UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended February 28, 2021
	For the quarterly period ended May 31, 2021
or
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to ____________

Commission File Number 333-214638

NANOVATION MICROTECH, INC.

(Exact name of registrant as specified in its charter)

Nevada

37-1832675

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

Osterbrogade 226 st. tv, Copenhagen, Denmark		2100
(Address of principal executive offices)		(Zip Code)

302-782-4171

(Registrant’s telephone number, including area code)

N/A

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ YES ☐ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ YES ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 Act.

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 in Rule 12b-2 of the Exchange Act) ☐ YES ☒ NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

80,616 common shares issued and outstanding as of ~~March~~July 302, 2021.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

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 1A.	Risk Factors	16

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16

Item 3.	Defaults Upon Senior Securities	16

Item 4.	Mine Safety Disclosures	16

Item 5.	Other Information	16

Item 6.	Exhibits	17

SIGNATURES		18

2 Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NANOVATION MICROTECH, INC.

Consolidated Balance Sheets

As of ~~February~~May 2831, 2021 and August 31, 2020

(Unaudited)

	February 28,			August 31,
	May 31,			August 31,
	2021			2020
ASSETS
Current Assets
Total Current Assets	$	-		$	-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	1113,~~601~~800		$	12,100
Accrued Interest		2429,~~077~~742			13,413
Convertible notes		88,660			80,086
Due to related party		1318,~~354~~884			-
TOTAL LIABILITIES		~~137~~151,~~692~~086			105,599
STOCKHOLDERS' DEFICIT
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.001 per share, 75,000,000 shares authorized, 80,616 shares issued and outstanding		81			81
Additional paid-in capital		119,516			110,942
Retained earnings from discontinued operations		29,190			29,190
Accumulated deficit		(~~286~~299,~~479~~873	)		(245,812	)
Total Stockholders' Deficit		(137,692	)		(105,599	)
Total Stockholders’ Deficit		(151,086	)		(105,599	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-

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

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NANOVATION MICROTECH, INC.

Consolidated Statements of Operations

For the ~~six~~nine months and three months ended ~~February~~May 2831, 2021 and ~~February~~May 2931, 2020

(Unaudited)

	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	February 28,			February 29,			February 28,			February 29,
	May 31,			May 31,			May 31,			May 31,
	2021			2020			2021			2020
REVENUES, NET OF FEES	$	-		$	-		$	-		$	794
OPERATING EXPENSES
General and administrative	$	47,~~230~~730		$	67,~~523~~492		$	2129,~~428~~158		$	2330,~~173~~665
Total Operating Expenses		47,~~230~~730			67,~~523~~492			2129,~~428~~158			2330,~~173~~665
OTHER EXPENSES
Interest expense		5,~~547~~664			738,~~162~~626			1924,~~239~~903			7381,~~162~~788
		5,547			73,162			19,239			73,162
		5,664			8,626			24,903			81,788
Loss Before Income Taxes		(913,~~777~~394	)		(7916,~~685~~118	)		(4054,~~667~~061	)		(95111,~~541~~659	)
Provision for Income Taxes		-			-			-			-
NET LOSS	$	(913,~~777~~394	)	$	(7916,~~685~~118	)	$	(4054,~~667~~061	)	$	(95111,~~541~~659	)
Net loss per share: Basic and Diluted	$	(0.1217	)	$	(0.9920	)	$	(0.5067	)		(1.1939	)
Weighted Average Common Shares Outstanding - Basic and Diluted		80,616			80,616			80,616			80,616

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

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NANOVATION MICROTECH, INC.

Consolidated Statements of Stockholders’ Equity (Deficit)

For the ~~six~~nine months and three months ended ~~February~~May 2831, 2021 and ~~February~~May 2931, 2020

(Unaudited)

							Retained Earnings
	Common Stock				Additional		Retained Earnings from					Total
	Common Stock				Additional		from
	Number of Shares		Amount		Paid-in Capital		Discontinued Operations		Accumulated Deficit			Stockholders’ Deficit
	Number of Shares		Amount		Paid-in Capital		Discontinued Operations		Accumulated Deficit			Total
Balance - August 31, 2020		80,616	$	81	$	110,942	$	29,190	$	(245,812	)	$	(105,599	)
Note Beneficial Conversion Feature		-		-		8,574		-		-			8,574
Net loss		-		-		-		-		(30,890	)		(30,890	)
Balance - November 30, 2020		80,616	$	81	$	119,516	$	29,190	$	(276,702	)	$	(127,915	)
Net loss		-		-		-		-		(9,777	)		(9,777	)
Balance - February 28, 2021		80,616	$	81	$	119,516	$	29,190	$	(286,479	)	$	(137,692	)
Net loss		-		-		-		-		(13,394	)		(13,394	)
Balance - May 31, 2021		80,616	$	81	$	119,516	$	29,190	$	(299,873	)	$	(151,086	)

							Retained Earnings
	Common Stock				Additional		Retained Earnings from					Total
	Common Stock				Additional		from
	Number of Shares		Amount		Paid-in Capital		Discontinued Operations		Accumulated Deficit			Stockholders’ Deficit
	Number of Shares		Amount		Paid-in Capital		Discontinued Operations		Accumulated Deficit			Total
*Balance - August 31, 2019		80,616	$	81	$	30,856	$	29,190	$	(112,691	)	$	(52,564	)
Net loss		-		-		-		-		(15,856	)		(15,856	)
Balance - November 30, 2019		80,616	$	81	$	30,856	$	29,190	$	(128,547	)	$	(68,420	)
Note Beneficial Conversion Feature		-		-		68,813		-		-			68,813
Net loss		-		-		-		-		(79,685	)		(79,685	)
Balance - February 29, 2020		80,616	$	81	$	99,669	$	29,190	$	(208,232	)	$	(79,292	)
Note Beneficial Conversion Feature		-		-		4,230		-		-			4,230
Net loss		-		-		-		-		(16,118	)		(16,118	)
Balance - May 31, 2020		80,616	$	81	$	103,899	$	29,190	$	(224,350	)	$	(91,180	)

* retroactively reflect 60:1 reverse stock split

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

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NANOVATION MICROTECH, INC.

Consolidated Statements of Cash Flows

For the ~~six~~nine months ended ~~February~~May ~~28,~~31 2021 and ~~February~~May 2931, 2020

(Unaudited)

	For the Six Months Ended
	For the Nine Months Ended
	February 28,			February 29,
	May 31,			May 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4054,~~667~~061	)	$	(95111,~~541~~659	)
Adjustments to reconcile net loss to net cash used in operating activities:
Note Discount Amortization		8,574			6873,~~813~~043
Changes in operating assets and liabilities:
Accounts receivable		-			~~148~~149
Accounts payable and accrued liabilities		~~(499~~1,701	)		~~600~~3,861
Accrued interest		1016,~~664~~328			48,~~349~~745
Net cash used in operating activities		(2127,~~928~~458	)		(2125,~~631~~861	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advancement from director		1318,~~354~~884			-
Proceeds from issuance of convertible note		8,574			2226,~~573~~803
Net cash provided by financing activities		2127,~~928~~458			2226,~~573~~803
Net changes in cash and cash equivalents		-			942
Cash and cash equivalents - beginning of period		-			1,848
Cash and cash equivalents - end of period	$	-		$	2,790
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activity:
Note Beneficial Conversion Feature	$	8,574		$	6873,~~813~~043

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

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NANOVATION MICROTECH, INC.

Notes to the Unaudited Consolidated Financial Statements

~~February~~May 2831, 2021

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Nanovation Microtech, Inc. (“the Company”) was incorporated on July 20, 2016 in the State of Nevada.

On May 4, 2018, as a result of a private transaction, the control block of voting stock of the Company, represented by 4,000,000 shares of common stock, was transferred from Jose Maria Galarza Gaona to Greenfields International Limited, and a change of control of Kalmin Corp. has occurred.

Upon the change of control of the Company, the existing directors and officers resigned immediately. Accordingly, Jose Maria Galarza Gaona, serving as director and President and Karel Astride Oulai, serving as Treasurer and Secretary, ceased to be the Company’s officers and directors. At the effective date of the transfer, Xie Qi Kang, age 36, assumed the role of director and Chief Executive Officer, President, Secretary and Treasurer of the Company.

Previous Business

From inception until May 4, 2018, the Company manufactured and sold the necessary equipment for drinking mate – kalabas and bombilla. With the change of control on May 4, 2018, management determined it was in the best interest of the Company to seek new business opportunities.

Acquisition

On December 1, 2018, the Company entered into a Share Sale and Purchase Agreement (the “Agreement”) with No Tie LLC (“No Tie”). Under the terms of the Agreement, the Company have agreed to purchase all of the issued and outstanding shares of No Tie and its mobile application assets for a purchase price of $37,500 (the “Acquisition”).

In connection with the Agreement, the Company assumed certain ongoing responsibilities of No Tie, including maintaining Apple developer licenses and domain name registration and hosting.

The Acquisition closed on January 25, 2019. At closing, No Tie became a subsidiary of our company.

On June 15, 2020, the Company approved the name change and a 60:1 reverse stock split which was approved by FINRA and effective July 15, 2020.

Current Business

Upon closing of the Acquisition, the Company is now an App business with 120+ Apps primarily for iPhone, iPad and Apple.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. The Company incurred an operating loss of $4054,~~667~~061 during the ~~six~~nine months ended ~~February~~May 2831, 2021 and has accumulated deficit of $~~286~~299,~~479~~873 from continued operations and retained earnings of $29,190 from discontinued operations as of ~~February~~May 2831, 2021. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors to become financially viable and continue as a going concern. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the ~~six~~nine months ended ~~February~~May 2831, 2021 are not necessarily indicative of the results that may be expected for the year ending August 31, 2021. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2020 have been omitted. These interim financial statements are condensed and should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended August 31, 2020 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on December 10, 2020.

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, No Tie, LLC. All significant intercompany accounts and transactions have been eliminated.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, using the following five-step procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

The Company’s sales are completed through an online platforms by third parties. The Company receives collection on payments either at the time of sale, or 30 or 60 days subsequent to the sale.

For products and services where collection is immediate, the Company recognizes revenue at the time of sale.

Accounts Receivable

The Company records accounts receivable in accordance with ASC 310, “Receivables.” Receivables consist of mobile application sales that have been made, but cash has not yet been received. The terms of receivables are typically 60 days after sale.

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Basic and Diluted Net Loss Per Share

Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted net loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items. The Company has not issued any options or warrants or similar securities since inception.

For the ~~six~~nine months ended ~~February~~May 2831, 2021 and ~~February~~May 2931, 2020, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

	February 28,		February 29,
	May 31,		May 31,
	2021		2020
	(Shares)		(Shares)
Convertible notes payable		88,659,730		6873,~~813~~043,000

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with Conversion and Other Options”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its financial statements.

NOTE 4 – CONVERTIBLE NOTES

	February 28,			August 31,
	May 31,			August 31,
	2021			2020
Convertible Notes - December 2019	$	68,813		$	68,813
Convertible Notes - May 2020		4,230			4,230
Convertible Notes - August 2020		7,043			7,043
Convertible Notes - November 2020		8,574			-
		88,660			80,086
less: current convertible note payable		(88,660	)		(80,086	)
Long-term convertible note payable	$	-		$	-
Long-term convertible notes payable	$	-		$	-

On December 1, 2019, the Company issued a convertible note to an un-affiliated party of $68,813 to replace the full amount of related party advances that had been provided to the Company. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.001 per share for the Company common stock. The discount on convertible notes from beneficial conversion feature of $68,813 was fully amortized during the nine ended May 31, 2020.

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On May 31, 2020, the Company issued a convertible note to an un-affiliated party of $4,230 for paying operating expenses on behalf of the Company. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.001 per share for the Company common stock. The discount on convertible notes from beneficial conversion feature of $4,230 was fully amortized during the year ended August 31, 2020.

On August 31, 2020, the Company issued a convertible note to an un-affiliated party of $7,043 for paying operating expenses on behalf of the Company. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.001 per share for the Company common stock. The discount on convertible notes from beneficial conversion feature of $7,043 was fully amortized during the year ended August 31, 2020.

On November 30, 2020, the Company issued a convertible note to an un-affiliated party of $8,574 for paying operating expenses on behalf of the Company. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.001 per share for the Company common stock. The discount on convertible notes from beneficial conversion feature of $8,574 was fully amortized during the six months ended February 28, 2021.

As of ~~February~~May 2831, 2021 and August 31, 2020, the Company owed convertible note payable of $88,660 and $80,086, and accrued interest of $2429,~~077~~742 and $13,413, respectively. During the ~~six~~nine months ended ~~February~~May 2831, 2021 and ~~February~~May 2931, 2020, the Company incurred interest expense of $1016,~~664~~328 and $48,~~349~~745, and amortization of note discount of $8,574 and $6873,~~813~~043, respectively.

NOTE 4- RELATED PARTY TRANSACTIONS

~~During~~The ~~the~~amount ~~six~~due ~~months~~to ~~ended~~related ~~February~~party ~~28,~~consists ~~2021~~of ~~and~~advances ~~February~~from ~~29, 2020,~~ the ~~Director~~Company’s ofdirector. ~~the~~The ~~Company~~amounts ~~advanced~~are ~~$13~~non-interest bearing,~~354~~ ~~and~~have $0no toset ~~the~~repayment ~~Company~~terms ~~for~~and ~~operation~~are ~~expenses,~~not ~~respectively~~secured.

AsDuring ofthe ~~February~~nine 28months ended May 31, 2021 and ~~August~~May 31, 2020, ~~amount~~the ~~due~~Director toof the ~~related~~Company ~~party~~advanced ~~was~~ $13,~~354~~884 and $0 to the Company for operation expenses, respectively.

~~NOTE~~As 5of –May ~~COMMON~~31, ~~STOCK~~2021 and August 31, 2020, amount due to the related party was $18,884 and $0, respectively.

~~The~~NOTE ~~Company~~5 ~~has~~– ~~authorized~~COMMON ~~seventy-five million (75,000,000) shares of common stock with a par value of $0.001.~~STOCK

OnThe ~~June~~Company ~~15,~~has ~~2020,~~authorized aseventy-five ~~majority~~million of(75,000,000) ~~our stockholders and our board of directors approved a reverse stock split of our issued and outstanding~~ shares of common stock onwith a ~~sixty~~par ~~(60)~~value ~~old~~of ~~for one (1) new basis~~$0. ~~The reverse stock split became effective on July 15, 2020~~001. ~~The reverse stock split has been retrospectively reflected in the financial statements for the year ended August 31, 2020.~~

AsOn ofJune ~~February~~15, 282020, ~~2021~~a ~~and~~majority ~~August~~of ~~31,~~our ~~2020,~~stockholders ~~80,616~~and ~~shares~~our board of ~~common~~directors approved a reverse stock ~~were~~split of our issued and outstanding shares of common stock on a sixty (60) old for one (1) new basis. The reverse stock split became effective on July 15, 2020. The reverse stock split has been retrospectively reflected in the financial statements for the year ended August 31, 2020.

~~NOTE~~As 6of –May ~~RISKS~~31, ~~AND~~2021 ~~UNCERTAINTIES~~and August 31, 2020, 80,616 shares of common stock were issued and outstanding.

InNOTE ~~early~~6 ~~2020,~~– ~~the~~RISKS ~~World~~AND Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at February 28, 2021. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this financial statements. These estimates may change, as new events occur and additional information is obtained.UNCERTAINTIES

~~NOTE~~In 7early –2020, ~~SUBSEQUENT~~the ~~EVENTS~~World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at May 31, 2021. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this financial statements. These estimates may change, as new events occur and additional information is obtained.

~~Management~~NOTE ~~has~~7 ~~evaluated~~– ~~subsequent~~SUBSEQUENT ~~events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.~~EVENTS

10Management ~~Table~~has ofevaluated ~~Contents~~subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.

~~Item~~10 2.Table ~~Management’s Discussion and Analysis~~ of ~~Financial Condition and Results of Operations~~Contents

~~FORWARD-LOOKING~~Item ~~STATEMENTS~~2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

~~Our~~This ~~unaudited~~quarterly ~~financial~~report contains forward-looking statements. ~~are~~These ~~prepared~~statements inrelate ~~accordance~~to ~~with~~future ~~United~~events ~~States~~or ~~Generally~~our ~~Accepted~~future ~~Accounting~~financial ~~Principles~~performance. ~~The~~In ~~following~~some ~~discussion~~cases, you can identify forward-looking statements by terminology such as “may”, “should”, be“expects”, ~~read~~“plans”, in“anticipates”, ~~conjunction~~“believes”, ~~with~~“estimates”, ~~our~~“predicts”, ~~financial~~“potential” ~~statements~~or ~~and~~“continue” or the ~~related~~negative ~~notes~~of ~~that~~these ~~appear~~terms ~~elsewhere~~or inother ~~this~~comparable ~~quarterly report~~terminology. ~~The~~These ~~following~~statements ~~discussion~~are ~~contains~~only ~~forward-looking~~predictions ~~statements~~and ~~that~~involve ~~reflect~~known ~~our~~and ~~plans~~unknown risks, ~~estimates~~uncertainties and ~~beliefs.~~other ~~Our~~factors that may cause our or our industry’s actual results, ~~could~~levels ~~differ~~of activity, performance or achievements to be materially different from ~~those~~any ~~discussed~~future inresults, ~~the~~levels of activity, performance or achievements expressed or implied by these forward-looking statements. ~~Factors~~Although we believe that ~~could~~the ~~cause~~expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or ~~contribute~~achievements. toExcept ~~such~~as ~~differences~~required ~~include~~by applicable law, ~~but~~including ~~are~~the securities laws of the United States, we do not ~~limited~~intend to, ~~those~~update ~~discussed~~any ~~below~~of ~~and~~the ~~elsewhere~~forward-looking instatements ~~this~~to ~~quarterly~~conform ~~report~~these statements to actual results.

InOur unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report,. ~~unless~~The ~~otherwise~~following ~~specified~~discussion contains forward-looking statements that reflect our plans, ~~all~~estimates ~~dollar~~and ~~amounts~~beliefs. ~~are~~Our ~~expressed~~actual results could differ materially from those discussed in ~~United~~the ~~States~~forward-looking ~~dollars~~statements. ~~and~~Factors ~~all~~that ~~references~~could cause or contribute to ~~“common~~such ~~shares”~~differences ~~refer~~include, but are not limited to, ~~the~~those ~~common~~discussed ~~shares~~below and elsewhere in ~~our~~this ~~capital~~quarterly ~~stock~~report.

AsIn ~~used in~~ this quarterly report, ~~the~~unless ~~terms~~otherwise ~~“we”~~specified, ~~“us”,~~all ~~“our”~~dollar ~~and~~amounts ~~“our~~are ~~company”~~expressed ~~mean~~in ~~Nanovation~~United ~~Microtech,~~States ~~Inc.~~dollars and ~~our~~all ~~wholly-owned~~references ~~subsidiary,~~to No“common ~~Tie~~shares” ~~LLC,~~refer ato ~~New~~the ~~York~~common ~~limited~~shares ~~liability~~in ~~corporation,~~our ~~unless~~capital ~~otherwise indicated~~stock.

~~General~~As ~~Overview~~used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Nanovation Microtech, Inc. and our wholly-owned subsidiary, No Tie LLC, a New York limited liability corporation, unless otherwise indicated.

WeGeneral ~~were incorporated under the laws of the State of Nevada on July 20, 2017, for the purpose of manufacturing and selling the necessary equipment for drinking mate - kalabas and bombilla.~~Overview

OnWe ~~May~~were 4,incorporated ~~2018,~~under asthe alaws ~~result~~ of ~~a private transaction,~~ the ~~control~~State ~~block~~ of ~~voting~~Nevada ~~stock~~on ofJuly ~~our~~20, ~~company~~2017, ~~represented~~for bythe ~~4,000,000~~purpose ~~shares~~ of ~~common~~manufacturing ~~stock,~~and ~~was~~selling ~~transferred~~the ~~from~~necessary ~~Jose~~equipment ~~Maria~~for ~~Galarza~~drinking ~~Gaona~~mate to- ~~Greenfields~~kalabas ~~International~~and ~~Limited, resulting in a change of control~~bombilla.

~~Upon~~On ~~the~~May ~~change of control of our company~~4, ~~the existing directors and officers resigned immediately. Accordingly~~2018, ~~Jose Maria Galarza Gaona, serving~~ as ~~director~~a ~~and~~result ~~President~~of ~~and~~a ~~Karel~~private ~~Astride Oulai~~transaction, ~~serving~~the ascontrol ~~Treasurer~~block ~~and~~of ~~Secretary,~~voting ~~ceased~~stock ~~to be officers and directors~~ of our company., Atrepresented ~~the~~by ~~effective~~4,000,000 ~~date~~shares of ~~the~~common ~~transfer~~stock, ~~Teddy~~was ~~Chen~~transferred ~~An,~~from ~~assumed~~Jose ~~the~~Maria ~~role~~Galarza ofGaona ~~director~~to ~~and~~Greenfields ~~Chief~~International ~~Executive Officer~~Limited, ~~President,~~resulting ~~Secretary~~in ~~and~~a ~~Treasurer~~change of ~~our company~~control.

~~With~~Upon the change of control onof ~~May~~our 4company, ~~2018~~the existing directors and officers resigned immediately. Accordingly, ~~management~~Jose ~~determined~~Maria itGalarza ~~was~~Gaona, inserving ~~the~~as ~~best~~director ~~interest~~and President and Karel Astride Oulai, serving as Treasurer and Secretary, ceased to be officers and directors of our company. toAt ~~seek~~the ~~new~~effective ~~business~~date ~~opportunities~~of the transfer, Teddy Chen An, assumed the role of director and Chief Executive Officer, President, Secretary and Treasurer of our company.

OnWith ~~December 1, 2018, we entered into a Share Sale and Purchase Agreement (~~the ~~“Agreement”)~~change ~~with~~of Nocontrol ~~Tie~~on ~~LLC~~May ~~(“No~~4, ~~Tie”). Under the terms of the Agreement~~2018, wemanagement ~~have~~determined ~~agreed~~it towas ~~purchase~~in ~~all of~~ the ~~issued~~best ~~and~~interest ~~outstanding shares~~ of ~~No Tie and its mobile application assets for a purchase price of $37,500 (the “Acquisition”). In connection with the Agreement,~~ our company ~~assumed~~to ~~certain~~seek ~~ongoing~~new ~~responsibilities~~business ~~of No Tie, including maintaining Apple developer licenses and domain name registration and hosting~~opportunities.

~~The~~On ~~assets~~December ~~acquired~~1, by2018, ~~our~~we ~~company~~entered ~~consist~~into of a ~~significant~~Share ~~portion~~Sale ofand Purchase Agreement (the ~~assets~~“Agreement”) ~~used~~with inNo Tie LLC (“No Tie”). Under the ~~operation~~terms of the NoAgreement, ~~Tie~~we ~~business,~~have ~~with~~agreed to purchase all of the ~~exception~~issued and outstanding shares of, ~~accounts~~No ~~receivable~~Tie and its mobile application assets for ~~sales~~a ~~made~~purchase ~~prior~~price toof $37,500 (the ~~closing~~“Acquisition”). ~~date~~In ~~for~~connection with the ~~developer accounts~~Agreement, ~~cash~~our oncompany ~~hand~~assumed ~~and~~certain ~~all~~ongoing ~~computers~~responsibilities of No Tie, ~~printers~~including ~~and~~maintaining ~~related~~Apple ~~accessories~~developer licenses and ~~technology~~domain ~~equipment~~name registration and hosting.

Table of Contents

OnThe ~~December~~assets 2,acquired ~~2018,~~by weour ~~entered~~company ~~into~~consist of a ~~First~~significant ~~Amendment~~portion toof the ~~Agreement,~~assets ~~wherein~~used in the ~~closing~~operation ~~date~~ of the ~~Acquisition~~No ~~was~~Tie ~~extended~~business, ~~from~~with ~~December~~the 1exception of, ~~2018~~accounts toreceivable onfor orsales ~~before~~made ~~January~~prior ~~31,~~to ~~2019.~~the ~~The~~closing ~~Acquisition~~date ~~closed~~for onthe ~~January~~developer 25accounts, ~~2019.~~cash Aton ~~closing,~~hand Noand ~~Tie~~all ~~became~~computers, aprinters ~~subsidiary~~and ofrelated ~~our~~accessories ~~company~~and technology equipment.

~~Our~~On ~~principal~~December ~~executive~~2, ~~offices~~2018, ~~are~~we ~~located~~entered atinto ~~Osterbrogade~~a ~~226~~First ~~st.~~Amendment tvto the Agreement, ~~Copenhagen~~wherein the closing date of the Acquisition was extended from December 1, ~~Denmark~~2018 ~~2100~~to on or before January 31, 2019. ~~Our~~The ~~telephone~~Acquisition ~~number~~closed ison ~~(302)782-4171~~January 25, 2019. WeAt doclosing, ~~not~~No ~~have~~Tie became a ~~corporate~~subsidiary ~~website~~of our company.

~~Other~~Our ~~than~~principal asexecutive ~~set~~offices ~~out~~are ~~herein,~~located weat ~~have~~Osterbrogade ~~not~~226 ~~been~~st. ~~involved in any bankruptcy~~tv, ~~receivership or similar proceedings~~Copenhagen, ~~nor~~Denmark ~~have~~2100. weOur ~~been~~telephone anumber ~~party~~is to(302)782-4171. ~~any~~We ~~material~~do ~~reclassification,~~not ~~merger,~~have ~~consolidation or purchase or sale of~~ a ~~significant~~corporate ~~amount of assets not in the ordinary course of our business~~website.

~~Our~~Other ~~Current~~than ~~Business~~as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

~~Upon~~Our ~~closing~~Current of the Acquisition, we are now an App business with 120+ Apps primarily for iPhone, iPad and Apple Watch with over six million downloads and awards from AARP, About.com, BestAppEver and more. Several of our Apps have consistently been ranked in the Top Ten in their categories, including #1 iPad Medical app.Business

~~Our~~Upon ~~Apps~~closing of the Acquisition, we are ~~available~~now an App business with 120+ Apps primarily for ~~download~~iPhone, ~~through~~iPad ~~the~~and Apple ~~App~~Watch ~~Store~~with over six million downloads and awards from AARP, About.com, BestAppEver and more. Several of our Apps have consistently been ranked in the Top Ten in their categories, including #1 iPad Medical app.

~~iOS~~Our Apps ~~and~~are ~~Games~~available for download through the Apple App Store.

~~Our iPhone~~ iOS ~~portfolio includes 97~~ Apps, ~~primarily consisting of ring tones. Our apps also include talking video greeting cards, games, Autism Speaking Soundboards~~ and ~~more.~~Games

Our ~~iPad~~iPhone iOS portfolio includes 9097 Apps, primarily consisting of ring tones. Our apps also include talking video greeting cards, games, Autism Speaking Soundboards, ~~iFAQs~~ and more.

WeOur ~~currently~~iPad ~~have~~iOS 1portfolio ~~apple~~includes TV90 ~~App~~Apps, ~~Name~~primarily ~~That~~consisting ~~Candidate~~of ring tones. Our apps also include games, Autism Speaking Soundboards, iFAQs and more.

~~Our~~We ~~Mac~~currently ~~Apps~~have ~~portfolio~~1 ~~includes~~apple 2TV ~~ring~~App, ~~tone~~Name ~~Apps~~That ~~and 1 game~~Candidate.

~~Results~~Our ofMac ~~Operations~~Apps portfolio includes 2 ring tone Apps and 1 game.

~~Three~~Results ~~Months~~of ~~Ended February 28, 2021 Compared to February 29, 2020~~Operations

~~Our~~Three ~~operating~~Months ~~results~~Ended ~~for~~May ~~the three months ended February 28~~31, 2021 ~~and~~Compared ~~February~~to ~~29,~~May ~~2020~~31, ~~and the changes between those periods for the respective items are summarized as follows:~~2020

	Three Months			Three Months
	Ended			Ended
	February 28,			February 29,
	2021			2020			Changes $			Change %
Operating Expenses	$	4,230		$	6,523		$	(2,293	)		-35	%
Other Expenses	$	5,547		$	73,162		$	(67,615	)		-92	%
Net loss	$	(9,777	)	$	(79,685	)	$	69,908			-88	%

Our operating results for the three months ended May 31, 2021 and May 31, 2020, and the changes between those periods for the respective items are summarized as follows:

During the three months ended February 28, 2021 and February 29, 2020, we incurred total net loss of $9,777 and $79,685, respectively.

	Three Months			Three Months
	Ended			Ended
	May 31,			May 31,
	2021			2020			Changes $			Change %

Revenues	$	-		$	-		$	-			0	%
Operating Expenses	$	7,730		$	7,492		$	238			3	%
Other Expenses	$	5,664		$	8,626		$	(2,962	)		-34	%
Net loss	$	(13,394	)	$	(16,118	)	$	2,724			-17	%

We12 ~~had~~Table noof ~~sales for the three months ended February 28, 2021 and February 29, 2020.~~ Contents

12During ~~Table~~the three months ended May 31, 2021 and May 31, 2020, we incurred total net loss of ~~Contents~~$13,394 and $16,118, respectively.

~~Operating~~We ~~expenses~~had ~~were~~no ~~$4,230~~sales for the three months ended ~~February~~May 2831, 2021, ~~compared~~and toMay $631,~~523~~ ~~for the three months ended February 29,~~ 2020 ~~due to the decrease in professional fees incurred with respect to the requirements for public reporting~~.

~~Other~~Operating expenses ~~incurred during the three months ended February 28, 2021~~ were $57,~~547,~~730 ~~compared to $73,162~~ for the three months ended ~~February~~May 2931, ~~2020~~2021, ~~due~~compared to ~~note discount amortization of~~ $687,~~813~~492 ~~incurred~~for ~~during~~ the three months ended ~~February~~May 2931, 2020.

~~Six~~Other ~~Months~~expenses ~~Ended~~incurred ~~February~~during 28the three months ended May 31, 2021 ~~Compared~~were $5,664, compared to ~~February~~$8,626 29for the three months ended May 31, 2020 due to note discount amortization of $4,230 incurred during the three months ended May 31, 2020.

	Six Months			Six Months
	Ended			Ended
	February 28,			February 29,
	2021			2020			Changes $			Change %
Revenues	$	-		$	794		$	(794	)		-100	%
Operating Expenses	$	21,428		$	23,173		$	(1,745	)		-8	%
Other Expenses	$	19,239		$	73,162		$	(53,923	)		-74	%
Net loss	$	(40,667	)	$	(95,541	)	$	54,874			-57	%

Nine Months Ended May 31, 2021 Compared to May 31, 2020

~~During~~We had no sales for the ~~six~~nine months ended ~~February~~May 2831, 2021 and ~~February~~May 2931, 2020~~, we incurred total net loss of $40,667 and $95,541, respectively~~.

WeOur ~~had~~operating noresults ~~sales~~ for the ~~six~~nine months ended ~~February~~May 2831, 2021 asand ~~compared~~May to31, ~~$794~~2020, ~~revenue~~and ~~from~~the ~~mobile~~changes ~~application~~between ~~sales~~those ~~during~~periods for the ~~six~~respective ~~months~~items ~~ended~~are ~~February~~summarized ~~29,~~as ~~2020.~~ follows:

Operating expenses were $21,428 for the six months ended February 28, 2021, compared to $23,173 for the six months ended February 29, 2020.

	Nine Months			Nine Months
	Ended			Ended
	May 31,			May 31,
	2021			2020			Changes $			Change %

Revenues	$	-		$	794		$	(794	)		-100	%
Operating Expenses	$	29,158		$	30,665		$	(1,507	)		-5	%
Other Expenses	$	24,903		$	81,788		$	(56,885	)		-70	%
Net loss	$	(54,061	)	$	(111,659	)	$	57,598			-52	%

~~Other~~During ~~expenses incurred during~~ the ~~six~~nine months ended ~~February~~May 2831, 2021 ~~were~~and ~~$19,239,~~May ~~compared to $75~~31,~~162~~ ~~for the six months ended February 29~~2020, ~~2020~~we ~~due~~incurred tototal ~~the~~net ~~decrease~~loss ~~in note discount amortization~~ of $854,~~574~~061 ~~incurred~~and ~~during the six months ended February 28, 2021 from~~ $68111,~~813 incurred during the six months ended February 29~~659, ~~2020~~ respectively.

~~Liquidity~~We ~~and~~had ~~Capital~~no ~~Resources~~sales for the nine months ended May 31, 2021 as compared to $794 revenue from mobile application sales during the nine months ended May 31, 2020.

~~Working~~Operating ~~Capital~~expenses were $29,158 for the nine months ended May 31, 2021, compared to $30,665 for the nine months ended May 31 2020.

	As of			As of
	February 28,			August 31,
	2021			2020			Changes $			Change %
Current Assets	$	-		$	-		$	-			-
Current Liabilities	$	137,692		$	105,599		$	32,093			30	%
Working Capital (Deficiency)	$	(137,692	)	$	(105,599	)	$	(32,093	)		30	%

Other expenses incurred during the nine months ended May 31, 2021 were $24,903, compared to $81,788 for the nine months ended May 31, 2020 due to the decrease in note discount amortization of $8,574 incurred during the nine months ended May 31, 2021 from $73,043 incurred during the nine months ended May 31, 2020

AsLiquidity of February 28, 2021, we had a working capital deficit of $137,692 compared to a working capital deficit of $105,599 as of August 31, 2020. The increase in working capital deficiency was mainly due to the increase in convertible notes issued for payment made for operation expense on behalf of the Company, accrued interest from the convertible notes and ~~advancement~~Capital ~~made from the Director for operation expenses on behalf of the Company.~~Resources

13Working ~~Table of Contents~~Capital

Cash Flows

	As of			As of
	May 31,			August 31,
	2021			2020			Changes $			Change %

Current Assets	$	-		$	-		$	-			-
Current Liabilities	$	151,086		$	105,599		$	45,487			43	%
Working Capital (Deficiency)	$	(151,086	)	$	(105,599	)	$	(45,487	)		43	%

	Six Months			Six Months
	Ended			Ended
	February 28,			February 29,
	2021			2020			Changes			Change %
Net cash used in operating activities	$	(21,928	)	$	(21,631	)	$	(297	)		1	%
Net cash provided by financing activities	$	21,928		$	22,573		$	(645	)		-3	%
Net increase(decrease) in cash and cash equivalents	$	-		$	942		$	(942	)		-100	%

Table of Contents

~~Cash~~As ~~Flow~~of May 31 2021, we had a working capital deficit of $151,086 compared to a working capital deficit of $105,599 as of August 31, 2020. The increase in working capital deficiency was mainly due to the increase in convertible notes issued for payment made for operation expense on behalf of the Company, accrued interest from ~~Operating~~the ~~Activities~~convertible notes and advancement made from the Director for operation expenses on behalf of the Company.

~~During~~Cash the six months ended February 28, 2021, net cash used in operating activities was $21,928, related to our net loss of $40,667, decreased by note discount amortization of $8,574 and net changes in operating assets and liabilities of $10,165.Flows

During the six months ended February 29, 2020, net cash used in operating activities was $21,631, related to our net loss of $95,541, decreased by note discount amortization of $68,813 and net changes in operating assets and liabilities of $5,097.

	Nine Months			Nine Months
	Ended			Ended
	May 31,			May 31,
	2021			2020			Changes			Change %

Net cash used in operating activities	$	(27,458	)	$	(25,861	)	$	(1,597	)		6	%
Net cash provided by financing activities	$	27,458		$	26,803		$	655			2	%
Net increase(decrease) in cash and cash equivalents	$	-		$	942		$	(942	)		-100	%

Cash Flow from ~~Investing~~Operating Activities

During the ~~six~~nine months ended ~~February~~May 2831, 2021, ~~and~~net ~~February~~cash 29used in operating activities was $27,458, ~~2020~~related to our net loss of $54,061, wedecreased ~~had~~by nonote ~~investing~~discount ~~activities~~amortization of $8,574 and net changes in operating assets and liabilities of $18,029.

~~Cash~~During ~~Flow~~the ~~from~~nine ~~Financing~~months ~~Activities~~ended May 31, 2020, net cash used in operating activities was $25,861, related to our net loss of $111,659, decreased by note discount amortization of $73,043 and net changes in operating assets and liabilities of $12,755.

~~During~~Cash ~~the~~Flow ~~six~~from ~~months~~Investing ~~ended February 28, 2021 and February 29, 2020, net cash provided by financing activities was $21,928 and $22,573, respectively.~~ Activities

~~Net~~During ~~cash provided by financing activities of $21,928 during~~ the ~~six~~nine months ended ~~February~~May 2831, 2021 ~~consists~~and ofMay ~~advancement~~31, ~~from the Director of $13~~2020,~~354~~ ~~and~~we ~~proceeds~~had ~~from~~no ~~issuance~~investing ~~of convertible note of $8,574~~activities.

~~During~~Cash ~~the~~Flow ~~six months ended February 29, 2020, the Company received advancement~~ from ~~the~~Financing ~~Director of $22,573.~~Activities

14During ~~Table~~the ofnine ~~Contents~~months ended May 31, 2021 and May 31, 2020, net cash provided by financing activities was $27,458 and $26,803, respectively.

~~Off-Balance~~Net ~~Sheet~~cash ~~Arrangements~~provided by financing activities of $27,458 during the nine months ended May 31, 2021 consists of advancement from the Director of $18,884 and proceeds from issuance of convertible note of $8,574.

WeDuring ~~have~~the nonine ~~off-balance~~months ~~sheet~~ended ~~arrangements~~May ~~that~~31, ~~have or are reasonably likely to have a current or future effect on our financial condition~~2020, ~~changes~~the inCompany ~~financial~~received ~~condition,~~advancement ~~revenues~~from orthe ~~expenses,~~Director ~~results~~ of ~~operations~~$26, ~~liquidity, capital expenditures or capital resources that is material to stockholders~~803.

~~Item~~Off-Balance 3.Sheet ~~Quantitative and Qualitative Disclosures About Market Risk~~Arrangements

AsWe ahave ~~“smaller~~no ~~reporting~~off-balance ~~company”,~~sheet wearrangements that have or are ~~not~~reasonably ~~required~~likely to ~~provide~~have ~~the~~a ~~information~~current ~~required~~or byfuture ~~this~~effect ~~Item~~on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

~~Item~~14 4.Table ~~Controls~~of ~~and Procedures~~Contents

~~Disclosure~~Item ~~Controls~~3. Quantitative and ~~Procedures~~Qualitative Disclosures About Market Risk

~~Our~~As ~~management,~~a ~~with~~“smaller ~~the~~reporting ~~participation of our Chief Executive Officer (our principal executive officer~~company”, ~~principal~~we ~~financial~~are officer and principal accounting officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer has concluded that as of such date, our disclosure controls and procedures were not ~~effective~~required ~~such~~to ~~that~~provide the information ~~relating to us~~ required toby bethis disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosureItem.

~~Changes~~Item in4. ~~Internal~~Controls ~~Control~~and ~~Over Financial Reporting~~Procedures

~~During~~Disclosure ~~the~~Controls ~~period~~and covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer, principal financial officer and principal accounting officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) ~~Table~~and 15d- 15(e) under the Securities Exchange Act of ~~Contents~~1934, as amended (Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer has concluded that as of such date, our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~PART~~Changes IIin -Internal ~~OTHER~~Control ~~INFORMATION~~Over Financial Reporting

~~Item~~During 1.the ~~Legal~~period ~~Proceedings~~covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~From~~15 ~~time~~Table ~~to time, we may become involved in litigation relating to claims arising out~~ of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.Contents

~~Item~~PART ~~1A.~~II ~~Risk~~- ~~Factors~~OTHER INFORMATION

AsItem a1. ~~“smaller~~Legal ~~reporting company”, we are not required to provide the information required by this Item.~~Proceedings

~~Item~~From 2.time ~~Unregistered~~to ~~Sales~~time, we may become involved in litigation relating to claims arising out of ~~Equity~~its ~~Securities~~operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, ~~Use~~to the best of ~~Proceeds~~our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

~~None~~Item 1A. Risk Factors

~~Item~~As 3.a ~~Defaults~~“smaller ~~Upon~~reporting ~~Senior~~company”, ~~Securities~~we are not required to provide the information required by this Item.

~~None~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Item 4~~None. ~~Mine Safety Disclosures~~

~~Not~~Item ~~Applicable~~3. Defaults Upon Senior Securities

~~Item 5~~None. ~~Other Information~~

OnItem ~~November 30, 2020, the Company issued a convertible note to an un-affiliated party of $8,574 for paying operating expenses on behalf of the Company~~4. ~~The~~Mine ~~convertible~~Safety notes are due on demand, bear interest at 25% per annum and are convertible at $0.001 per share for the Company common stock. The discount on convertible notes from beneficial conversion feature of $8,574 was fully amortized during the six months ended February 28, 2021. Disclosures

16Not ~~Table of Contents~~Applicable.

Item 65. ~~Exhibits~~Other Information

Exhibit Number		Description
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1*		Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

None

~~____________~~16 Table of Contents

*Item ~~Filed herewith~~6. Exhibits

17 Table of Contents

Exhibit Number		Description
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1*		Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

~~SIGNATURES~~____________

~~Pursuant~~* toFiled ~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~herewith.

	NANOVATION MICROTECH, INC.
	(Registrant)
Dated: April 14, 2021		/s/ Xie Qi Kang
		Xie Qi Kang
		President, Chief Executive Officer, Secretary, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Table of Contents

18SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NANOVATION MICROTECH, INC.
	(Registrant)

Dated: July 8, 2021		/s/ Xie Qi Kang
		Xie Qi Kang
		President, Chief Executive Officer, Secretary, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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