $1,725,927, a decrease in prepaid expenses of $14,105, an increase of $8,945 in expenses paid by shareholder, an increase of $138,250 in convertible debt due to default, an increase of $354,637 in issuance of stock for services and fees, adjusted for $13,500 in financing fees, adjusted for depreciation of $791, a change of $729,083 in convertible debt due to fair market value, an increase of $78,999 in accounts payable, an increase of $5,867 accrued expenses and a decrease of $6,306 in accrued salaries and payroll taxes – related parties.

For the six (6) month period ended January 31, 2020, net cash used in operating activities was $474,340. The negative cash flow for the six (6) months ended January 31, 2020 related to our net loss of $1,194,196, a decrease in prepaid expenses of $107, an increase of expenses paid by shareholder of $16,611, adjusted for $34,298 in financing fees, adjusted for depreciation of $791, a change of $609,347 in convertible debt due to fair market value, an increase of $110,657 in accounts payable, an increase of $5,250 in accrued expenses and a decrease of $56,991 in accrued salaries and payroll taxes - related parties.

Investing Activities

For the six (6) months ended January 31, 2021 net cash used in investing activities was nil.

For the six (6) months ended January 31, 2020 net cash used in investing activities was nil.

Financing Activities

For the six (6) months ended January 31, 2021, net cash provided by financing activities was $308,055. The positive cash flow from financing activities for such period was comprised of proceeds from convertible debentures.

For the six (6) months ended January 31, 2020, net cash provided from financing activities was $507,889. The positive cash flow from financing activities for such period was comprised of proceeds from sale of common stock, proceeds from loan by related party and proceeds from convertible debentures.

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Liquidity

To date, we have funded our operations primarily with capital provided and loans provided by related parties, accruing of salaries and accounts payable. We do not currently have commitments regarding fixed costs.

As of January 31, 2021, Mirage Energy Corporation had $58,730 in cash on hand and prepaid expenses of $23,664. Since Mirage Energy Corporation was unable to reasonably project its future revenue, it must presume that it will not generate any revenue during the next twelve (12) to twenty-four (24) months. We therefore will need to obtain additional debt or equity funding in the next two (2) – three (3) months, but there can be no assurances that such funding will be available to us in sufficient amounts or on reasonable terms.

The Company’s audited financial statements for the year ended July 31, 2020 contain a “going concern” qualification. As discussed in Note 3 of the Notes to Financial Statements, the Company has incurred losses and has not demonstrated the ability to generate cash flows from operations to satisfy its liabilities and sustain operations. Because of these conditions, our independent auditors have raised substantial doubt about our ability to continue as a going concern.

Our financial objective is to make sure the Company has the cash and debt capacity to fund on-going operating activities, investments and growth. We intend to fund future capital needs through our current cash position, additional credit facilities, future operating cash flow and debt or equity financing. We are continually evaluating these options to make sure we have capital resources to meet our needs.

Existing capital resources are insufficient to support continuing operations of the Company over the next 12 months.

Management makes no assurances that adequate capital resources will be available to support continuing operations over the next 12 months. Management plans to pursue additional capital funding through multiple sources.

For the year ended July 31, 2020, the Company has funded operations with loan from related party of $10,100, debt of $297,500 from convertible notes, proceeds from sale of $719,000 in common stock, while making loan repayments of $39,742 to related party. The Company plans to raise additional funds through various sources to support ongoing operations during 2020 and 2021.

While no assurances can be given regarding the achievement of future results as actual results may differ materially, management anticipates adequate capital resources to support continuing operations over the next 12 months through the combination of infused capital through exercised warrants, infused capital through non-public private placement and existing cash reserves.

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 January 31, 2021, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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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 January 31, 2021 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

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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 2, 2021

Mirage Energy Corporation

(Registrant)

By:

/s/ Michael R. Ward

Michael R. Ward

Chief Executive Officer

(Principal Executive Officer)

Chief Financial Officer

(Principal Accounting Officer)

Mirage Energy Corp 10-Q