Forward looking statement notice
Statements made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
Financial information contained in this quarterly report and in our unaudited
interim financial statements is stated in United States dollars and are prepared
in accordance with United States generally accepted accounting principles.
In March 2020, the World Health Organization categorized Coronavirus Disease
2019 ("COVID-19") as a pandemic, and the President of the United States declared
the COVID-19 outbreak a national emergency. The services we provide are
currently designated an essential critical infrastructure business under the
President's COVID-19 guidance, the continued operation of which is vital for
national public health, safety and national economic security. The extent of the
impact of the COVID-19 outbreak on our operational and financial performance
will depend on certain developments, including the duration and spread of the
outbreak, its impact on our customers and vendors, and the range of governmental
and community reactions to the pandemic, which are uncertain and cannot be fully
predicted at this time.
General
Boatim Inc. was incorporated in the State of Nevada as Emerald Data Inc., a
for-profit company on August 15, 2014 and established a fiscal year end of
August 31. On January 24th, 2019, the company name was changed to Boatim Inc. On
April 29, 2019, Mr. Wolfgang Tippner was appointed as a new director and CEO of
the company. On November 07, 2019, the Company's Board of Directors approved a 3
for 1 Reverse stock Split. All share amounts have been retroactively adjusted to
reflect the reverse stock split.
On June 10, 2020, Mr. Patrick Burkert was appointed as Director & Chief
Marketing Officer, followed by Mr. Chris Roy, who was appointed Director & Chief
Product Officer of the Company on June 15, 2020. On February 12, 2021, Mr. Chris
Roy and Mr. Patrick Burkert resigned as members of the Board of Directors (the
"Board") of Boatim Inc. (the "Company") to pursue other business opportunities.
Mr. Roy´s and Mr. Burkert´s resignations were not due to any disagreement with
the Company, its policies or practices.
On March 19, 2021, Mr. Mario Beckles, CPA was appointed as a member of the board
of Directors ("Board") of Boatim Inc. ("Company") effective immediately and as
new Chief Financial Officer of the company, commencing on April 1, 2021. The
appointment was approved by the shareholders of the corporation representing
approximately 63% of the issued and outstanding stock of the Company.
Mr. Beckles has over 20 years of experience in financial reporting, financial
accounting, tax and audit works. He is US based (FL) and his areas of expertise
include, inter alia, information technology and retail. He began his career as a
Senior Auditor with Deloitte and has since held positions as CFO of First
Liberty Power Corp, a publicly traded mining company, was a Partner at Jersey
Fortress Capital Partners, a boutique investment banking firm or was a Senior
Financial Reporting Analyst with SimplexGrinnell, a $2B Fire & Security
Contractor. Mario is a member of the American Institute of Certified Public
Accountants and holds a CPA license with the state board of Florida.
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Mario replaces Boatim Inc.´s prior CFO, Mr. Benjamin Salter, whose resignation
was accepted by the shareholders on that same date as part of reorganizing
leadership with a stronger emphasis on US markets. Mr. Salter continues with the
Company heading business development and operations in Europe.
On June 22, 2021, the Company entered into an employment agreement with Mr.
Joseph Johnson, as a member of the Board of Directors and as Chief Executive
Officer. The agreement provides for a base salary of $250,000 per year, subject
to an inflationary increase using the US Consumer Price Index. The agreement
also provides for an annual incentive bonus equal to 200% of his base salary and
a sign on bonus of 1,000,000 shares of unrestricted common stock which will be
fully vested with a service period of six (6) months from the date of the
agreement. In addition, Mr. Johnson is eligible to receive a performance bonus
equal to 1,000,000 fully vested shares of common stock for each net liquid
$1,000,000 in equity raised by the Company during his first six (6) months of
tenure as CEO, up to a maximum of 5,000,000 shares.
The largest shareholder of Boatim Inc. with a holding of 32,766,667 shares of
common stocks is JTT Global Ventures Ltd. That position represents 63.44% of the
Company's voting rights.
Boatim, Inc. established Boatim Europe S.L. ("Boatim Europe") as a private
limited company pursuant to the laws of Spain on December 18, 2019, with the
Company having indirect control of one hundred percent of the issued and
outstanding membership interests of Boatim Europe. Boatim Europe commenced
operations in February 2020 and is engaged in the business of providing software
development, marketing, and selling services for Boatim Inc.
In December 2020, the Company finalized the process of collecting and submitting
all required paperwork to the Spanish authorities to enter Boatim Inc. as direct
owner on public records in Spain, making Boatim Europe a wholly owned subsidiary
of the Company.
On February 27, 2020 the Company received OTC approval on its up listing to the
OTCQB venture market exchange, which is a well recognized trading market for
smaller fast-growing companies which meet certain reporting and transparency
procedures, which are a prerequisite to be admitted to this market. The Company
trades under the ticker symbol "BTIM".
On May 29, 2020, the up listing was followed by DTC´s confirmation of the
Company´s DWAC capability, a technical back-end feature allowing brokers to
clear the Company´s stocks directly broker to broker, fast and seamless
settlements.
Recent developments
In early 2020, the 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. Due to the outbreak and spread of COVID-19, the Company's management and
advisors responsible for financial reporting have experienced administrative
delays, include travel restrictions and reduced work hours. 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 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 Quarter Report on Form 10-Q.
These estimates may change, as new events occur, and additional information is
obtained.
Results of operations
The following comparative analysis on results of operations was based primarily
on the comparative financial statements, footnotes and related information for
the periods identified below and should be read in conjunction with the
financial statements and the notes to those statements that are included
elsewhere in this report.
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Results of Operations for the Nine Months Ended May 31, 2021 and May 21, 2020
Operating expenses
Operating expenses comprised of selling and marketing, and general and
administrative expenses were $1,949,450 for the nine months ended May 31, 2021,
compared to $452,035 for the nine months ended May 31, 2020, an increase of
$1,497,415. The increase is due to increased operating expenses associated with
an increased investment of resources into marketing, sales, and software
maintenance.
Net Loss
Net loss for the nine months ended May 31, 2021 was $2,760,655 compared to
$452,035 for the nine months ended May 31, 2020. As well as the reasons
discussed above, other income (expenses) comprised interest expense of $617,934,
loss on derivative of $209,068 and gain on foreign exchange of $14,897.
Liquidity and capital resources
At May 31, 2021, we had $10,563 in cash and there were outstanding liabilities
of $2,181,060 (cash of $38,427 and liabilities of $1,537,436 as of August 31,
2020, respectively). The stockholders' deficit was $1,500,296 as of May 31, 2021
and $1,027,147 as of August 31, 2020.
There was $1,124,347 cash used by operations in the nine months ended May 31,
2021 ($467,268 net cash used in operating activities during the nine months
ended May 31, 2020, respectively), $287,777 used in cash for investing
activities for the nine months ended May 31, 2021 ($0 used in cash for investing
for the nine months ended May 31, 2020) and $1,332,171 cash provided through
financing activities during the nine months ended May 31, 2021 ($486,074 for the
nine months ended May 31, 2020). This resulted in a reduction of $27,864 in net
cash during the nine months ended May 31, 2021 ($19,196 increase in net cash
during the nine months ended May 31, 2020, respectively).
Cayo Ventures GmbH has verbally agreed to continue to loan the company funds for
operating expenses in a limited scenario, but it has no legal obligation to do
so.
There is limited historical financial information about us upon which to base an
evaluation of our performance. We have meaningfully commenced business
operations based upon the amount of revenue we have been able to generate. We
are in start-up stage of operations. We cannot guarantee we will be successful
in our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
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.
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BOATIM INC. 
