Quarterly Report (10-q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

(Mark One) 

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended   June 30, 2019

  

  or 

   

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______________to ___________________

 

Commission File Number  333-218713  

 

RIVEX TECHNOLOGY CORP.

(Exact name of registrant as specified in its charter)

Nevada		33-3939787
(State or other jurisdiction  of incorporation or organization)		(IRS Employer Identification No.)

Rua da Moeda 19, Evora Portugal		7000513
(Address of principal executive offices)		(Zip Code)

 

[phone]

(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. x  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).  x 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					x
		Emerging growth company					x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ¨ YES      x NO

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

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

 

6,180,000 common shares issued and outstanding as of August 12, 2019.

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition or Plan of Operation	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	14
SIGNATURES		15

 

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PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

RIVEX TECHNOLOGY CORP.

Balance Sheets

(Unaudited)

 

		June 30,				March 31,
		2019				2019
ASSETS
TOTAL ASSETS		$	-			$	-
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities		$	21,077			$	21,921
Advances from director			16,745				9,629
TOTAL LIABILITIES			37,822				31,550
STOCKHOLDERS' DEFICIT
Common stock, par value $0.001 per share, 75,000,000 shares authorized, 6,180,000 shares issued and outstanding			6,180				6,180
Additional paid-in capital			22,420				22,420
Accumulated deficit			(56,222	)			(49,950	)
Accumulated deficit from discontinued operations			(10,200	)			(10,200	)
Total stockholders' deficit			(37,822	)			(31,550	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	-			$	-

 

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

 

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RIVEX TECHNOLOGY CORP.

Statements of Operations

(Unaudited)

 

		For the Three Months Ended
		June 30,				June 30,
		2019				2018
REVENUES		$	-			$	-
COST OF GOODS SOLD			-				-
GROSS PROFIT			-				-
OPERATING EXPENSES
General and administrative		$	6,272			$	16,119
Total Operating Expenses			6,272				16,119
LOSS FROM CONTINUED OPERATIONS			(6,272	)			(16,119	)
Provision for Income Taxes			-				-
NET LOSS FROM CONTINUED OPERATIONS		$	(6,272	)		$	(16,119	)
NET LOSS FROM DISCONTINUED OPERATIONS			-				(116	)
NET LOSS		$	(6,272	)		$	(16,235	)
LOSS FROM CONTINUED OPERATIONS PER SHARE: BASIC AND DILUTED		$	(0.00	)		$	(0.00	)
LOSS FROM DISONTINUED OPERATION PER SHARE: BASIC AND DILUTED		$	-			$	(0.00	)
NET LOSS PER SHARE: BASIC AND DILUTED		$	(0.00	)		$	(0.00	)
Weighted Average Common Shares Outstanding - Basic and Diluted			6,180,000				6,180,000

 

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

 

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RIVEX TECHNOLOGY CORP.

Statements of Stockholders’ Equity (Deficit)

For the three months ended June 30, 2019 and 2018

(Unaudited)

 

																						Discontinued
																						Operations
																						Retained
		Common Stock												Additional								Earnings
		Number of Shares				Amount				Subscription Receivable				Paid-in Capital				Accumulated Deficit				(Accumulated Deficit)				Total
Balance - March 31, 2019			6,180,000			$	6,180			$	-			$	22,420			$	(49,950	)		$	(10,200	)		$	(31,550	)
Net loss			-				-				-				-				(6,272	)			-				(6,272	)
Balance - June 30, 2019			6,180,000			$	6,180			$	-			$	22,420			$	(56,222	)		$	(10,200	)		$	(37,822	)

 

																						Discontinued
																						Operations
																						Retained
		Common Stock												Additional								Earnings
		Number of Shares				Amount				Subscription Receivable				Paid-in Capital				Accumulated Deficit				(Accumulated Deficit)				Total
Balance - March 31, 2018			6,180,000			$	6,180			$	-			$	22,420			$	(19,077	)		$	14,908			$	24,431
Net loss			-				-				-				-				(16,119	)			(116	)			(16,235	)
Balance - June 30, 2018			6,180,000			$	6,180			$	-			$	22,420			$	(35,196	)		$	14,792			$	8,196

 

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

 

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RIVEX TECHNOLOGY CORP.

Statements of Cash Flows

(Unaudited)

 

		For the Three Months Ended
		June 30,				June 30,
		2019				2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations		$	(6,272	)		$	(16,119	)
Net income (loss) from discontinuing operations			-				(116	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation			-				116
Expenses paid directly by director			-				-
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities			(844	)			203
Net cash used in operating activities			(7,116	)			(15,916	)
CASH FLOWS FROM FINANCING ACTIVITIES
Expenses paid directly by director			7,116				-
Net advances from former director			-				2,250
Net cash provided by financing activities			7,116				2,250
Net change in cash and cash equivalents			-				(13,666	)
Cash and cash equivalents - beginning of period			-				14,433
Cash and cash equivalents - end of period		$	-			$	767
Supplemental Cash Flow Disclosures
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-

 

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

 

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RIVEX TECHNOLOGY CORP.

Notes to the Unaudited Financial Statements

June 30, 2019

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

RIVEX TECHNOLOGY CORP. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on September 9, 2014. The company is in the business of development and sale of mobile games for the Apple and Android platforms. The Company’s principal offices are located at 1001 S Main Street STE 4036 Kalispell, MT 5990.

 

The Company has adopted March 31 fiscal year end.

 

On October 4, 2018, as a result of a private transaction, the control block of voting stock of the Company represented by 5,000,000 shares of common stock, has been transferred from Adrian Dario Rivera Tchernikov to Sungrow Ventures Limited, and a change of control of the Company has occurred.

 

Upon the change of control of the Company, the sole existing director and officer resigned immediately. Accordingly, Adrian Dario Rivera Tchernikov, serving as director and President, Treasurer and Secretary, ceased to be the Company’s director and officer. At the effective date of the transfer, Gabriel Dollente Diamaandal, assumed the role of director and Chief Executive Officer, President, Treasurer and Secretary of the Company. On May 31, 2019, Gabriel Dollente Dianmaandal resigned from his Chief Executive Officer position, and Koong Wai Loon was appointed.

 

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”), which contemplate continuation of the Company as a going concern. As of June 30, 2019, the Company has an accumulated deficit from continued operations of $56,222 and an accumulated deficit from discontinued operations of $10,200. During the three months ended June 30, 2019, the Company incurred net loss from continued operations of $6,272. 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.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying unaudited interim 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 three months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending March 31, 2020. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2019 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 March 31, 2019 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on June 27, 2019.

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is March 31.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of June 30, 2019, the Company had no bank account and did not possess any cash.

 

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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.

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform with the current year presentation.

 

Fair Value of Financial Instruments

 

The Company measures its financial assets and liabilities in accordance with the requirements of ASC 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information,

 

The carrying value of all assets and liabilities approximated their fair values as June 30, 2019 and March 31, 2018, respectively.

 

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 recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met:

 

	a.	the customer simultaneously receives and consumes the benefits as the entity performs;
	b.	the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or
	c.	the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date.

 

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Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

 

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

		June 30,				March 31,
		2019				2019
Trade Payable		$	10,803			$	11,647
Amount due to former director			10,274				10,274
		$	21,077			$	21,921

 

As of June 30, 2019 and March 31, 2019, the amount due to the former director was $10,274 and $10,274, respectively. This advance was unsecured, non-interest bearing and due on demand.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

During the three months ended June 30, 2019, the Company’s director paid on behalf of the Company $7,116 of expenses. As of June 30, 2019 and March 31, 2019, the amount due to the director was $16,745 and $9,629, respectively. This advance is unsecured, non-interest bearing and due on demand.

 

NOTE 6 – COMMON STOCK

 

The Company has 75,000,000 authorized common shares at $0.001 par value.

 

As of June 30, 2019 and March 31, 2019, the Company had 6,180,000 shares issued and outstanding.

 

NOTE 7 – DISCONTINUED OPERATIONS

 

On October 4, 2018, upon the change of control, the Company abandoned the business of development and sale of mobile games and disposed the game software and computer equipment at their carrying value.

 

The net loss from the discontinued operations in the financial statements reflected the operation results from the mobile operations.

 

		For the Three Months Ended
		June30,				June 30,
		2019				2018
REVENUES		$	-			$	-
COST OF GOODS SOLD			-				-
GROSS PROFIT			-				-
OPERATING EXPENSES
Depreciation		$	-			$	116
Total Operating Expenses			-				116
OTHER EXPENSES
Loss on Abandonment of Assets			-				-
NET LOSS FROM DISCONTINUED OPERATIONS		$	-			$	(116	)

 

NOTE 8 – SUBSEQUENT EVENTS

 

On July 15, 2019, the Company entered into an asset purchase agreement whereby the Company purchased the assets, rights, and interests of a blockchain consultancy firm. In accordance with the agreement, the Company will issue 20,000 common shares to the seller.

 

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Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation

 

 

FORWARD-LOOKING STATEMENTS

 

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

 

Our 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. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

 

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

 

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Rivex Technology Corp., unless otherwise indicated.

 

General Overview

 

We were incorporated under the laws of the State of Nevada on September 9, 2014, to engage in the development and sale of mobile games for the Apple and Android platforms.

 

On October 4, 2018, as a result of a private transaction, the control block of voting stock of our company, represented by 5,000,000 shares of common stock, was transferred from Adrian Dario Rivera Tchernikov to Sungrow Ventures Limited, resulting in a change of control.

 

Upon the change of control of our company, our sole existing director and officer resigned immediately. Accordingly, Adrian Dario Rivera Tchernikov, serving as director and President, Treasurer and Secretary, ceased to be our company’s director and officer. At the effective date of the change of control, Gabriel Dollente Diamaandal, was appointed director, Chief Executive Officer, President, Treasurer and Secretary of our company. On May 31, 2019, Gabriel Dollente Dianmaandal resigned from his Chief Executive Officer position, and Koong Wai Loon was appointed.

 

Subsequent to June 30, 2019, the Company acquired all of the assets, rights, and interest of a blockchain consultancy firm. The Company will be proceeding with this new operations in 2019.

 

Our address principal executive office is located at Rua da Moeda 19, Evora, Portugal 7000-513. We do not have any subsidiaries.

 

We do not have a corporate website.

 

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We have generated minimal revenues and have limited cash on hand. We have sustained losses since inception and have relied upon loans from directors and officers and the sale of our securities for funding. We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

 

Our Current Business

 

Subsequent to June 30, 2019, the Company acquired all of the assets, rights, and interest of a blockchain consultancy firm. The Company will be proceeding with this new operations in 2019.

 

The Company is continuing to explore additional funding through potential issuances of equity, or debt.

 

Results of Operations

 

The following summary of our operations should be read in conjunction with our unaudited financial statements for the three months ended June 30, 2019 and 2018.

 

Three months ended June 30, 2019 compared to three months ended June 30, 2018.

 

		Three Months				Three Months
		Ended				Ended
		June 30,				June 30,
		2019				2018				Changes
Revenues		$	-			$	-			$	-
Cost of Goods Sold		$	-			$	-			$	-
Gross Profit		$	-			$	-			$	-
Operating Expenses		$	(6,272	)		$	(16,119	)		$	9,847
Net Loss from continued operations		$	(6,272	)		$	(16,119	)		$	9,847
Net Loss from discontinued operations		$	-			$	(116	)		$	116

 

With the change of control on October 4, 2018, the Company abandoned the business of development and sale of mobile games and disposed the game software and computer equipment.

 

We had no revenue during the three months ended June 30, 2019 and 2018.

 

Operating expenses were $6,272 for the three months ended June 30, 2019, compared to $16,119 for the three months ended June 30, 2018.

 

We incurred a net loss from continued operations in the amount of $6,272 and $16,119 for the three months ended June 30, 2019 and June 30, 2018, respectively.

 

We incurred a net loss from discontinued operations of $0 and $116 for the three months ended June 30, 2019 and 2018, respectively.

 

Liquidity and Capital Resources

 

The following table provides selected financial data about our company as of June 30, 2019 and March 31, 2019, respectively.

 

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Working Capital

 

		As of				As of
		June 30,				March 31,
		2019				2019				Changes
Current Assets		$	-			$	-			$	-
Current Liabilities		$	37,822			$	31,550			$	6,272
Working Capital (Deficiency)		$	(37,822	)		$	(31,550	)		$	(6,272	)

 

As at June 30, 2019 and March 31, 2019, our Company had no cash and no assets.

 

As at June 30, 2019, our company had total liabilities of $37,822, compared with total liabilities of $31,550 as at March 31, 2019.

 

As at June 30, 2019, our company had working capital deficiency of $37,822 compared with working capital deficiency of $31,550 as at March 31, 2019. The increase in working capital deficiency was primarily attributed to an increase in advances from director ($7,116) and a decrease in accounts payable and accrued liabilities ($844).

 

Cash Flows

 

		Three Months				Three Months
		Ended				Ended
		June 30,				June 30,
		2019				2018				Changes
Net cash provided by (used in) operating activities		$	(7,116	)		$	(15,916	)		$	8,800
Net cash used in investing activities		$	-			$	-			$	-
Net cash provided by financing activities		$	7,116			$	2,250			$	4,866
Net increase (decrease) in cash and cash equivalents		$	-			$	(13,666	)		$	13,666

 

Cash Flow from Operating Activities

 

During the three months ended June 30, 2019, our company used $7,116 in cash from operating activities, compared to $15,916 during the three months ended June 30, 2018. The cash used in operating activities for the three months ended June 30, 2019 was attributed to net loss from continuing operations of $6,272 and a decrease in accounts payable and liabilities of $844.

 

The cash used in operating activities for the three months ended June 30, 2018 was attributed to net loss from continuing operations of $16,119 and net loss from discontinuing operations of $116, offset by net depreciation expense of $116 and an increase in accounts payable and accrued liabilities of $203.

 

Cash Flow from Investing Activities

 

During the three months ended June 30, 2019 and 2018, our company had no investing activities.

 

Cash Flow from Financing Activities

 

Net cash received from financing activities was $7,116 for the three months ended June 30, 2019 compared to net cash received from financing activities of $2,250 for the three months ended June 30, 2018.

 

The cash received from financing activities for the three months ended June 30, 2019 of $7,116 was attributed to expenses paid directly by director.

 

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The cash received from financing activities for the three months ended June 30, 2018 of $2,250 was attributed to the net advances from the former director of $2,250.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

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

 

Evaluation of Disclosure Controls and Procedures

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the period ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements would not be prevented or detected on a timely basis.

 

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

Item 1A. Risk Factors

 

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

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

The following exhibits are included as part of this report:

 

Exhibit Number		Description
(31)		Rule 13a-14(a)/15d-14(a) Certification
31.1		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
(32)		Section 1350 Certification
32.1**		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
101		Interactive Data Files
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

 

* Filed herewith.

** Furnished herewith.

 

14

Table of Contents

 

SIGNATURES

 

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.

 

		RIVEX TECHNOLOGY CORP.
		(Registrant)
Dated: August 14, 2019		/s/ Koong Wai Loon
		Koong Wai Loon
		President, Chief Executive Officer

 

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