UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the fiscal year ended July 31, ~~2019~~2020

¨☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from __________ to __________.

Commission File Number: 000-55690

MIRAGE ENERGY CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Nevada		33-1231170
(State or other Jurisdiction ofIncorporation or Organization)		(I.R.S. EmployerIdentification No.
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.

900 Isom Rd., Ste. 306, San Antonio, TX 78216

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code:

(210) 858-3970

Securities Registered Pursuant of Section 12(b) of the Act:

None

Securities Registered Pursuant of Section 12(g) of the Act:

Common Stock, par value $0.001

¨Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

xIndicate by check mark of the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

¨Indicate by check mark whether the issuer (1) 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 ☐

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

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

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

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

¨Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

~~Indicate~~As byof ~~check~~November ~~mark whether the registrant is a large accelerated filer~~16, ~~an accelerated filer~~2020, athere ~~non-accelerated~~were ~~filer~~470,776,740 orshares aof ~~smaller~~the ~~reporting~~Company’s ~~company~~common orstock, ~~an emerging growth company~~$0.001 ~~See~~par ~~the definitions of “large accelerated filer”~~value, ~~“accelerated~~issued ~~filer”, “smaller reporting company”~~ and ~~"emerging growth company" in Rule 12b-2 of the Exchange:~~outstanding.

~~Large~~The ~~accelerated~~aggregate ~~filer~~market ¨value ~~Accelerated~~of ~~filer~~the ¨voting ~~Non~~and non-~~accelerated~~voting ~~filer~~common ¨equity ~~Smaller~~held ~~reporting~~by ~~company~~non-affiliates ¨computed ~~Emerging~~by ~~growth~~reference ~~company~~to xthe price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter 2020 was $19,858,202.

As of February 18, 2020, there were 425,723,306 shares of the Company’s common stock, $0.001 par value, issued and outstanding.

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter 2019 was $14,599,589.

MIRAGE ENERGY CORPORATION

FORM 10-K

July 31, ~~2019~~2020

TABLE OF CONTENTS

PART I
ITEM 1.	Business	3
ITEM 1A.	Risk Factors	8
ITEM 1B.	Unresolved Staff Comments	16
ITEM 2.	Properties	16
ITEM 3.	Legal Proceedings	16
ITEM 4.	Mine Safety Disclosures	16
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
ITEM 6.	Selected Financial Data	18
ITEM 7.	Management'’s Discussion and Analysis of Financial Condition and Results of Operations	18
ITEM 7A.	Quantitative and Qualitative Disclosure about Market Risk	23
ITEM 8.	Financial Statements and Supplementary Data	F-1
ITEM 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	24
ITEM 9A.	Controls and Procedures	24
ITEM 9B.	Other Information	25
PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	26
ITEM 11.	Executive Compensation	32
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34
ITEM 13.	Certain Relationships and Related Transactions and Director Independence	36
ITEM 14.	Principal Accountants Fees and Services	37
PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	38
SIGNATURES		39

Table of Contents

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (“Annual Report”) contains forward looking statements that involve risks and uncertainties, principally in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All statements other than statements of historical fact contained in this Annual Report, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this Report, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long term business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Report, and in particular, the risks discussed below and under the heading “Risk Factors” and those discussed in other documents we file with the Securities and Exchange Commission that are incorporated into this Report by reference. The following discussion should be read in conjunction with the consolidated financial statements and notes included herewith. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Report. You should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this Report could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Annual Report to conform our statements to actual results or changed expectations.

ITEM 1. Business

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

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On January 24, 2017, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Michael R. Ward, the sole director of the Company, whereby on the same date the Company issued 10,000,000 shares of its Common Stock and 10,000,000 shares of Series A Preferred Stock in exchange for 100% of the issued and outstanding equity interests of 4Ward Resources. The acquisition was completed on January 24, 2017.

The purpose of acquiring 4Ward Resources was for the Company to enter into the natural gas sale, pipeline, and storage business. The Company intends to develop an integrated pipeline and natural gas storage facility in Mexico and the United States.

The Company is in the process of preparing to obtain the necessary permits in Mexico and the United States.

Mirage, through its wholly owned subsidiaries, intends to develop an integrated pipeline and natural gas storage facility in Mexico and the United States. ~~During~~Since 2019, Mirage has ~~continued~~been working to address the two main impediments affecting private sector companies attempting to enter the Mexico gas market. Presently, Mirage acknowledges a lack of private sector cross-border pipeline access to the Mexico gas markets and a national shortage of Mexico-based natural gas storage facilities and capacity.

Mirage is proposing to develop the Concho-Progreso Pipeline connecting South Texas and Mexico via it proposed Progreso International crossing under the Rio Grande River. All of the pipelines are being revised upward from 36 to 42 inch diameter pipe. The total length of the Concho-Progreso pipeline is estimated to be 250 miles.

This proposed pipeline includes the following components:

(a) a 7.1 mile 42” bi-directional U.S. pipeline termed the Concho Connector which proposes to tie into the Banquete and Agua Dulce headers;

(b) a 39.1 mile 42” bi-directional U.S. pipeline known as the Concho Extension linking the Concho Connector and its tie-ins to the Company’s Concho line;

(c) a 93.9 mile 42” bi-directional U.S. pipeline known as the Concho Line connecting the Company’s proposed international crossing at Progreso to Transcos’ South Texas mainline near Falfurrias, Texas;

(d) a proposed international crossing termed the Progreso Crossing between Texas and Mexico beneath the Rio Grande River near Progreso, Texas in Hidalgo County to connect to the Concho and Progreso lines;

(e) a 36 mile 42” bi-directional Mexico pipeline termed the Progreso Line connecting to the Company’s proposed Progreso international crossing to Station 19 on Sistrangas; and

(f) a 67 mile 42” bi-directional Mexico pipeline termed the Progreso Extension connecting the Progreso Line to the Los Ramones interconnect on Sistrangas.

MEXICO UNDER GROUND NATURAL GAS STORAGE:

In addition to the proposed pipelines and international crossing, the Company proposes to develop the Campo Brasil natural gas storage reservoir. Presently, the Campo Brasil is a depleted natural gas reservoir field. Mirage nominated this field in the inaugural tender for Mexico’s strategic reserve on July 25, 2018. This field is located approximately 14 miles from the proposed Progreso Line. This field was not selected by Cenegas during the first selection process. Cenegas has indicated that Mexico intends to develop natural gas storage in the North, Central and Southern regions of Mexico. The Company believes that the Brasil field is the most suitable candidate for development in Northern Mexico.

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Mirage believes that the proposed Brasil Storage reservoir will give Mexico the ability to (1) balance peak loads by consumers, (2) implement price arbitrage on natural gas, (3) enable Mexico to create a Mexican natural gas hub for gas pricing thereby giving Mexico an alternative natural gas supply rather than limiting its choice to the natural gas spot market. The Company believes that the planned natural gas storage facility, when fully developed, will give Mexico a secure natural gas supply for approximately one year in the event all gas supplies were shut off from outside sources. We anticipate that the reservoir will have a capacity to store approximately 786 BCF (Billion Cubic Feet) of natural gas.

INTERNATIONAL PIPELINE CROSSING:

PROGRESO CROSSING: The planned Progresso crossing will be subject to a Presidential Permit for boring underneath the Rio Grande River. An approximate 46” bore hole under the river will provide the channel through which the 42” pipe will be pulled. The proposed ownership on US side of river will be held by WPF TRANSMISSION, INC. and on the MEXICO side of the river will be held by WPF MEXICO PIPELINES S. de R.L. de C.V.

Together, Mirage Energy and 4Ward Resources own 100% of the two Mexican corporations. The two Mexican corporations are WPF MEXICO PIPELINES, S. de R.L. de C.V., and CENOTE ENERGY S. de R.L. de C.V. Additionally, 4Ward Resources acquired all of Michael Ward’s interest in WPF TRANSMISSION, INC., a Texas corporation.

During 2017, the Company decided to focus all of its efforts on its planned gas pipeline and storage enterprises and therefore sold its subsidiary, Bridgewater Construction, Ltd., to Emanuel Oliveira in exchange for the satisfaction of a debt obligation owed to Mr. Oliveira. The effective date of the transaction was February 1, 2017.

Current Update

In addition to Mirage’s proposed pipeline and storage projects (the “Projects”), the company is evaluating several other oil and gas opportunities in Southern Mexico which would synergistically integrate with our proposed Projects in Mexico.

Competition

Proposed Pipeline Operations

Our proposed pipelines face competition from a number of sources, including major oil companies and other common carrier pipelines. Generally, pipelines are the lowest-cost method for long-haul commodity movements. Therefore, the most significant competitors for large volume shipments are other pipelines.

Competition among pipelines is based primarily on access to commodity supply, market demand, and transportation charges offered for commodity movements. In addition, in areas where additional infrastructure is needed to accommodate production needs, we will compete with other pipeline providers to offer the necessary transportation services to meet market demand.

In addition to competition from other pipelines, we face competition from trucks and rail that deliver products in a number of areas that we propose to serve. While their costs may not be competitive for longer hauls or large volume shipments, these sources of transportation compete effectively for incremental and marginal volume in many areas where such means of transportation are prevalent.

5 Table of Contents

~~Table~~U.S. ofGOVERNMENT ~~Contents~~REGULATION

~~U.S.~~Safety ~~GOVERNMENT REGULATION~~Regulation

~~Safety~~Our ~~Regulation~~planned U.S. pipelines will be subject to United States Department of Transportation (“DOT”) regulations and to regulations under comparable state statutes relating to the design, installation, testing, construction, operation, replacement and management of pipeline facilities.

~~Our~~DOT ~~planned~~regulations ~~U.S.~~require operators of hazardous liquid interstate pipelines ~~will~~to bedevelop ~~subject~~and follow a program to ~~United~~assess ~~States~~the ~~Department~~integrity of ~~Transportation~~all (pipeline segments that could affect designated “~~DOT~~high consequence areas,”) ~~regulations~~including: high population areas, drinking water and toecological ~~regulations~~resource ~~under~~areas ~~comparable~~that ~~state~~are ~~statutes~~unusually ~~relating~~sensitive to ~~the~~environmental ~~design,~~damage ~~installation,~~from ~~testing,~~a ~~construction~~pipeline release, ~~operation~~and commercially navigable waterways. We have prepared our own written Integrity Management Program, ~~replacement~~identified the line segments that could impact high consequence areas, and ~~management~~completed a full assessment of ~~pipeline~~these ~~facilities~~segments as prescribed by the regulations.

~~DOT~~Environmental regulations require operators of hazardous liquid interstate pipelines to develop and follow a program to assess the integrity of all pipeline segments that could affect designated “high consequence areas,” including: high population areas, drinking water and ecological resource areas that are unusually sensitive to environmental damage from a pipeline release, and commercially navigable waterways. We have prepared our own written Integrity Management Program, identified the line segments that could impact high consequence areas, and completed a full assessment of these segments as prescribed by the regulations.Regulation

~~Environmental Regulation~~General

~~General~~Our planned operations will be subject to complex federal, state, and local laws and regulations relating to the protection of health and the environment, including laws and regulations which govern the handling and release of hydrocarbon materials, some of which are discussed below. Violations of environmental laws or regulations can result in the imposition of significant administrative, civil and criminal fines and penalties and, in some instances, injunctions banning or delaying certain activities.

~~Our~~There ~~planned~~are ~~operations~~ will also be ~~subject~~risks toof ~~complex~~accidental ~~federal,~~hydrocarbon ~~state,~~releases ~~and~~into ~~local~~the ~~laws~~environment ~~and~~associated ~~regulations~~with ~~relating~~our toplanned ~~the~~future ~~protection~~operations, such as potential releases of ~~health~~hazardous ~~and~~substances ~~the~~from ~~environment,~~our ~~including~~planned ~~laws~~pipelines ~~and~~or ~~regulations~~storage ~~which~~facility. ~~govern~~To the ~~handling~~extent ~~and~~an ~~release~~event ofwere ~~hydrocarbon~~not ~~materials,~~covered ~~some~~by ofinsurance ~~which~~policies, ~~are~~such ~~discussed~~accidental ~~below.~~releases ~~Violations~~could ofsubject ~~environmental~~us ~~laws~~to orsubstantial ~~regulations~~liabilities ~~can~~arising ~~result~~from inemergency ~~the~~response, ~~imposition~~environmental ofcleanup ~~significant~~and ~~administrative~~restoration costs, ~~civil~~claims ~~and~~made ~~criminal~~by ~~fines~~neighboring landowners and ~~penalties~~other ~~and,~~third inparties ~~some~~for ~~instances~~personal injury and property damage, ~~injunctions~~and ~~banning~~fines or ~~delaying~~penalties ~~certain~~for ~~activities.~~any related violations of environmental laws or regulations.

~~There~~Rate are will also be risks of accidental hydrocarbon releases into the environment associated with our planned future operations, such as potential releases of hazardous substances from our planned pipelines or storage facility. To the extent an event were not covered by insurance policies, such accidental releases could subject us to substantial liabilities arising from emergency response, environmental cleanup and restoration costs, claims made by neighboring landowners and other third parties for personal injury and property damage, and fines or penalties for any related violations of environmental laws or regulations.Regulation

~~Rate~~General Interstate Regulation

~~General~~Interstate common carrier pipeline operations are subject to rate regulation by the Federal Energy Regulatory Commission (FERC) under the Interstate ~~Regulation~~Commerce Act, the Energy Policy Act of 1992, and related rules and orders. The Interstate Commerce Act requires that tariff rates for petroleum pipelines be “just and reasonable” and not unduly discriminatory.

~~Interstate~~6 ~~common~~Table ~~carrier pipeline operations are subject to rate regulation by the Federal Energy Regulatory Commission (FERC) under the Interstate Commerce Act, the Energy Policy Act~~ of ~~1992, and related rules and orders. The Interstate Commerce Act requires that tariff rates for petroleum pipelines be “just and reasonable” and not unduly discriminatory.~~ Contents

6Intrastate ~~Table of Contents~~Regulation

~~Intrastate~~Some ~~Regulation~~of our planned pipeline operations will be subject to regulation by the Railroad Commission of Texas (“Texas RRC”). The applicable state statute will require that our planned pipeline rates be nondiscriminatory and provide no more than a fair return on the aggregate value of the pipeline property used to render services. State commissions generally have not initiated an investigation of rates or practices of petroleum pipelines in the absence of shipper complaints. Complaints to state agencies have been infrequent and are usually resolved informally. Although management cannot be certain that our intrastate rates ultimately would be upheld if challenged, we believe that, given this history, the tariffs now in effect are not likely to be challenged or, if challenged, are not likely to be ordered to be reduced.

~~Some~~MEXICO ofGOVERNMENT our planned pipeline operations will be subject to regulation by the Railroad Commission of Texas (“Texas RRC”). The applicable state statute will require that our planned pipeline rates be nondiscriminatory and provide no more than a fair return on the aggregate value of the pipeline property used to render services. State commissions generally have not initiated an investigation of rates or practices of petroleum pipelines in the absence of shipper complaints. Complaints to state agencies have been infrequent and are usually resolved informally. Although management cannot be certain that our intrastate rates ultimately would be upheld if challenged, we believe that, given this history, the tariffs now in effect are not likely to be challenged or, if challenged, are not likely to be ordered to be reduced.REGULATION

~~MEXICO~~In ~~GOVERNMENT~~2013 ~~REGULATION~~Mexico commenced its initiative on energy reform. A new legal regulatory framework was instituted by amending Mexico’s Federal Constitution. Mexico’s underlying regulatory laws and administrative regulations continue to be developed in regard to the oil and gas industry. The public policy behind this energy reform is to increase Mexico’s oil and gas production through exploration and extraction contracts, as well as by increasing midstream and downstream infrastructure.

InPrior ~~2013~~to ~~Mexico~~this ~~commenced its initiative on energy~~ reform., Aall ~~new~~of ~~legal~~Mexico’s ~~regulatory~~hydrocarbon ~~framework~~activities ~~was~~were ~~instituted~~reserved byto ~~amending~~the ~~Mexico’s~~state-owned ~~Federal~~company ~~Constitution~~PEMEX. ~~Mexico’s~~This ~~underlying~~reform ~~regulatory~~will ~~laws~~now ~~and~~permit ~~administrative~~private ~~regulations~~companies ~~continue~~ to beparticipate ~~developed~~ in ~~regard to~~ the ~~oil~~exploration and extraction of gas ~~industry.~~resources ~~The~~through ~~public~~bidding ~~policy~~procedures. ~~behind~~All ~~this~~underground ~~energy~~hydrocarbons ~~reform~~remain isthe toproperty ~~increase~~of Mexico’s. ~~oil~~There ~~and~~is ~~gas~~no ~~production~~private ~~through~~ownership ~~exploration~~of ~~and~~hydrocarbons ~~extraction~~in ~~contracts, as well as by increasing midstream and downstream infrastructure~~Mexico.

~~Prior to this reform, all of~~ Mexico’s ~~hydrocarbon~~domestic ~~activities~~production ~~were~~of ~~reserved~~natural togas ~~the~~does ~~state-owned~~not ~~company~~meet ~~PEMEX. This reform will now permit private companies to participate in~~ the ~~exploration~~national ~~and extraction of gas resources through bidding procedures~~demand. ~~All~~Mexico ~~underground~~must ~~hydrocarbons~~import ~~remain~~additional ~~the~~natural ~~property~~gas ofto ~~Mexico.~~meets ~~There~~its isgrowing nonational ~~private ownership of hydrocarbons in Mexico~~demand.

~~Mexico’s~~Mirage ~~domestic~~has ~~production~~proposed ofto ~~natural~~focus ~~gas~~its ~~does~~core ~~not~~business ~~meet~~development of the ~~national~~midstream ~~demand.~~infrastructure ~~Mexico~~with ~~must~~its ~~import~~proposed ~~additional~~pipelines ~~natural~~and ~~gas~~storage ~~to meets its growing national demand~~facility.

~~Mirage~~Hydrocarbon ~~has proposed to focus its core business development of the midstream infrastructure with its proposed pipelines and storage facility.~~Regulation

In Mexico, four regulatory bodies are responsible for regulation of hydrocarbon activities. These are (1) the Energy Ministry (SENER), (2) the National Hydrocarbon ~~Regulation~~Commission (CNH), (3) the Energy Regulatory Commission (CRE), and (4) the National Agency of Industrial Safety and Environmental Protection of the Hydrocarbons Sector (ASEA).

InNatural ~~Mexico,~~Gas four regulatory bodies are responsible for regulation of hydrocarbon activities. These are (1) the Energy Ministry (SENER), (2) the National Hydrocarbon Commission (CNH), (3) the Energy Regulatory Commission (CRE), and (4) the National Agency of Industrial Safety and Environmental Protection of the Hydrocarbons Sector (ASEA).Regulation

Natural gas activities are supervised and regulated by the CRE and the National Center for Natural Gas ~~Regulation~~Control (CENAGAS). The CRE is the regulatory governmental body that issues permits related to gas activities. Additionally, the CRE supervises and oversees compliance with applicable laws, regulations and official Mexican standards, which includes, but is not limited to tariffs, pipelines and storage operations. CENAGAS was established to manage, administer and operate the National Natural Gas Transportation and Storage System with the view to ensure continuity and safety in natural gas activities throughout Mexico. ASEA supervises the health, safety and environmental protection of all natural gas activities throughout Mexico.

Natural gas activities are supervised and regulated by the CRE and the National Center for Natural Gas Control (CENAGAS). The CRE is the regulatory governmental body that issues permits related to gas activities. AdditionallyLease, ~~the CRE supervises and oversees compliance with applicable laws~~License, ~~regulations~~Concession and official Mexican standards, which includes, but is not limited to tariffs, pipelines and storage operations. CENAGAS was established to manage, administer and operate the National Natural Gas Transportation and Storage System with the view to ensure continuity and safety in natural gas activities throughout Mexico. ASEA supervises the health, safety and environmental protection of all natural gas activities throughout Mexico.Term

~~Lease~~According to the hydrocarbon legal framework rights to oil and gas depend on the particular contractual plan applicable to the particular activities. We expect that our proposed natural gas storage field, ~~License~~if permitted, ~~Concession~~would ~~Term~~be subject to a license contract.

~~According~~Taxes ~~to the hydrocarbon legal framework rights to oil~~ and ~~gas depend on the particular contractual plan applicable to the particular activities. We expect that our proposed natural gas storage field, if permitted, would be subject to a license contract.~~ Fees

Taxes and ~~Fees~~fees payable to Mexico will be governed by the license contract.

~~Taxes~~7 ~~and~~Table ~~fees~~of ~~payable to Mexico will be governed by the license contract.~~Contents

~~7 Table of Contents~~Liability

~~Liability~~The license contract will provide for performing all environmental obligations, commitments and conditions as may be required by applicable law, best industry practices and environmental permits. The contractor will be responsible for all environmental damage.

The license contract will provide for performing all environmental obligations, commitments and conditions as may be required by applicable law, best industry practices and environmental permits. The contractor will be responsible for all environmental damage.Restrictions

~~Restrictions~~License contracts may contain restrictions concerning the creation of liens or other ownership encumbrances arising from contracts or materials, the selling or assigning, transferring, conveying or otherwise disposing of any rights or participation interests or other contractual obligations. There may also be restrictions on changes in control of the contracting entity. In many cases, the prior written consent of the CNH may be required.

~~License~~Title ~~contracts~~to may contain restrictions concerning the creation of liens or other ownership encumbrances arising from contracts or materials, the selling or assigning, transferring, conveying or otherwise disposing of any rights or participation interests or other contractual obligations. There may also be restrictions on changes in control of the contracting entity. In many cases, the prior written consent of the CNH may be required.Properties

~~Title to Properties~~None.

~~None.~~Employees

~~Employees~~During 2020, the Company had five employees comprised of its two named executive officers, one administrative and two accounting employees.

~~During~~Access ~~2019,~~to ~~the~~ Company ~~had six employees comprised of its three named executive officers, one administrative and two accounting employees. As of July 31, 2019, John W. Dosser, Vice President resigned.~~Reports

~~Access~~We file periodic reports, information statements and other information with the SEC in accordance with the requirements of the Securities Exchange Act of 1934, as amended. We link our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to ~~Company~~such ~~Reports~~reports free of charge through our corporate website at www.mirageenergycorp.com to the SEC’s EDGAR repository. Within the time period required by the SEC, we will post on our website, any modifications to the code of ethics for our CEO and senior financial officers and any waivers applicable to senior officers as defined in the applicable code, as required by the Sarbanes-Oxley Act of 2002. You may also read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. One may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, our reports and information statements, and our other filings are also available to the public over the Internet at the SEC’s website at www.sec.gov. Unless specifically incorporated by reference in this Annual Report on Form 10-K, information that you may find on our website is not part of this report.

WeITEM ~~file periodic reports, information statements and other information with the SEC in accordance with the requirements of the Securities Exchange Act of 1934, as amended~~1A. WeRisk link our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to such reports free of charge through our corporate website at www.mirageenergycorp.com to the SEC’s EDGAR repository. Within the time period required by the SEC, we will post on our website, any modifications to the code of ethics for our CEO and senior financial officers and any waivers applicable to senior officers as defined in the applicable code, as required by the Sarbanes-Oxley Act of 2002. You may also read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. One may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, our reports and information statements, and our other filings are also available to the public over the Internet at the SEC’s website at www.sec.gov. Unless specifically incorporated by reference in this Annual Report on Form 10-K, information that you may find on our website is not part of this report. Factors

~~ITEM~~YOU 1ASHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND ALL OTHER INFORMATION CONTAINED IN THIS ANNUAL REPORT BEFORE PURCHASING OR INVESTING IN THE COMPANY. ~~Risk~~INVESTING ~~Factors~~IN OUR CAPITAL STOCK INVOLVES A HIGH DEGREE OF RISK. IF ANY OF THE FOLLOWING EVENTS OR OUTCOMES ACTUALLY OCCURS, OUR BUSINESS OPERATING RESULTS AND FINANCIAL CONDITION WOULD LIKELY SUFFER. AS A RESULT, THE TRADING PRICE OF OUR CAPITAL STOCK COULD DECLINE, AND YOU MAY LOSE ALL OR PART OF THE MONEY YOU PAID TO PURCHASE OUR CAPITAL STOCK.

~~YOU~~8 ~~SHOULD~~Table ~~CAREFULLY~~of CONSIDER THE FOLLOWING RISK FACTORS AND ALL OTHER INFORMATION CONTAINED IN THIS ANNUAL REPORT BEFORE PURCHASING OR INVESTING IN THE COMPANY. INVESTING IN OUR CAPITAL STOCK INVOLVES A HIGH DEGREE OF RISK. IF ANY OF THE FOLLOWING EVENTS OR OUTCOMES ACTUALLY OCCURS, OUR BUSINESS OPERATING RESULTS AND FINANCIAL CONDITION WOULD LIKELY SUFFER. AS A RESULT, THE TRADING PRICE OF OUR CAPITAL STOCK COULD DECLINE, AND YOU MAY LOSE ALL OR PART OF THE MONEY YOU PAID TO PURCHASE OUR CAPITAL STOCK.Contents

8Risks ~~Table~~Related ofto ~~Contents~~Operating our Planned Business

~~Risks~~Our ~~Related~~planned tobusiness ~~Operating~~is ~~our~~dependent ~~Planned~~on ~~Business~~the supply of and demand for the commodity that we plan to handle.

Our planned pipelines and other planned assets and facilities depend in part on continued production of natural gas in the geographic areas that they are expected to serve. Our business isalso ~~dependent~~depends in part on the ~~supply~~level of ~~and~~ demand for natural gas in the ~~commodity~~geographic ~~that~~areas weto ~~plan~~which our planned pipelines are expected to ~~handle~~service, and the ability and willingness other parties to supply such demand.

~~Our~~Implementation ~~planned~~of ~~pipelines~~new ~~and~~regulations ~~other~~or ~~planned~~changes ~~assets~~to ~~and~~existing ~~facilities~~regulations ~~depend~~affecting inthe ~~part~~energy onindustry ~~continued~~could reduce production of and/or demand for natural gas, inincrease ~~the~~our ~~geographic~~costs ~~areas~~and ~~that~~have ~~they~~a ~~are~~material ~~expected~~adverse toeffect ~~serve.~~on ~~Our~~our ~~business~~results ~~also~~of ~~depends~~operations inand ~~part~~financial oncondition. We cannot predict the ~~level~~impact of ~~demand~~future ~~for~~economic ~~natural~~conditions, ~~gas~~fuel inconservation ~~the~~measures, ~~geographic~~alternative ~~areas~~fuel torequirements, ~~which~~governmental ~~our~~regulation ~~planned~~or ~~pipelines~~technological ~~are~~advances ~~expected~~in tofuel ~~service,~~economy and ~~the~~energy ~~ability~~generation ~~and~~devices, ~~willingness~~all ~~other~~of ~~parties~~which tocould ~~supply~~reduce ~~such~~the production of and/or demand for natural gas.

~~Implementation~~We ofare ~~new~~subject ~~regulations or changes~~ to ~~existing~~startup ~~regulations~~company ~~affecting the energy industry could reduce production of and/or demand for natural gas, increase our costs and have a material adverse effect on our results of operations and financial condition~~risks. We cannot predict the impact of future economic conditions, fuel conservation measures, alternative fuel requirements, governmental regulation or technological advances in fuel economy and energy generation devices, all of which could reduce the production of and/or demand for natural gas.

The Company has a limited operating history and has primarily engaged in operations relating to the development of its proposed natural gas pipeline and storage facility plans. We are subject to ~~startup~~many ~~company~~of the risks common to such enterprises, including the ability of the Company to implement its business plan, market acceptance of its proposed business, under-capitalization, cash shortages, limitations with respect to personnel, financing and other resources, and uncertainty of the Company’s ability to generate revenues. There can be no assurance that the Company’s activities will be successful or result in significant revenues or profit for the Company, and the likelihood of the Company’s success must be considered in the light of the stage in its development. The Company believes it has engaged professionals and consultants experienced in the type of business contemplated by the Company; however, there can be no assurance that the predictions, opinions, analyses, or conclusions of such professionals will prove to be accurate. In addition, no assurance can be given that the Company will be able to consummate its business strategy and plans or that financial or other limitations may not force the Company to modify, alter, significantly delay, or significantly impede the implementation of such plans or the Company’s ability to continue operations. If the Company is unable to successfully implement its business strategy and plans, investors may lose their entire investment in the Company.

~~The~~Potential ~~Company~~investors ~~has~~should aalso ~~limited~~be ~~operating~~aware ~~history~~of ~~and has primarily engaged in operations relating to~~ the ~~development~~difficulties ofnormally ~~its~~encountered ~~proposed~~developing ~~natural~~a gas pipeline and storage ~~facility plans~~enterprise. WeThe are subject to many of the risks common to such enterprises, including the ability of the Company to implement its business plan, market acceptance of its proposed business, under-capitalization, cash shortages, limitations with respect to personnel, financing and other resources, and uncertainty of the Company’s ability to generate revenues. There can be no assurance that the Company’s activities will be successful or result in significant revenues or profit for the Company, and the likelihood of ~~the Company’s~~ success must be considered in ~~the~~ light of the ~~stage~~problems, inexpenses, ~~its~~difficulties, ~~development.~~complications ~~The Company believes it has engaged professionals~~ and ~~consultants~~delays ~~experienced~~encountered in connection with the ~~type~~inception of ~~business contemplated by~~ the ~~Company;~~enterprise ~~however, there can be no assurance~~ that ~~the~~we ~~predictions,~~plan ~~opinions, analyses, or conclusions of such professionals will prove~~ to ~~be accurate~~undertake. InThese ~~addition,~~potential noproblems ~~assurance~~include, ~~can~~but beare ~~given~~not ~~that~~limited ~~the Company will be able~~ to, ~~consummate~~unanticipated ~~its~~problems ~~business~~relating ~~strategy and plans or that financial or other limitations may not force the Company~~ to ~~modify,~~product ~~alter~~development, ~~significantly delay~~manufacturing, ~~or significantly impede the implementation of such plans or the Company’s ability to continue~~ operations. Ifand ~~the~~distribution, ~~Company~~and isadditional ~~unable~~costs ~~to successfully implement its business strategy~~ and ~~plans,~~expenses ~~investors~~that may ~~lose~~exceed ~~their~~current ~~entire investment in the Company~~estimates.

~~Potential~~Financial ~~investors~~distress ~~should~~experienced ~~also~~by beour ~~aware~~future ofcustomers ~~the~~or ~~difficulties~~other ~~normally~~counterparties ~~encountered~~could ~~developing~~have aan ~~gas~~adverse ~~pipeline~~impact ~~and~~on ~~storage~~us ~~enterprise. The likelihood of success must be considered~~ in ~~light of~~ the ~~problems,~~event ~~expenses,~~they ~~difficulties,~~are ~~complications~~unable ~~and~~to ~~delays~~pay ~~encountered~~us infor ~~connection with~~ the ~~inception~~products ofor ~~the~~services ~~enterprise that~~ we ~~plan~~provide toor ~~undertake.~~otherwise ~~These~~fulfill ~~potential~~their ~~problems~~obligations ~~include, but are not limited~~ to, ~~unanticipated problems relating to product development, manufacturing, operations and distribution, and additional costs and expenses that may exceed current estimates~~us.

~~Financial~~We ~~distress~~may ~~experienced~~be exposed to the risk of loss in the event of nonperformance by our future customers or other counterparties. ~~could~~Some ~~have~~of anthese ~~adverse~~counterparties ~~impact~~may onbe ushighly inleveraged ~~the~~and ~~event~~subject ~~they~~to their own operating, market and regulatory risks, and some are ~~unable~~experiencing, toor ~~pay~~may usexperience ~~for~~in the ~~products~~future, orsevere ~~services~~financial weproblems ~~provide~~that have had or ~~otherwise~~may ~~fulfill~~have ~~their~~a ~~obligations~~significant toimpact uson their creditworthiness.

We9 ~~may~~Table ~~be exposed to the risk~~ of loss in the event of nonperformance by our future customers or other counterparties. Some of these counterparties may be highly leveraged and subject to their own operating, market and regulatory risks, and some are experiencing, or may experience in the future, severe financial problems that have had or may have a significant impact on their creditworthiness. Contents

9Counterparties ~~Table~~to any agreements with us may default on their obligations to us or file for bankruptcy protection. If a counterparty files for bankruptcy protection, we likely would be unable to collect all, or even a significant portion, of ~~Contents~~amounts that they owe to us. Counterparty defaults and bankruptcy filings could have a material adverse effect on our business, financial position, results of operations or cash flows. Furthermore, in the case of financially distressed customers, such events might force such customers to reduce or curtail their future use of our products and services, which could have a material adverse effect on our results of operations, financial condition, and cash flows.

~~Counterparties~~We toanticipate ~~any agreements with us may default on their obligations to us or file for bankruptcy protection. If a counterparty files for bankruptcy protection, we likely would be unable to collect all, or even a~~ significant ~~portion,~~future ofcapital ~~amounts~~needs ~~that they owe to us. Counterparty defaults~~ and ~~bankruptcy filings could have a material adverse effect on our business, financial position, results of operations or cash flows. Furthermore, in~~ the ~~case~~availability of ~~financially distressed customers, such events might force such customers to reduce or curtail their~~ future ~~use~~capital ofis ~~our products and services, which could have a material adverse effect on our results of operations, financial condition, and cash flows~~uncertain.

WeThe ~~anticipate~~Company ~~significant~~has ~~future~~experienced negative cash flows from operations since its inception. The Company will be required to spend substantial funds to develop its business plans. The Company will need to raise additional capital. ~~needs~~The Company’s capital requirements will depend on many factors, primarily relating to the problems, delays, expenses and complications frequently encountered by development stage companies; the ~~availability~~progress of ~~future~~the Company’s permitting and development programs; the costs and timing of seeking regulatory approvals of the Company’s planned activities; and changes in economic, regulatory, or competitive conditions or the Company’s planned business. To satisfy its capital requirements, the Company may seek to raise funds in the public or private capital markets. The Company may seek additional funding through corporate collaborations and other financing vehicles. There can be no assurance that any such funding will be available to the Company, or if available, that it will be available on acceptable terms. If adequate funds are not available, the Company may be required to curtail significantly one or more of its planned pipeline and storage facility development programs or it may be required to obtain funds through arrangements with future collaborative partners. If the Company is ~~uncertain~~successful in obtaining additional financing, the terms of the financing may have the effect of diluting or adversely affecting the holdings or the rights of the holders of Common Stock.

~~The~~There ~~Company~~is ~~has experienced negative cash flows from operations since its inception. The Company will be required to spend~~ substantial ~~funds~~doubt toas ~~develop its business plans. The Company will need~~ to ~~raise~~our ~~additional~~ability ~~capital. The Company’s capital requirements will depend on many factors, primarily relating~~ to ~~the~~continue ~~problems,~~as ~~delays,~~a ~~expenses~~going and complications frequently encountered by development stage companies; the progress of the Company’s permitting and development programs; the costs and timing of seeking regulatory approvals of the Company’s planned activities; and changes in economic, regulatory, or competitive conditions or the Company’s planned businessconcern. To satisfy its capital requirements, the Company may seek to raise funds in the public or private capital markets. The Company may seek additional funding through corporate collaborations and other financing vehicles. There can be no assurance that any such funding will be available to the Company, or if available, that it will be available on acceptable terms. If adequate funds are not available, the Company may be required to curtail significantly one or more of its planned pipeline and storage facility development programs or it may be required to obtain funds through arrangements with future collaborative partners. If the Company is successful in obtaining additional financing, the terms of the financing may have the effect of diluting or adversely affecting the holdings or the rights of the holders of Common Stock.

~~There~~Our isfinancial results for the fiscal year ending July 31, 2020 show substantial ~~doubt~~losses. As of July 31, 2020, the Company had an Accumulated Deficit of $11,906,952. For the fiscal years ending July 31, 2019 and July 31, 2020, the Company had losses of $3,213,703 and, $5,354,204, respectively. The accompanying financial statements have been prepared in conformity with the generally accepted accounting principles in the United States of America which contemplates the Company as a going concern. The Company has sought out additional investment to ~~our~~raise ~~ability~~additional funds. However, there are no assurances that the Company will continue as a going concern without obtaining additional funding. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Our ~~financial~~independent ~~results for the fiscal year ending July 31~~auditors, ~~2019 show substantial losses. As of July 31~~MaloneBailey, ~~2019~~LLP, ~~the~~have ~~Company~~expressed ~~had~~substantial andoubt ~~Accumulated~~about ~~Deficit~~our ofability ~~($6,552,748).~~to ~~For~~continue ~~the~~as ~~fiscal~~a ~~years~~going ~~ending~~concern ~~July~~given ~~31,~~our ~~2018~~recurring ~~and July 31, 2019, the Company had~~ losses offrom ~~$1,495,687~~operations and, ~~$3,213,703,~~net ~~respectively.~~stockholder’s The accompanying financial statements have been prepared in conformity with the generally accepted accounting principles in the United States of America which contemplates the Company as a going concerndeficit. ~~The~~This ~~Company~~opinion ~~has~~could ~~sought~~materially ~~out~~limit ~~additional~~our ~~investment~~ability to raise additional funds. ~~However,~~by ~~there~~issuing ~~are~~new nodebt ~~assurances~~or ~~that~~equity ~~the~~securities ~~Company~~or ~~will continue as a going concern without obtaining additional funding~~otherwise. ~~The~~We ~~accompanying~~may ~~consolidated~~be ~~financial~~subject ~~statements~~to doproduct ~~not~~liability ~~include~~or ~~any~~breach ~~adjustments~~of ~~that~~contract ~~might~~claims ~~be necessary~~ if ~~the~~our ~~Company~~products isdo ~~unable~~not towork ~~continue~~ as ~~a going concern~~represented.

Our ~~independent~~operating ~~auditors,~~results MaloneBailey, LLP, have expressed substantial doubt about our ability to continue as a going concern given our recurring losses from operations and net stockholder’s deficit. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. We may be ~~subject~~adversely toaffected ~~product~~by ~~liability~~unfavorable oreconomic ~~breach~~and ofmarket ~~contract claims if our products do not work as represented~~conditions.

~~Our~~Economic ~~operating~~conditions ~~results~~worldwide have from time to time contributed to slowdowns in several industries, including the oil and gas industry, resulting in reduced demand and increased price competition for our planned products and services. Volatility in commodity prices or changes in markets for a given commodity might also have a negative impact on many of our future customers, which in turn could have a negative impact on their ability to meet their obligations to us. In addition, decreases in the price of natural gas may behave ~~adversely~~a ~~affected~~negative byimpact ~~unfavorable~~on ~~economic~~our future operating results and ~~market~~cash ~~conditions~~flow.

~~Economic~~10 ~~conditions~~Table worldwide have from time to time contributed to slowdowns in several industries, including the oil and gas industry, resulting in reduced demand and increased price competition for our planned products and services. Volatility in commodity prices or changes in markets for a given commodity might also have a negative impact on many of our future customers, which in turn could have a negative impact on their ability to meet their obligations to us. In addition, decreases in the price of natural gas may have a negative impact on our future operating results and cash flow. Contents

10Our ~~Table~~ability to begin and complete construction on our planned project may be inhibited by difficulties in obtaining permits and rights-of-way, ~~Contents~~public opposition, cost overruns, inclement weather and other delays.

~~Our~~A ~~ability~~variety toof ~~begin~~factors ~~and~~outside ~~complete~~of ~~construction on~~ our ~~planned~~control, ~~project~~such ~~may~~as ~~be inhibited by~~ difficulties in obtaining permits and rights-of-way, or other regulatory approvals that can be exacerbated by public opposition to our planned project may cause delays in our ability to begin construction of our planned project. Inclement weather, natural disasters and delays in performance by third-party contractors, may result in increased costs or delays in construction. Significant cost overruns or delays could have a material adverse effect on our return on investment, ~~inclement~~results ~~weather~~of operations and cash flows and could result in cancellation of the planned project or limit our ability to pursue other ~~delays~~opportunities.

AAdditionally, ~~variety~~we ofmust ~~factors~~obtain ~~outside~~and ofmaintain ~~our~~the ~~control,~~required ~~such as difficulties in obtaining~~ permits and rights~~-of-way~~ orto ~~other~~construct ~~regulatory~~and ~~approvals~~operate ~~that~~pipelines ~~can~~on beother ~~exacerbated~~owners’ byland. ~~public~~We ~~opposition to our planned project~~ may ~~cause~~not ~~delays~~be inable ~~our ability~~ to ~~begin~~obtain ~~construction~~the ofrequired ~~our~~permits ~~planned~~or ~~project.~~rights ~~Inclement~~at ~~weather~~all, ~~natural~~or ~~disasters~~obtaining ~~and~~the ~~delays~~required inpermits ~~performance~~and byrights ~~third-party contractors,~~ may ~~result~~take inlonger ~~increased~~than ~~costs~~anticipated, orwhich ~~delays in construction. Significant cost overruns or delays~~ could ~~have~~cause aus ~~material~~to ~~adverse~~not ~~effect~~be onable ~~our~~to ~~return~~complete ~~on investment, results of operations and cash flows and could result in cancellation of~~ the planned project ~~or limit our ability to pursue other opportunities~~.

~~Additionally,~~We weface ~~must~~competition ~~obtain~~from ~~and~~other ~~maintain~~pipelines ~~the required permits~~ and ~~rights to construct and operate pipelines on~~ other ~~owners’~~forms ~~land.~~of Wetransportation ~~may~~into ~~not be able to obtain~~ the ~~required~~area ~~permits~~we orintend ~~rights~~to atserve ~~all,~~as orwell ~~obtaining~~as ~~the~~with ~~required~~respect ~~permits and rights may take longer than anticipated, which could cause us~~ to ~~not~~the besupply ~~able~~for toour ~~complete~~pipeline ~~the planned project~~systems.

WeAny ~~face~~future ~~competition~~pipeline ~~from~~system ~~other~~or ~~pipelines and~~ other ~~forms~~form of transportation that delivers natural gas into the area that our planned pipelines would serve could offer transportation services that are more desirable than those we intend to ~~serve~~provide asbecause ~~well~~of asprice, ~~with~~location, ~~respect~~facilities toor other factors. We also could experience competition for the supply ~~for~~of ~~our~~natural gas from both existing and proposed pipeline systems.

~~Any~~Commodity ~~future pipeline system or other form of~~ transportation ~~that~~and ~~delivers~~storage ~~natural~~activities ~~gas~~involve ~~into~~numerous ~~the~~risks ~~area~~ that ~~our~~may ~~planned~~result ~~pipelines~~in ~~would~~accidents ~~serve could offer transportation services that are more desirable than those we intend to provide because of price, location, facilities~~ or ~~other~~otherwise ~~factors.~~adversely Weaffect ~~also~~our ~~could experience competition for the supply of natural gas from both existing and proposed pipeline systems~~operations.

~~Commodity~~There are a variety of hazards and operating risks inherent to transportation and storage ~~activities~~of ~~involve~~natural ~~numerous~~gas and other products, such as leaks, releases, explosions, mechanical problems and damage caused by third parties. These risks ~~that~~could ~~may~~result in serious injury and loss of human life, significant damage to property and natural resources, environmental pollution and impairment of operations, any of which also could result in ~~accidents~~substantial financial losses. For pipeline and storage assets located near populated areas, including residential areas, commercial business centers, industrial sites and other public gathering areas, the level of damage resulting from these risks may be greater. Incidents that cause an interruption of service, such as when unrelated third-party construction damages a pipeline or ~~otherwise~~a ~~adversely~~newly ~~affect~~completed expansion experiences a weld failure, may negatively impact our ~~operations~~revenues and cash flows while the affected asset is temporarily out of service.

~~There~~Terrorist ~~are~~attacks aor ~~variety~~“cyber ofsecurity” ~~hazards and operating risks inherent to transportation and storage of natural gas and other products~~events, ~~such~~or as leaks, releases, explosions, mechanical problems and damage caused by third parties. These risks could result in serious injury and loss of human life, significant damage to property and natural resources, environmental pollution and impairment of operations, any of which also could result in substantial financial losses. For pipeline and storage assets located near populated areas, including residential areas, commercial business centers, industrial sites and other public gathering areas, the ~~level~~threat of ~~damage resulting from these risks may be greater. Incidents that cause an interruption of service~~them, ~~such as when unrelated third-party construction damages a pipeline or a newly completed expansion experiences a weld failure,~~ may ~~negatively~~adversely ~~impact~~affect our ~~revenues and cash flows while the affected asset is temporarily out of service~~business.

~~Terrorist~~The ~~attacks~~U.S. government has issued public warnings that indicate that pipelines and other infrastructure assets might be specific targets of terrorist organizations or “cyber security” events,. These potential targets might include our planned pipeline or ~~the~~operating ~~threat~~systems. A cyber security event could affect our ability to operate or control our facilities or disrupt our operations; also, customer information could be stolen. The occurrence of ~~them~~one of these events could cause a substantial decrease in revenues and cash flows, increased costs to respond or other financial loss, damage to our reputation, increased regulation or litigation or inaccurate information reported from our operations. There is no assurance that adequate cyber sabotage and terrorism insurance will be available at rates we believe are reasonable in the near future. These developments may ~~adversely~~subject ~~affect~~our planned operations to increased risks, as well as increased costs, and, depending on their ultimate magnitude, could have a material adverse effect on our business, results of operations and financial condition.

~~The~~11 ~~U.S.~~Table ~~government has issued public warnings that indicate that pipelines and other infrastructure assets might be specific targets~~ of terrorist organizations or “cyber security” events. These potential targets might include our planned pipeline or operating systems. A cyber security event could affect our ability to operate or control our facilities or disrupt our operations; also, customer information could be stolen. The occurrence of one of these events could cause a substantial decrease in revenues and cash flows, increased costs to respond or other financial loss, damage to our reputation, increased regulation or litigation or inaccurate information reported from our operations. There is no assurance that adequate cyber sabotage and terrorism insurance will be available at rates we believe are reasonable in the near future. These developments may subject our planned operations to increased risks, as well as increased costs, and, depending on their ultimate magnitude, could have a material adverse effect on our business, results of operations and financial condition.Contents

11Hurricanes ~~Table~~and other natural disasters could have an adverse effect on our planned business, financial condition and results of ~~Contents~~operations.

~~Hurricanes~~Our planned pipelines and other assets may be located in areas that are susceptible to hurricanes and other natural disasters. ~~could~~These ~~have~~natural andisasters ~~adverse~~could ~~effect~~potentially ondamage or destroy our planned assets and disrupt the supply of the product we expect to transport. Natural disasters can similarly affect the facilities of our potential customers. In either case, losses could exceed our insurance coverage, if any, and our business, financial condition and results of operations could be adversely affected, perhaps materially.

Our planned ~~pipelines~~business ~~and~~requires ~~other~~the ~~assets~~retention ~~may be located in areas that are susceptible to hurricanes~~ and ~~other~~recruitment ~~natural~~of ~~disasters.~~a ~~These~~skilled ~~natural~~workforce, ~~disasters could potentially damage or destroy our planned assets~~ and ~~disrupt~~ the ~~supply~~loss of ~~the~~such ~~product~~workforce wecould ~~expect~~result toin ~~transport. Natural disasters can similarly affect~~ the ~~facilities~~failure ofto ~~our~~implement ~~potential customers. In either case, losses could exceed~~ our ~~insurance coverage, if any, and our~~ business, ~~financial condition and results of operations could be adversely affected, perhaps materially~~plans.

Our planned ~~business~~operations ~~requires~~and management require the ~~retention~~recruitment and ~~recruitment~~retention of a skilled workforce, including engineers, technical personnel and ~~the~~other ~~loss~~professionals. ofWe ~~such~~expect ~~workforce~~to ~~could~~compete ~~result~~with other companies in the ~~failure~~energy industry for this skilled workforce. If we are unable to ~~implement~~recruit new employees with the required knowledge and experience, our business ~~plans~~could be negatively impacted. In addition, we would experience increased allocated costs to retain and recruit these professionals.

Our planned operations and management require the recruitment and retention of a skilled workforce, including engineers, technical personnel and other professionals. We expect to compete with other companies in the energy industry for this skilled workforce. If we are unable to ~~recruit~~retain ~~new~~our ~~employees~~President ~~with~~and ~~the~~Chief ~~required~~Executive ~~knowledge and experience~~Officer, our ~~business~~ability ~~could~~to beexecute ~~negatively~~our ~~impacted.~~business ~~In addition~~strategy, weincluding ~~would~~our ~~experience~~growth ~~increased~~strategy, ~~allocated~~may ~~costs~~be ~~to retain and recruit these professionals~~hindered.

IfOur wesuccess ~~are~~depends ~~unable~~in part on the performance of and our ability to retain our President ~~and~~ /Chief Executive Officer, Michael Ward. Mr. Ward has been responsible for developing our ~~ability~~strategy toand ~~execute~~executing our ~~business~~plans. ~~strategy~~If we are not successful in retaining Mr. Ward, ~~including~~or ~~our~~replacing ~~growth~~him, ~~strategy~~our business, ~~may~~financial condition or results of operations will be ~~hindered~~adversely affected. We do not maintain key personnel insurance.

~~Our~~Risks ~~success~~Related ~~depends in part on the performance of and our ability~~ to retain our President/Chief Executive Officer, Michael Ward. Mr. Ward has been responsible for developing our strategy and executing our plans. If we are not successful in retaining Mr. Ward, or replacing him, our business, financial condition or results of operations will be adversely affected. We do not maintain key personnel insurance.Regulation

~~Risks~~New ~~Related~~regulations, torulemaking ~~Regulation~~and oversight, as well as changes in regulations, by regulatory agencies having jurisdiction over our planned operations could adversely impact our earnings, cash flows and operations.

~~New~~Our ~~regulations,~~planned ~~rulemaking~~assets and operations are subject to regulation and oversight by federal, asstate, ~~well~~and aslocal ~~changes~~regulatory inauthorities. ~~regulations,~~Regulatory actions taken by ~~regulatory~~these agencies ~~having~~have ~~jurisdiction~~the ~~over~~potential to adversely affect our ~~planned~~future ~~operations~~profitability. ~~could~~Regulation ~~adversely~~affects ~~impact~~almost every part of our ~~earnings~~planned business and extends to such matters as (i) the contracts for service we expect to enter into with customers; (ii) the certification and construction of new facilities; (iii) the integrity, ~~cash~~safety ~~flows~~and security of facilities and operations; (iv) the acquisition, extension, disposition or abandonment of services or facilities; (v) reporting and information posting requirements; (vi) the maintenance of accounts and records; and (vii) relationships with companies involved in various aspects of the natural gas and energy businesses.

~~Our~~Should ~~planned~~we ~~assets~~fail ~~and operations are subject~~ to ~~regulation~~comply ~~and~~with ~~oversight~~any byapplicable ~~federal~~statutes, ~~state~~rules, regulations, and ~~local~~orders of such regulatory authorities., ~~Regulatory~~we ~~actions~~could ~~taken~~be bysubject ~~these agencies have the potential~~ to ~~adversely~~substantial ~~affect~~penalties ~~our~~and ~~future profitability~~fines. ~~Regulation~~Furthermore, ~~affects~~new ~~almost~~laws ~~every~~or ~~part~~regulations ofsometimes ~~our~~arise ~~planned~~from ~~business~~unexpected ~~and~~sources. ~~extends~~New tolaws ~~such~~or ~~matters~~regulations, asor ~~(i)~~different ~~the~~interpretations ~~contracts for service we expect to enter into with customers; (ii) the certification and construction~~ of ~~new~~existing ~~facilities;~~laws ~~(iii)~~or ~~the integrity~~regulations, ~~safety~~including ~~and~~unexpected ~~security~~policy ~~of facilities and operations; (iv) the acquisition~~changes, ~~extension,~~applicable ~~disposition~~to orus ~~abandonment of services~~ or ~~facilities;~~our ~~(v)~~planned ~~reporting~~assets ~~and~~could ~~information~~have ~~posting~~a ~~requirements;~~material ~~(vi)~~adverse ~~the~~impact ~~maintenance~~on ofour ~~accounts~~business, ~~and~~financial ~~records;~~condition and ~~(vii)~~results ~~relationships with companies involved in various aspects~~ of ~~the natural gas and energy businesses~~operations.

~~Should~~12 weTable ~~fail to comply with any applicable statutes, rules, regulations, and orders~~ of such regulatory authorities, we could be subject to substantial penalties and fines. Furthermore, new laws or regulations sometimes arise from unexpected sources. New laws or regulations, or different interpretations of existing laws or regulations, including unexpected policy changes, applicable to us or our planned assets could have a material adverse impact on our business, financial condition and results of operations. Contents

12Environmental, ~~Table~~health ofand ~~Contents~~safety laws and regulations could expose us to significant costs and liabilities.

~~Environmental~~Our planned operations are subject to federal, state, and local laws, regulations and potential liabilities arising under or relating to the protection or preservation of the environment, natural resources and human health and safety. Such laws and regulations ~~could~~affect ~~expose~~many aspects of our planned operations, and generally require us to ~~significant~~obtain and comply with various environmental registrations, licenses, permits, inspections and other approvals. Liability under such laws and regulations may be incurred without regard to fault under CERCLA, the Resource Conservation and Recovery Act, the Federal Clean Water Act or analogous state or other laws for the remediation of contaminated areas. Private parties also may have the right to pursue legal actions to enforce compliance as well as to seek damages for non-compliance with such laws and regulations or for personal injury or property damage. Our insurance may not cover all environmental risks and costs and/or ~~liabilities~~may not provide sufficient coverage in the event an environmental claim is made against us.

~~Our~~Failure ~~planned operations are subject~~ to ~~federal,~~comply ~~state,~~with ~~and~~these ~~local~~ laws, ~~regulations~~ and ~~potential~~regulations ~~liabilities~~also ~~arising~~may ~~under~~expose orus ~~relating~~ to ~~the protection or preservation of the environment~~civil, ~~natural~~criminal ~~resources~~ and ~~human~~administrative ~~health~~fines, ~~and~~penalties ~~safety. Such laws~~ and/or ~~regulations~~interruptions ~~affect~~in ~~many aspects of~~ our ~~planned~~ operations, ~~and~~that ~~generally~~could ~~require~~influence usour ~~to obtain and comply with various environmental registrations~~business, ~~licenses,~~financial ~~permits~~position, ~~inspections~~results and other approvals. Liability under such laws and regulations may be incurred without regard to fault under CERCLA, the Resource Conservation and Recovery Act, the Federal Clean Water Act or analogous state or other laws for the remediation of ~~contaminated~~operations ~~areas. Private parties also may have the right to pursue legal actions to enforce compliance as well as to seek damages for non-compliance with such laws~~ and ~~regulations or for personal injury or property damage~~prospects. ~~Our insurance may not cover all environmental risks and costs and/or may not provide sufficient coverage in the event an environmental claim is made against us.~~

~~Failure~~Further, towe ~~comply~~cannot ~~with~~ensure ~~these~~that such existing laws and regulations ~~also~~will ~~may~~not ~~expose~~be revised or that new laws or regulations will not be adopted or become applicable to us. There can be no assurance as to ~~civil,~~the ~~criminal~~amount ~~and~~or ~~administrative~~timing ~~fines,~~of ~~penalties~~future expenditures for environmental compliance or remediation, and/ actual future expenditures may be different from the amounts we currently anticipate. Revised or ~~interruptions~~additional regulations that result in ~~our~~increased ~~operations~~compliance ~~that~~costs or additional operating restrictions, particularly if those costs are not fully recoverable from our customers, could ~~influence~~have a material adverse effect on our business, financial position, results of operations and prospects.

~~Further,~~Risks weRelating ~~cannot ensure that such existing laws and regulations will not be revised or that new laws or regulations will not be adopted or become applicable~~ to ~~us.~~an ~~There~~Investment can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be different from the amounts we currently anticipate. Revised or additional regulations that result in ~~increased compliance costs or additional operating restrictions, particularly if those costs are not fully recoverable from~~ our ~~customers, could have a material adverse effect on our business, financial position, results of operations and prospects.~~ Securities

~~Risks~~If ~~Relating~~we fail to anmaintain ~~Investment~~effective ininternal controls over financial reporting, the price of our ~~Securities~~common stock may be adversely affected.

IfWe weare ~~fail~~required to establish and maintain ~~effective~~appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Any failure of these controls could also prevent us from maintaining accurate accounting records and discovering accounting errors and financial frauds. Rules adopted by the ~~price~~SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require annual assessment of our ~~common~~internal ~~stock~~control over financial reporting. The standards that must be met for management to assess the internal control over financial reporting as effective are complex, and require significant documentation, testing and possible remediation to meet the detailed standards. We may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting. If we cannot assess our internal control over financial reporting as effective, investor confidence and share value may be ~~adversely~~negatively ~~affected~~impacted.

WeIn ~~are~~addition, ~~required~~management’s toassessment ~~establish~~of ~~and maintain appropriate~~ internal controls over financial reporting. ~~Failure~~may toidentify ~~establish~~weaknesses ~~those~~and ~~controls,~~conditions orthat ~~any~~need ~~failure~~to ofbe ~~those~~addressed ~~controls~~in ~~once established, could adversely impact~~ our ~~public~~internal ~~disclosures~~controls ~~regarding~~over ~~our business,~~ financial ~~condition~~reporting or ~~results~~other ofmatters ~~operations.~~that ~~Any~~may ~~failure~~raise ofconcerns ~~these~~for ~~controls~~investors. ~~could~~Any ~~also~~actual ~~prevent~~or usperceived ~~from~~weaknesses ~~maintaining accurate accounting records~~ and ~~discovering~~conditions ~~accounting~~that ~~errors~~need ~~and financial frauds. Rules adopted by the SEC pursuant~~ to ~~Section~~be ~~404~~addressed ofin ~~the Sarbanes-Oxley Act of 2002 require annual assessment of~~ our internal control over financial reporting., ~~The~~disclosure ~~standards~~of ~~that must be met for~~ management’s toassessment ~~assess~~of ~~the~~our internal ~~control~~controls over financial reporting ~~as effective are complex~~, ~~and~~or ~~require~~disclosure ~~significant~~of ~~documentation,~~our ~~testing~~public ~~and~~accounting ~~possible~~firm’s ~~remediation~~attestation to ~~meet the detailed standards. We may encounter problems~~ or ~~delays~~report inon ~~completing~~management’s ~~activities necessary to make an~~ assessment of our internal ~~control~~controls over financial reporting. Ifmay wehave ~~cannot~~an ~~assess~~adverse ~~our~~impact ~~internal~~on ~~control~~the ~~over~~price ~~financial~~of ~~reporting~~our ascommon ~~effective, investor confidence and share value may be negatively impacted~~stock.

In13 ~~addition,~~Table ~~management’s assessment~~ of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting, or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.Contents

13Compliance ~~Table~~with changing regulation of ~~Contents~~corporate governance and public disclosure will result in additional expenses.

~~Compliance~~Changing ~~with~~laws, ~~changing~~regulations ~~regulation~~and ofstandards relating to corporate governance and public disclosure, ~~will~~including ~~result~~the Sarbanes-Oxley Act of 2002 and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. For example, on January 30, 2009, the SEC adopted rules requiring companies to provide their financial statements in ~~additional~~interactive data format using the eXtensible Business Reporting Language, or XBRL. We currently have to comply with these rules. Our management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

~~Changing~~Because ~~laws,~~of ~~regulations and standards relating to corporate governance and public disclosure, including~~ the ~~Sarbanes-Oxley~~early ~~Act~~stage of ~~2002~~development and ~~related SEC regulations, have created uncertainty for public companies and significantly increased~~ the ~~costs~~nature ~~and~~of ~~risks~~our ~~associated with accessing the public markets and public reporting. For example~~business, onour ~~January~~securities ~~30,~~are ~~2009,~~considered ~~the~~highly ~~SEC adopted rules requiring companies to provide their financial statements in interactive data format using the eXtensible Business Reporting Language, or XBRL~~speculative. We currently have to comply with these rules. Our management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

~~Because~~Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We have not generated any revenues nor have we realized a profit from our planned operations to date and there is little likelihood that we will generate any revenues or realize any profits in the ~~nature~~short ofterm. Any profitability in the future from our business will be dependent upon our ability to build our planned pipelines and other related facilities and enter into contracts for the purchase and sale of natural gas. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities ~~are~~or ~~considered~~debt ~~highly~~in ~~speculative~~order to continue our business operations.

~~Our~~We ~~securities must be considered highly speculative~~may, generally because of the nature of our business and the early stage of its development. We have not generated any revenues nor have we realized a profit from our planned operations to date and there is little likelihood that we will generate any revenues or realize any profits in the ~~short term. Any profitability in the~~ future from our business will be dependent upon our ability to build our planned pipelines and other related facilities and enter into contracts for the purchase and sale of natural gas. Since we have not generated any revenues, weissue ~~will~~additional ~~have~~common toshares ~~raise~~that ~~additional~~would ~~monies~~reduce ~~through~~investors’ ~~the~~percent ~~sale~~ of ~~our~~ownership ~~equity~~and ~~securities~~may ordilute ~~debt in order to continue~~ our ~~business~~share ~~operations~~value.

The future issuance of common shares may result in substantial dilution in the percentage of our common shares held by our then existing stockholders. We may, value any common shares issued in the future, ~~issue~~on ~~additional~~an arbitrary basis. The issuance of common shares ~~that~~for ~~would~~future ~~reduce~~services ~~investors’~~or ~~percent~~acquisitions or other corporate actions may have the effect of ~~ownership~~diluting the value of the common shares held by our investors, and ~~may~~might ~~dilute~~have an adverse effect on any trading market for our ~~share~~common ~~value~~shares.

~~The~~Broker-dealers ~~future~~may ~~issuance~~be ofdiscouraged ~~common~~from ~~shares~~effecting ~~may~~transactions ~~result~~ in ~~substantial dilution in the percentage of~~ our ~~common~~ shares ~~held~~because bythey ~~our~~are ~~then~~considered ~~existing~~penny ~~stockholders.~~stocks Weand ~~may~~are ~~value~~subject ~~any~~to ~~common shares issued in~~ the ~~future~~penny onstock anrules; ~~arbitrary~~thereby, ~~basis.~~potentially ~~The~~limiting ~~issuance of common shares for future services or acquisitions or other corporate actions may have~~ the ~~effect~~liquidity of ~~diluting the value of the common shares held by~~ our ~~investors, and might have an adverse effect on any trading market for our common~~ shares.

~~Broker~~Rules 15g-~~dealers~~1 ~~may~~through be15g-9 ~~discouraged~~promulgated ~~from~~under ~~effecting~~the ~~transactions~~Securities inExchange ~~our~~Act ~~shares~~of ~~because~~1934, ~~they~~as ~~are~~amended, ~~considered~~impose sales practice and disclosure requirements on NASD broker-dealers who make a market in “penny stocks”. ~~and~~A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Our shares are ~~subject~~quoted toon the ~~penny~~OTC ~~stock~~PINK. ~~rules;~~NASD ~~thereby~~broker-dealers who act as market makers for our shares generally facilitate purchases and sales of our shares. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, ~~potentially~~which ~~limiting~~could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.

~~Rules~~Under ~~15g-1 through 15g-9 promulgated under~~ the ~~Securities~~penny ~~Exchange~~stock ~~Act of 1934~~regulations, asa ~~amended,~~broker-dealer ~~impose~~selling ~~sales~~penny ~~practice~~stock ~~and~~to ~~disclosure~~anyone ~~requirements~~other onthan ~~NASD~~an ~~broker-dealers~~established ~~who~~customer ~~make~~or ~~a market in~~ “~~penny~~accredited ~~stocks~~investor”. ~~A penny stock~~ (generally, ~~includes~~an ~~any~~individual ~~non-NASDAQ~~with ~~equity~~net ~~security~~worth ~~that~~in ~~has~~excess ~~a market price~~ of ~~less than~~ $~~5.00~~1,000,000 ~~per~~or ~~share.~~an ~~Our~~annual ~~shares~~income ~~are~~exceeding ~~quoted~~$200,000, onor ~~the~~$300,000 ~~OTC~~together ~~PINK.~~with ~~NASD~~his ~~broker-dealers~~or ~~who~~her ~~act~~spouse) asmust ~~market~~make ~~makers~~a ~~for~~special ~~our~~suitability ~~shares~~determination ~~generally~~for ~~facilitate~~the ~~purchases~~purchaser and ~~sales~~must ofreceive ~~our~~the ~~shares.~~purchaser’s ~~The~~written ~~additional~~consent ~~sales~~to ~~practice~~the ~~and~~transaction ~~disclosure~~prior ~~requirements~~to ~~imposed~~sale, ~~upon~~unless ~~broker-dealers~~the ~~may discourage~~ broker-~~dealers~~dealer ~~from~~or ~~effecting transactions in our shares, which could severely limit~~ the ~~market~~transaction ~~liquidity~~is ofotherwise ~~the shares and impede the sale of our shares in the secondary market~~exempt.

~~Under~~14 ~~the~~Table ~~penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth in excess~~ of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.Contents

14In ~~Table~~addition, ofthe ~~Contents~~penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.

InOur ~~addition,~~common ~~the penny~~ stock ~~regulations~~may ~~require~~experience ~~the~~extreme ~~broker-dealer~~rises toor ~~deliver,~~declines ~~prior~~in ~~to any transaction involving a penny stock~~price, aand ~~disclosure~~you ~~schedule~~may ~~prepared~~not bybe ~~the~~able ~~SEC relating~~ to ~~the~~sell ~~penny~~your ~~stock~~shares ~~market,~~at ~~unless the broker-dealer~~ or ~~the~~above ~~transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to~~ the ~~broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent~~ price ~~information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks~~paid.

Our ~~common~~Common ~~stock~~Stock may ~~experience~~be ~~extreme~~highly ~~rises~~volatile orand ~~declines~~could be subject to extreme fluctuations in ~~price~~response to various factors, ~~and~~many ~~you~~of ~~may~~which are beyond our control, including (but not benecessarily ~~able~~limited to): ~~sell~~(i) ~~your~~the trading volume of our shares; at(ii) the number of securities analysts, market-makers and brokers following our common stock; (iii) changes in, or ~~above~~failure ~~the~~to achieve, financial estimates by securities analysts; (iv) actual or anticipated variations in quarterly operating results; (v) conditions or trends in our business industries; (vi) announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; (vii) additions or departures of key personnel; (viii) sales of our common stock; and (ix) general stock market price ~~paid~~and volume fluctuations of publicly-trading and particularly, microcap companies.

~~Our~~Investors ~~Common~~may ~~Stock~~have ~~may~~difficulty bereselling ~~highly~~shares ~~volatile~~of ~~and~~our ~~could~~common bestock, ~~subject~~either toat ~~extreme~~or ~~fluctuations~~above inthe ~~response~~price tothey ~~various~~paid ~~factors,~~for ~~many~~our ofstock, ~~which~~or ~~are~~even ~~beyond~~at ~~our~~fair ~~control,~~market ~~including~~value. ~~(but~~The ~~not~~stock ~~necessarily~~markets ~~limited~~often ~~to):~~experience ~~(i)~~significant ~~the~~price ~~trading~~and volume ofchanges ~~our~~that ~~shares;~~are ~~(ii)~~not related to the ~~number~~operating performance of ~~securities~~individual ~~analysts~~companies, ~~market-makers~~ and ~~brokers~~because ~~following~~ our common stock; ~~(iii)~~is thinly traded it is particularly susceptible to such changes. ~~in,~~These orbroad ~~failure~~market changes may cause the market price of our common stock to ~~achieve~~decline regardless of how well we perform as a company. In addition, ~~financial~~there ~~estimates~~is bya history of securities ~~analysts;~~class ~~(iv)~~action ~~actual~~litigation orfollowing ~~anticipated~~periods ~~variations~~of volatility in ~~quarterly~~the ~~operating~~market ~~results;~~price ~~(v)~~of ~~conditions~~a orcompany’s ~~trends~~securities. inAlthough ~~our~~there ~~business~~is ~~industries;~~no ~~(vi)~~such ~~announcements~~shareholder bylitigation uscurrently ofpending ~~significant~~or ~~contracts,~~threatened ~~acquisitions,~~against ~~strategic~~the ~~partnerships~~Company, ~~joint~~such ~~ventures~~a orsuit ~~capital~~against ~~commitments;~~us ~~(vii)~~could ~~additions~~result orin ~~departures~~the incursion of ~~key~~substantial ~~personnel;~~legal ~~(viii)~~fees, ~~sales~~potential liabilities and the diversion of management’s attention and resources from our ~~common~~business. ~~stock;~~Moreover, and ~~(ix)~~as ~~general~~noted ~~stock~~below, ~~market~~our ~~price~~shares are currently traded on the OTC Pink and, ~~volume~~further, are subject to the penny stock regulations. Price fluctuations ofin ~~publicly-trading~~such ~~and~~shares are particularly volatile and subject to manipulation by market-makers, ~~microcap~~short-sellers ~~companies~~and option traders.

~~Investors~~A ~~may~~decline ~~have~~in ~~difficulty~~the ~~reselling~~price ~~shares~~ of our common stock, ~~either~~could ataffect ~~or above the price they paid for~~ our ~~stock,~~ability ~~or even at fair market value. The stock markets often experience significant price and volume changes that are not related~~ to ~~the~~raise ~~operating~~further ~~performance~~working ~~of individual companies~~capital, ~~and because our common stock is thinly traded~~ it ~~is particularly susceptible to such changes. These broad market changes~~ may ~~cause~~adversely ~~the~~impact ~~market price of~~ our ~~common~~ability ~~stock~~ to ~~decline~~continue ~~regardless~~operations ofand ~~how well~~ we ~~perform~~may asgo aout ~~company. In addition, there is a history~~ of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such shareholder litigation currently pending or threatened against the Company, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resources from our business. Moreover, and as noted below, our shares are currently traded on the OTC Pink and, further, are subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to manipulation by market-makers, short-sellers and option traders.

A prolonged decline in the price of our common stock could ~~affect~~result in a reduction in the liquidity of our common stock and a reduction in our ability to raise ~~further~~capital. ~~working~~Because ~~capital~~we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, itor convertible debt instruments, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may ~~adversely~~cause ~~impact~~investors to not choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

A15 ~~prolonged~~Table ~~decline in the price~~ of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, or convertible debt instruments, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business. Contents

15Our ~~Table~~officers, directors and principal stockholders can exert significant influence over us and may make decisions which may not be in the best interests of ~~Contents~~all stockholders.

Our officers, directors and principal stockholders ~~can~~(greater than 5% stockholders) collectively own a majority of our outstanding Common Stock. As a result of such ownership, these stockholders will be able to affect the outcome of, or exert significant influence over, usall matters requiring stockholder approval, including the election and ~~may~~removal ~~make~~of ~~decisions~~directors ~~which~~and ~~may~~any ~~not~~change bein control. In particular, this concentration of ownership of our Common Stock could have the effect of delaying or preventing a change of control of us or otherwise discouraging or preventing a potential acquirer from attempting to obtain control of us. This, in turn, could have a negative effect on the ~~best~~market price of our Common Stock. It could also prevent our stockholders from realizing a premium over the market prices for their shares of Common Stock. Moreover, the interests of ~~all~~this concentration of ownership may not always coincide with our interests or the interests of other stockholders, and accordingly, they could cause us to enter into transactions or agreements that we would not otherwise consider.

~~Our~~INTERNATIONAL ~~officers,~~BUSINESS directors and principal stockholders (greater than 5% stockholders) collectively own a majority of our outstanding Common Stock. As a result of such ownership, these stockholders will be able to affect the outcome of, or exert significant influence over, all matters requiring stockholder approval, including the election and removal of directors and any change in control. In particular, this concentration of ownership of our Common Stock could have the effect of delaying or preventing a change of control of us or otherwise discouraging or preventing a potential acquirer from attempting to obtain control of us. This, in turn, could have a negative effect on the market price of our Common Stock. It could also prevent our stockholders from realizing a premium over the market prices for their shares of Common Stock. Moreover, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders, and accordingly, they could cause us to enter into transactions or agreements that we would not otherwise consider.RISK

~~INTERNATIONAL~~International ~~BUSINESS~~regulation ~~RISK~~may adversely affect our planned revenues.

~~International~~We plan to market operate a segment of our business in Mexico. In addition to regulation by the U.S. government, our operations will be subject to environmental and safety regulations in Mexico. Regulations will vary from country to country and will vary from those of the United States. The difference in regulations under U.S. law and the laws of foreign countries may ~~adversely~~be ~~affect~~significant and, in order to comply with the laws of these foreign countries. Any changes in our ~~planned~~business ~~revenues~~practices or plans will require response to the laws of foreign countries and will result in additional expense to the Company and delay our proposed business plans.

WeAdditionally, ~~plan~~we tomay ~~market~~be ~~operate~~required ato ~~segment~~obtain ofcertifications ~~our~~or ~~business~~approvals ~~in Mexico. In addition to regulation~~ by ~~the~~foreign ~~U.S.~~governments ~~government, our operations will be subject~~ to ~~environmental~~market and ~~safety~~sell ~~regulations~~the ~~in Mexico~~products. ~~Regulations~~We ~~will~~may ~~vary~~also ~~from~~be ~~country~~required to ~~country~~obtain ~~and~~approval ~~will vary~~ from ~~those of~~ the ~~United States. The difference in regulations under~~ U.S. ~~law~~government ~~and~~to export the ~~laws~~products. ofIf ~~foreign~~we ~~countries~~are ~~may~~delayed bein ~~significant and~~receiving, inor ~~order~~are unable to ~~comply~~obtain ~~with~~import ~~the~~or ~~laws~~export ofclearances, ~~these foreign countries. Any changes in our business practices~~ or ~~plans~~if ~~will~~we ~~require~~are ~~response~~unable to ~~the~~comply ~~laws~~with of foreign ~~countries~~regulatory ~~and~~requirements, we will ~~result~~be inunable ~~additional expense~~ to ~~the~~execute ~~Company and delay~~ our ~~proposed~~complete ~~business~~marketing ~~plans~~strategy.

~~Additionally,~~CURRENCY weFLUCTUATIONS ~~may~~MAY beMAKE ~~required~~OUR toPRODUCTS ~~obtain~~UNCOMPETITIVE ~~certifications~~IN orSOME ~~approvals~~IMPORTANT ~~by foreign governments to market and sell the products~~GEOGRAPHIES. We may also be required to obtain approval from the U.S. government to export the products. If we are delayed in receiving, or are unable to obtain import or export clearances, or if we are unable to comply with foreign regulatory requirements, we will be unable to execute our complete marketing strategy.

~~Currency~~If ~~Fluctuations~~the ~~May~~local ~~Make~~currency ~~Our~~of ~~Products~~our ~~Uncompetitive~~products Inbecomes ~~Some~~too ~~Important~~strong, ~~Geographies~~it may not be possible to sell our products at a profit in regions where significant potential purchasers exist.

IfITEM ~~the~~1B. ~~local~~Unresolved ~~currency~~Staff ~~of our products becomes too strong, it may not be possible to sell our products at a profit in regions where significant potential purchasers exist.~~ Comments

~~ITEM~~Not ~~1B.~~Applicable ~~Unresolved~~to ~~Staff~~Smaller ~~Comments~~Reporting Companies.

~~Not~~ITEM ~~Applicable to Smaller Reporting Companies~~2. Properties

~~ITEM~~Our 2executive and administrative offices are located at 900 Isom Rd, Suite 306, San Antonio, Texas. ~~Properties~~These offices consist of a total of 4,051 square feet and are rented by 4Ward Resources for a three (3) year term from July 1, 2019 through June 30, 2022, presently at a cost of $7,244 per month. The lease rate increases in each succeeding year of the term. We believe that our office spaces are sufficient to meet our present needs and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us.

~~Our~~ITEM ~~executive and administrative offices are located at 900 Isom Rd, Suite 306, San Antonio, Texas. These offices consist of a total of 4,051 square feet and are rented by 4Ward Resources for a three (~~3~~) year term from July 1, 2019 through June 30, 2022, presently at a cost of $7,033 per month~~. ~~The~~Legal lease rate increases in each succeeding year of the term. We believe that our office spaces are sufficient to meet our present needs and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us.Proceedings

~~ITEM~~There 3.are ~~Legal~~no ~~Proceedings~~material legal proceedings pending against the Company to the knowledge of management.

~~There~~ITEM ~~are~~4. noMine ~~material~~Safety ~~legal proceedings pending against the Company to the knowledge of management.~~Disclosures

~~ITEM~~Not 4Applicable. ~~Mine Safety Disclosures~~

~~Not~~16 ~~Applicable.~~Table of Contents

16PART ~~Table of Contents~~II

~~ITEM~~(a) 5Market Information. ~~Market~~Our ~~for~~common ~~Registrant’s~~stock ~~Common~~is ~~Equity,~~currently ~~Related~~quoted ~~Stockholder~~on ~~Matters~~the ~~and~~OTC ~~Issuer~~Markets. ~~Purchases~~Our oftrading ~~Equity~~symbol ~~Securities~~is “MRGE”.

OTC Markets securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Market ~~Information~~securities transactions are conducted through a telephone and computer network connecting dealers. OTC Market issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange.

~~OTC~~The ~~Markets~~quarterly ~~securities~~high ~~are not listed~~ and ~~traded~~low onreported ~~the~~sale ~~floor~~prices offor anour ~~organized~~common ~~national or regional~~ stock ~~exchange.~~as ~~Instead,~~quoted ~~OTC~~on ~~Market~~the ~~securities transactions are conducted through a telephone and computer network connecting dealers.~~ OTC ~~Market~~Markets ~~issuers~~for ~~are traditionally smaller companies that do not meet~~ the ~~financial~~periods ~~and~~indicated ~~other~~are ~~listing~~as ~~requirements~~follows: ~~of a national or regional stock exchange.~~

The quarterly high and low reported sale prices for our common stock as quoted on the OTC Markets for the periods indicated are as follows:

	High		Low

Fiscal 2019
First Quarter Ended October 31, 2018	$	0.027		0.025
Second Quarter Ended January 31, 2019	$	0.085		0.076
Third Quarter Ended April 30, 2019	$	0.073		0.070
Fourth Quarter Ended July 31, 2019	$	0.080		0.075

Fiscal 2020
First Quarter Ended October 31, 2019	$	0.0525		0.049
Second Quarter Ended January 31, 2020	$	0.100		0.083
Third Quarter Ended April 30, 2020	$	0.0742		0.0661
Fourth Quarter Ended July 31, 2020	$	0.196		0.155

	High		Low
Fiscal 2018
First Quarter Ended October 31, 2017	$	0.400		0.340
Second Quarter Ended January 31, 2018	$	0.020		0.018
Third Quarter Ended April 30, 2018	$	0.052		0.035
Fourth Quarter Ended July 31, 2018	$	0.0187		0.015
Fiscal 2019
First Quarter Ended October 31, 2018	$	0.027		0.025
Second Quarter Ended January 31, 2019	$	0.085		0.076
Third Quarter Ended April 30, 2019	$	0.070		0.073
Fourth Quarter Ended July 31, 2019	$	0.080		0.075

(b) Holders. The Company has approximately 73 shareholders of record holding common stock.

~~Holders~~(c) Dividends. The Company has not paid any cash dividends to date and has no intention of paying any cash dividends on the Common Stock in the foreseeable future. The declaration and payment of dividends is subject to the discretion of the Company’s Board of Directors and to certain limitations imposed under Nevada law. The timing, amount and form of dividends, if any, will depend upon, among other things, the Company’s results of operations, financial condition, cash requirements, and other factors deemed relevant by the Board of Directors. The Company intends to retain any future earnings for use in its business.

~~Dividends~~(d) Securities authorized for issuance under equity compensation plans: None.

~~Securities~~17 ~~authorized~~Table ~~for~~of ~~issuance under equity compensation plans~~Contents

(e) Recent Sales of unregistered securities: For the period ended July 31, 2020, the Company sold 17,458,334 ~~Table~~shares of ~~Contents~~common stock to fifty (50) accredited investors for cash proceeds of $719,000 and stock subscription receivable of $20,000.

~~Recent~~The ~~Sales~~Company believes the offer and sale of ~~unregistered~~the ~~securities:~~shares of common stock above were made in reliance upon the exemptions from registration under Section 4(a)(2) and Regulation D Rule 506 of the Securities Act of 1933, as amended (the “Securities Act”). The offers and sales represented private transactions not involving a public offering. As such, the shares may not be offered or sold in the United States unless they are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.

~~The~~ITEM Company believes the offer and sale of the shares of common stock above were made in reliance upon the exemptions from registration under Section 4(a)(2) and Regulation D Rule 506 of the Securities Act of 1933, as amended (the “Securities Act”)6. ~~The~~Selected ~~offers~~Financial and sales represented private transactions not involving a public offering. As such, the shares may not be offered or sold in the United States unless they are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Data

~~ITEM~~Not 6.applicable ~~Selected~~to ~~Financial~~small ~~Data~~reporting company.

~~Not~~ITEM ~~applicable~~7. toManagement’s ~~small~~Discussion ~~reporting~~and ~~company.~~Analysis of Financial Condition and Results of Operations

~~ITEM~~The 7.following ~~Management’s~~discussion ~~Discussion~~of our financial condition and ~~Analysis~~results of ~~Financial~~operations ~~Condition~~should be read together with our financial statements audited by MaloneBailey, LLP, our independent registered public accounting firm and ~~Results~~the related notes that are included elsewhere in this report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of ~~Operations~~various factors, including those set forth under the caption “Risk Factors” or in other parts of this report. See “Cautionary Note Regarding Forward-Looking Statements.”

The following discussion of our financial condition and results of operations should be read together with our financial statements audited by MaloneBailey, LLP, our independent registered public accounting firm and the related notes that are included elsewhere in this report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the caption “Risk Factors” or in other parts of this report. See “Cautionary Note Regarding Forward- Looking Statements.”

~~Forward~~Some ~~Looking~~of ~~Statements~~the statements contained in this Annual Report that are not historical facts are “forward-looking statements” which can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Annual Report, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

~~Some~~• ofour ~~the~~ability ~~statements~~to ~~contained~~raise incapital ~~this~~when ~~Annual~~needed ~~Report~~and ~~that~~on ~~are~~acceptable ~~not~~terms historical facts are “forward-looking statements” which can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks and ~~uncertainties.~~conditions; We• ~~urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Annual Report, reflect~~ our ~~current~~ability ~~beliefs with respect~~ to ~~future~~attract ~~events~~ and ~~involve~~retain ~~known~~management, and ~~unknown~~to ~~risks,~~integrate ~~uncertainties~~ and ~~other~~maintain ~~factors~~technical ~~affecting~~information ~~our operations, market growth, services, products~~ and ~~licenses.~~management Noinformation ~~assurances~~systems; ~~can~~• ~~be given regarding~~ the ~~achievement~~intensity of ~~future~~competition; ~~results,~~• asgeneral ~~actual~~economic ~~results~~conditions; ~~may differ materially as a result of the risks we face,~~ and ~~actual~~• ~~events~~other ~~may~~factors ~~differ~~discussed ~~from~~in ~~the~~Risk ~~assumptions underlying the statements that have been made regarding anticipated events.~~ Factors ~~that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:~~.

·All ~~our~~forward-looking ~~ability~~statements tomade ~~raise~~in ~~capital~~connection ~~when~~with ~~needed~~this ~~and~~Annual onReport ~~acceptable~~which ~~terms~~are ~~and~~attributable ~~conditions;~~to ·us ~~our~~or ~~ability~~persons toacting ~~attract~~on ~~and~~our ~~retain~~behalf ~~management,~~are ~~and~~expressly toqualified ~~integrate~~in ~~and~~their ~~maintain~~entirety ~~technical~~by ~~information~~these ~~and~~cautionary ~~management~~statements. ~~information~~Given ~~systems;~~the ·uncertainties ~~the~~that ~~intensity~~surround ofsuch ~~competition;~~statements, ·you ~~general~~are ~~economic~~cautioned ~~conditions;~~not ~~and~~to ·place ~~other~~undue ~~factors~~reliance ~~discussed~~on insuch ~~Risk~~forward-looking ~~Factors~~statements.

~~All~~18 ~~forward-looking~~Table ~~statements~~of made in connection with this Annual Report which are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.Contents

18Company’s ~~Table of Contents~~Plans

The Company’s ~~Plans~~has proposed to develop an integrated natural gas pipeline system in Texas and Mexico. The purpose of these pipelines will be to transport and store natural gas in a proposed underground natural gas storage facility, which the Company proposes to permit and develop in northern Mexico. The Company believes that it has made substantial progress toward these goals with its preliminary project engineering designs and high-level meetings with representatives of various Mexican regulatory agencies.

~~The~~Discussion ~~Company has proposed to develop an integrated natural gas pipeline system in Texas~~ and ~~Mexico.~~Analysis ~~The purpose~~ of ~~these~~Financial ~~pipelines~~Condition ~~will be to transport~~ and ~~store~~Results natural gas in a proposed underground natural gas storage facility, which the Company proposes to permit and develop in northern Mexico. The Company believes that it has made substantial progress toward these goals with its preliminary project engineering designs and high-level meetings with representatives of ~~various~~Operations ~~Mexican regulatory agencies.~~

~~Discussion and Analysis of Financial Condition and Results of Operations~~ Revenues

~~Revenues~~Twelve month period ended July 31, 2020

~~Twelve~~For the twelve (12) month period ended July 31, ~~2019~~2020, we generated no revenue and incurred a net loss of $5,354,204.

~~For~~Our net loss of $5,354,204 for the twelve (12) month period ended July 31, ~~2019,~~2020 wewas ~~generated~~the noresult ~~revenue~~of operating expenses of $1,028,705 and ~~incurred~~other aexpenses ~~net~~(comprised ~~loss~~of interest expense) of $34,~~213~~325,~~703~~499. Our operating expenses consisted of $929,142 in general and administrative expenses, and $99,563 in professional fees.

~~Our~~Twelve ~~net loss of $3,213,703 for the twelve (12)~~ month period ended July 31, 2019 was the result of operating expenses of $1,482,736 and other expense (comprised of interest expense) of $1,730,967. Our operating expenses consisted of $1,376,055 in general and administrative expenses, and $106,681 in professional fees.

~~Twelve~~For the twelve (12) month period ended July 31, ~~2018~~2019, we generated no revenue and incurred a net loss of $3,213,703.

~~For~~Our net loss of $3,213,703 for the twelve (12) month period ended July 31, ~~2018,~~2019 wewas ~~generated~~the noresult ~~revenue~~of operating expenses of $1,482,736 and ~~incurred~~other aexpenses ~~net~~(comprised ~~loss~~of interest expense) of $1,~~495~~730,~~687~~967. Our operating expenses consisted of $1,376,055 in general and administrative expenses, and $106,681 in professional fees.

~~Our~~Costs ~~net loss of $1,495,687 for the twelve (12) month period ended July 31, 2018 was the result of operating expenses of $1,065,035~~ and ~~other expense (comprised of interest expense) of $430,652. Our operating expenses consisted of $970,090 in general and administrative expenses, and $94,945 in professional fees.~~ Expenses

~~Costs~~Our primary costs going forward are related to salaries and ~~Expenses~~related payroll taxes, rent, as well as travel and professional fees associated with our proposed pipeline and natural gas storage activities in Mexico.

~~Our~~For ~~primary~~the ~~costs~~years ~~going~~ended ~~forward~~July ~~are~~31, ~~related~~2019 toand ~~engineering~~July 31, ~~travel~~2020, ~~professional~~total ~~fees,~~general and ~~legal~~administrative ~~fees~~expenses ~~associated~~were ~~with~~$1,376,055 ~~our proposed pipeline~~ and ~~natural~~$929,142, ~~gas storage activities in Mexico~~respectively.

For the ~~years~~year ended July 31, ~~2018~~2019, ~~and~~we ~~July~~had 31$1, ~~2019~~376,055 ~~total~~in general and administrative expenses ~~were~~compared to $~~970~~929,~~090~~142, in general and administrative expense for the year ended July 31, 2020. The $1446,~~376~~913 decrease in general and administrative expenses was primarily the result of reductions of spending related to consulting fees,~~055,~~ ~~respectively.~~salaries and related payroll taxes.

~~For~~The professional fees for the ~~year~~years ~~ended~~ending July 31, ~~2018,~~2019 weand ~~had~~July ~~$970~~31,~~090~~ in2020 ~~general~~were ~~and administrative expenses compared to~~ $1106,~~376,055,~~681 ~~in general~~ and ~~administrative expense for the year ended July 31~~$99,563, ~~2019~~respectively. The $~~405~~7,~~965~~118 ~~increase~~decrease ~~in general and administrative expenses~~ was primarily ~~the~~ result of ~~reductions~~increased of spending related to ~~directors~~audit fees, ~~filing fees, conferences, non-executive payroll and payroll tax expenses, travel expenses and utilities,~~ net of ~~increases~~decreases in ~~consulting~~tax ~~and~~preparation ~~public relations fees, financing fees,~~ and ~~rent~~legal ~~expense~~fees.

The ~~professional~~executive ~~fees~~compensation for the years ending July 31, ~~2018~~2019 and July 31, ~~2019~~2020 ~~were~~was $94466,~~945~~000 and $~~106~~368,~~681~~000, respectively. The ~~$11,736~~reduction ~~increase~~in compensation was ~~primarily~~due ~~result~~to ofan ~~reductions~~executive ofleaving ~~spending~~the ~~related~~Company toas ~~audit~~of ~~fees~~July 31, ~~net~~2019. ofOtherwise ~~increases~~there inwere ~~tax~~no ~~preparation~~change ~~and~~in ~~audit~~the ~~fees~~compensation amounts.

~~The~~19 ~~executive~~Table ~~compensation~~of for the years ending July 31, 2018 and July 31, 2019 was $466,000 and $466,000, respectively. No change was due to the same executives on the payroll during both years with no change in compensation amounts. Contents

19Liquidity ~~Table~~and ofCapital ~~Contents~~Resources

~~Liquidity~~Cash ~~and Capital Resources~~Flows

~~Cash~~Operating ~~Flows~~Activities

~~Operating~~For ~~Activities~~the twelve (12) month period ended July 31, 2020, net cash used in operating activities was $890,373. The negative cash flow for the twelve (12) months ended July 31, 2020 related to our net loss of $5,354,204, adjusted for depreciation of $1,581, an increase in financing fees of $38,098, a change of $3,991,040 in convertible debt due to fair market value, an increase of $230,942 in convertible debt due to default, an increase in expenses paid by shareholder of $29,642, a decrease in prepaid expenses of $7,799, an increase of $247,192 in accounts payable and accrued expenses and an decrease of $66,865 in accrued salaries and payroll taxes - related parties.

For the twelve (12) month period ended July 31, 2019, net cash used in operating activities was $335,249. The negative cash flow for the twelve (12) months ended July 31, 2019 related to our net loss of $3,213,703, adjusted for depreciation of $1,581, an increase in financing fees of $30,500, a change of $1,~~392~~381,~~576~~885 in convertible debt due to fair market value, a change of $13,191 in convertible debt due to fair market value, an increase of $~~288~~285,~~250~~750 in convertible debt due to default, an increase of $466,800 in issuance of stock compensation for services and fees, prepaid expenses of $546, and an increase of $~~249~~698,~~441~~201 in accounts payable and accrued expenses ~~and an increase of $448,760 in accrued salaries and payroll taxes - related parties~~.

~~For~~Investing the twelve (12) month period ended July 31, 2018, net cash used in operating activities was $221,998. The negative cash flow for the twelve (12) months ended July 31, 2018 related to our net loss of $1,495,687, adjusted for depreciation of $1,581, a change of $308,180 in convertible debt due to fair market value, an increase of $83,500 in convertible debt due to default, an increase of $48,110 in issuance of stock compensation for services and fees, a decrease of prepaid expenses of $747, an increase of $288,315 in accounts payable and accrued expenses and an increase of $544,750 in accrued salaries and payroll taxes - related parties. Activities

~~Investing~~For ~~Activities~~the twelve (12) months ended July 31, 2020 net cash used in investing activities was nil.

For the twelve (12) months ended July 31, 2019 net cash used in investing activities was nil.

~~For~~Financing ~~the twelve (12) months ended July 31, 2018 net cash used in investing activities was nil.~~ Activities

~~Financing~~For ~~Activities~~the twelve (12) months ended July 31, 2020, net cash provided from financing activities was $986,858. The positive cash flow from financing activities for such period was comprised of an increase in loans payable from related parties, proceeds from sale of common stock and proceeds from sale of convertible debentures, net of loan repayments to a related party.

For the twelve (12) months ended July 31, 2019, net cash provided from financing activities was $392,225. The positive cash flow from financing activities for such period was comprised of ~~a decrease in loans payable from related parties,~~ proceeds from sale of common stock and proceeds from sale of convertible debentures, net of loan repayments to a related party and convertible notes.

For the twelve (12) months ended July 31, 2018, net cash provided from financing activities was $223,702. The positive cash flow from financing activities for such period was comprised of loans payable from related party and proceeds from sales of convertible debentures, net of loan repayments to a related party.Liquidity

~~Liquidity~~To date, we have funded our operations primarily with capital provided and loans provided by related parties, accrual of salaries and accounts payable, sales of common stock and convertible debentures.

ToAs ~~date~~of July 31, we2020, ~~have~~Mirage ~~funded~~Energy ~~our~~Corporation ~~operations~~had ~~primarily~~$166,941in ~~with~~cash ~~capital~~on ~~provided~~hand and ~~loans~~prepaid ~~provided~~expenses byof ~~related~~$9,559. ~~parties~~Since Mirage Energy Corporation is unable to reasonably project its future revenue, ~~accruing~~it ofmust ~~salaries~~presume ~~and~~that ~~accounts~~it ~~payable~~will not generate any revenue during the next twelve (12) to twenty-four (24) months. We therefore will need to obtain additional debt or equity funding in the next two (2) - three (3) months, ~~sales~~but ofthere ~~common~~can ~~stock~~be ~~and~~no ~~convertible~~assurances ~~debentures~~that such funding will be available to us in sufficient amounts or on reasonable terms.

As20 ofTable ~~July 31, 2019, Mirage Energy Corporation had $70,456 in cash on hand and prepaid expenses~~ of $1,760. Since Mirage Energy Corporation is unable to reasonably project its future revenue, it must presume that it will not generate any revenue during the next twelve (12) to twenty-four (24) months. We therefore will need to obtain additional debt or equity funding in the next two (2) - three (3) months, but there can be no assurances that such funding will be available to us in sufficient amounts or on reasonable terms.Contents

20The ~~Table~~Company’s audited financial statements for the year ended July 31, 2020 contain a “going concern” qualification. As discussed in Note 3 of ~~Contents~~the Notes to Financial Statements, the Company has incurred losses and has not demonstrated the ability to generate cash flows from operations to satisfy its liabilities and sustain operations. Because of these conditions, our independent auditors have raised substantial doubt about our ability to continue as a going concern.

~~The~~Our ~~Company’s~~financial ~~audited~~objective ~~financial~~is ~~statements~~to ~~for~~make sure the ~~year~~Company ~~ended~~has ~~July~~the ~~31,~~cash ~~2019~~and ~~contain~~debt acapacity ~~“going~~to ~~concern”~~fund ~~qualification.~~on-going Asoperating ~~discussed~~activities, ininvestments ~~Note~~and 3growth. ofWe ~~the~~intend ~~Notes~~ to ~~Financial~~fund ~~Statements,~~future ~~the~~capital ~~Company~~needs ~~has~~through ~~incurred~~our ~~losses~~current ~~and~~cash ~~has~~position, ~~not~~additional ~~demonstrated~~credit ~~the~~facilities, ~~ability~~future tooperating ~~generate~~ cash ~~flows~~flow ~~from~~and ~~operations~~debt toor ~~satisfy~~equity ~~its~~financing. ~~liabilities~~We ~~and~~are ~~sustain~~continually ~~operations.~~evaluating ~~Because of~~ these ~~conditions,~~options ~~our~~to ~~independent~~make ~~auditors~~sure we have ~~raised~~capital ~~substantial~~resources ~~doubt~~to ~~about~~meet our ~~ability to continue as a going concern~~needs.

~~Our~~Existing ~~financial objective is to make sure the Company has the cash and debt capacity to fund on-going operating activities, investments and growth. We intend to fund future~~ capital ~~needs~~resources ~~through our current cash position, additional credit facilities, future operating cash flow and debt or equity financing. We~~ are ~~continually~~insufficient ~~evaluating these options~~ to ~~make~~support ~~sure~~continuing weoperations ~~have~~of ~~capital~~the ~~resources~~Company toover ~~meet~~the ~~our~~next ~~needs~~12 months.

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

~~Management~~For ~~makes~~the noyear ~~assurances~~ended ~~that~~July ~~adequate~~31, ~~capital~~2020, ~~resources~~the ~~will~~Company behas ~~available~~funded tooperations ~~support~~with ~~continuing~~loan ~~operations~~from ~~over~~related ~~the~~party ~~next~~of 12$10,100, ~~months~~debt of $297,500 from convertible notes, proceeds from sale of $719,000 in common stock, while making loan repayments of $39,742 to related party. ~~Management~~The Company plans to ~~pursue~~raise additional ~~capital~~funds ~~funding~~ through ~~multiple~~various sources to support ongoing operations during 2020 and 2021.

~~For~~While ~~the~~no ~~year~~assurances ~~ended~~can ~~July~~be ~~31,~~given ~~2019,~~regarding the ~~Company~~achievement ~~has funded operations with debt~~ of ~~$329,500~~future ~~from~~results ~~convertible~~as ~~notes,~~actual ~~proceeds~~results ~~from~~may ~~sale~~differ ~~of $325~~materially,~~978~~ inmanagement ~~common~~anticipates ~~stock,~~adequate ~~while~~capital ~~making~~resources ~~loan repayments of $180,003~~ to ~~related~~support ~~party~~continuing ~~and~~operations ~~$83,250~~over tothe ~~convertible~~next ~~notes.~~12 ~~The~~months ~~Company~~through ~~plans~~the tocombination ~~raise~~of ~~additional~~infused ~~funds~~capital through ~~various~~exercised ~~sources~~warrants, toinfused ~~support~~capital ~~ongoing~~through ~~operations~~non-public ~~during~~private ~~2019~~placement and ~~2020~~existing cash reserves.

~~While~~Critical noAccounting assurances can be given regarding the achievement of future results as actual results may differ materially, management anticipates adequate capital resources to support continuing operations over the next 12 months through the combination of infused capital through exercised warrants, infused capital through non-public private placement and existing cash reserves. Policies

~~Critical~~Our ~~Accounting~~financial ~~Policies~~statements are prepared in accordance with accounting principles generally accepted in the United States of America, which 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Our~~Revenue financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.Recognition

~~Revenue~~The ~~Recognition~~Company recognizes revenues when earned which shall be as products are shipped and services are delivered to customers or distributors. The Company shall also record accounts receivable for revenue earned but not yet collected.

~~The~~Income Company recognizes revenues when earned which shall be as products are shipped and services are delivered to customers or distributors. The Company shall also record accounts receivable for revenue earned but not yet collected. Taxes

Income taxes are provided based upon the liability method of accounting pursuant to FASB ASC 740-10-25 Income Taxes - Recognition. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by FASB ASC 740-10-25-5.

~~Income~~21 ~~taxes~~Table ~~are provided based upon the liability method~~ of accounting pursuant to FASB ASC 740-10-25 Income Taxes - Recognition. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by FASB ASC 740-10-25-5.Contents

21Deferred ~~Table~~income taxes reflect the net tax effects of ~~Contents~~temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes.

~~Deferred~~At ~~income~~July ~~taxes~~31, ~~reflect~~2020, the Company had net ~~tax~~operating ~~effects~~loss carry forwards of ~~temporary~~approximately ~~differences~~$1,837,458 ~~between~~with ~~the~~a ~~carrying~~portion ~~amounts~~expiring offrom ~~assets~~years ~~and~~2034 ~~liabilities~~to ~~for~~2037 ~~financial~~if ~~reporting~~not ~~purposes~~used and ~~the~~are ~~amount~~calculated ~~used~~at ~~for~~an ~~income~~expected tax ~~purposes~~rate of approximately 21%.

AtFASB ~~July~~ASC ~~31,~~740 ~~2019,~~prescribes ~~the~~recognition ~~Company~~threshold ~~had~~and ~~net~~measurement ~~operating~~attributes ~~loss~~for ~~carry~~the ~~forwards~~financial statement recognition and measurement of ~~approximately~~a $4tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition,~~105~~ classification,~~783,~~ ~~which~~interest ~~will~~and ~~expire~~penalties, accounting in ~~2038~~interim periods, disclosure and ~~are~~transition. ~~calculated~~The atCompany anhas ~~expected~~not taken any tax ~~rate~~positions ofthat ~~approximately~~would ~~21%.~~require disclosure under FASB ASC 740.

Pursuant to FASB ASC 740, ~~prescribes~~income ~~recognition~~taxes ~~threshold~~are ~~and~~provided ~~measurement~~for ~~attributes~~based ~~for~~upon the ~~financial~~liability ~~statement~~method ~~recognition~~of ~~and~~accounting. ~~measurement~~Under ofthis aapproach, ~~tax~~deferred ~~position~~income ~~taken~~taxes orare ~~expected~~recorded to bereflect ~~taken~~the tax consequences in afuture years of differences between the tax ~~return.~~basis ~~FASB~~of ~~ASC~~assets ~~740~~and ~~also~~liabilities ~~provides~~and ~~guidance~~their onfinancial dereporting amounts at each year-~~recognition,~~end. ~~classification,~~A ~~interest~~valuation ~~and~~allowance ~~penalties,~~is ~~accounting~~recorded inagainst ~~interim~~deferred ~~periods,~~tax ~~disclosure~~assets ~~and~~if ~~transition.~~management ~~The~~does not believe the Company has ~~not~~met ~~taken~~the ~~any~~“more ~~tax~~likely ~~positions~~than ~~that~~not” ~~would~~standard ~~require~~imposed ~~disclosure~~by ~~under~~ FASB ASC 740 to allow recognition of such assets.

~~Pursuant~~Earnings to(Loss) ~~FASB~~Per ~~ASC~~Share 740, income taxes are provided for based upon the liability method of accounting. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the (“~~more likely than not~~EPS” ~~standard imposed by FASB ASC 740 to allow recognition of such assets.~~)

~~Earnings~~FASB ~~(Loss)~~ASC 260, Earnings Per Share (provides for calculation of “~~EPS~~basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted losses per share were the same at the reporting dates as there were no common stock equivalents considered dilutive and outstanding.

~~FASB~~Derivative ASC 260, Earnings Per Share provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted losses per share were the same at the reporting dates as there were no common stock equivalents considered dilutive and outstanding.Instruments

~~Derivative~~FASB ~~Instruments~~ASC 815, Derivatives and Hedging establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

~~FASB~~If ~~ASC~~certain ~~815,~~conditions ~~Derivatives~~are ~~and~~met, ~~Hedging~~a ~~establishes~~derivative ~~accounting~~may ~~and~~be ~~reporting~~specifically ~~standards~~designated ~~for~~as ~~derivative~~a ~~instruments~~hedge, ~~including~~the ~~certain~~objective of which is to match the timing of gain or loss recognition on the hedging derivative ~~instruments~~with ~~embedded~~the recognition of (i) the changes in ~~other~~the ~~contracts,~~fair ~~and~~value ~~for~~of ~~hedging~~the ~~activities.~~hedged ~~They~~asset ~~require~~or liability that anare ~~entity~~attributable ~~recognize~~to ~~all~~the ~~derivatives~~hedged asrisk; ~~either~~or ~~assets~~(ii) orthe ~~liabilities~~earnings ineffect of the ~~balance~~hedged ~~sheet~~forecasted ~~and~~transaction. ~~measure~~For ~~those~~a ~~instruments~~derivative atnot ~~fair~~designated ~~value~~as a hedging instrument, the gain or loss is recognized in income in the period of change.

IfImpairment ~~certain conditions are met, a derivative may be specifically designated as a hedge, the objective~~ of ~~which~~Long-Lived is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk; or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.Assets

Long-lived assets of the Company, including the Technology Rights, are reviewed for impairment when changes in circumstances indicate their carrying value has become impaired, pursuant to guidance established in the FASB ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Management considers assets to be impaired if the carrying amount of an asset exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the asset will be written down to fair value, and a loss is recorded as the difference between the carrying value and the fair value. Fair values are determined based on quoted market values, discounted cash flows, or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.

~~Long-lived~~22 ~~assets~~Table of the Company, including the Technology Rights, are reviewed for impairment when changes in circumstances indicate their carrying value has become impaired, pursuant to guidance established in the FASB ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Management considers assets to be impaired if the carrying amount of an asset exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the asset will be written down to fair value, and a loss is recorded as the difference between the carrying value and the fair value. Fair values are determined based on quoted market values, discounted cash flows, or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value. Contents

22Fair ~~Table~~Value of ~~Contents~~Financial Instruments

~~Fair~~The ~~Value~~Company’s offinancial ~~Financial~~instruments ~~Instruments~~as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses.

~~The Company’s financial instruments as defined by FASB ASC 825~~Off-~~10-50~~Balance ~~include~~Sheet ~~cash, trade accounts receivable, and accounts payable and accrued expenses.~~ Arrangements

~~Off~~We do not have any off-~~Balance~~balance ~~Sheet~~sheet ~~Arrangements~~arrangements.

~~We do not have any off-balance sheet arrangements.~~Inflation

~~Inflation~~It is our opinion that inflation has not had a material effect on our operations.

ItITEM is7A. ~~our~~Quantitative ~~opinion~~and ~~that~~Qualitative ~~inflation~~Disclosure ~~has~~about ~~not~~Market ~~had a material effect on our operations.~~Risk

~~ITEM~~Not 7Aapplicable. ~~Quantitative and Qualitative Disclosure about Market Risk~~

~~Not~~23 ~~applicable.~~Table of Contents

23ITEM ~~Table~~8. ofFinancial ~~Contents~~Statements and Supplementary Data

~~ITEM~~MIRAGE 8.ENERGY ~~Financial Statements and Supplementary Data~~CORPORATION

~~MIRAGE~~INDEX ~~ENERGY~~TO ~~CORPORATION~~AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~INDEX~~July TO31, ~~AUDITED~~2020 ~~CONSOLIDATED~~AND ~~FINANCIAL STATEMENTS~~2019

July 31, 2019 AND 2018

	Page

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets July 31, 2020 and July 31, 2019		F-3

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended July 31, 2020 and July 31, 2019		F-4

Consolidated Statements of Stockholders’ (Deficit) for the Years Ended July 31, 2019 and July 31, 2020		F-5

Consolidated Statements of Cash Flows for the Years Ended July 31, 2020 and July 31, 2019		F-6

Notes to the Consolidated Financial Statements		F-7

	Page
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets July 31, 2019 and July 31, 2018		F-2
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended July 31, 2019 and July 31, 2018		F-3
Consolidated Statements of Stockholders’ (Deficit) for the Years Ended July 31, 2018 and July 31, 2019		F-4
Consolidated Statements of Cash Flows for the Years Ended July 31, 2019 and July 31, 2018		F-5
Notes to the Consolidated Financial Statements		F-6

F-1

Table of Contents

~~F-1~~REPORT ~~Table~~OF ofINDEPENDENT ~~Contents~~REGISTERED PUBLIC ACCOUNTING FIRM

~~REPORT~~To OFthe ~~INDEPENDENT~~Shareholders ~~REGISTERED~~and ~~PUBLIC~~Board ~~ACCOUNTING~~of ~~FIRM~~Directors of

ToMirage ~~the~~Energy ~~Shareholders and Board of Directors of~~ Corporation

~~Mirage~~Opinion ~~Energy~~on ~~Corporation~~the Financial Statements

~~Opinion~~We onhave audited the ~~Financial~~accompanying ~~Statements~~consolidated balance sheets of Mirage Energy Corporation and its subsidiaries (collectively, the “Company”) as of July 31, 2020 and 2019, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2020 and 2019, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

WeGoing ~~have~~Concern audited the accompanying consolidated balance sheets of Mirage Energy Corporation and its subsidiaries (collectively, the “Company”) as of July 31, 2019 and 2018, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2019 and 2018, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.Matter

~~Going~~The ~~Concern~~accompanying ~~Matter~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~Basis ~~accompanying~~for financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Opinion

~~Basis~~These ~~for~~financial ~~Opinion~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~These~~We ~~financial~~conducted ~~statements~~our ~~are~~audits in accordance with the ~~responsibility~~standards of the ~~Company’s management~~PCAOB. ~~Our~~Those ~~responsibility~~standards isrequire tothat ~~express~~we anplan ~~opinion~~and onperform the ~~Company’s~~audits to obtain reasonable assurance about whether the financial statements ~~based~~are onfree ~~our~~of ~~audits~~material misstatement, whether due to error or fraud. WeThe ~~are~~Company ais ~~public~~not ~~accounting~~required ~~firm~~to ~~registered~~have, ~~with~~nor ~~the~~were ~~Public~~we ~~Company~~engaged ~~Accounting~~to ~~Oversight~~perform, ~~Board~~an ~~(United~~audit ~~States)~~of ~~("PCAOB")~~its ~~and~~internal control over financial reporting. As part of our audits we are required to beobtain ~~independent~~an ~~with~~understanding ~~respect~~of tointernal ~~the~~control ~~Company~~over infinancial ~~accordance~~reporting ~~with~~but ~~the~~not ~~U.S.~~for ~~federal~~the ~~securities~~purpose ~~laws~~of ~~and~~expressing ~~the~~an ~~applicable~~opinion ~~rules~~on ~~and~~the ~~regulations~~effectiveness of the ~~Securities~~Company’s ~~and~~internal ~~Exchange~~control ~~Commission~~over ~~and~~financial ~~the~~reporting. ~~PCAOB~~Accordingly, we express no such opinion.

WeOur ~~conducted~~audits ~~our~~included ~~audits~~performing inprocedures ~~accordance~~to ~~with~~assess the ~~standards~~risks of ~~the~~material ~~PCAOB.~~misstatement ~~Those~~of ~~standards require that we plan and perform~~ the ~~audit to obtain reasonable assurance about whether the~~ financial statements ~~are free of material misstatement~~, whether due to error or fraud., ~~The~~and ~~Company~~performing isprocedures ~~not~~that ~~required~~respond to ~~have,~~those ~~nor~~risks. ~~were~~Such weprocedures ~~engaged~~included ~~to perform~~examining, anon ~~audit~~a oftest ~~its~~basis, ~~internal~~evidence ~~control~~regarding ~~over~~the ~~financial~~amounts ~~reporting.~~and Asdisclosures ~~part~~in ofthe ~~our~~financial ~~audits~~statements. weOur ~~are~~audits ~~required~~also toincluded ~~obtain~~evaluating anthe ~~understanding~~accounting ofprinciples ~~internal~~used ~~control~~and ~~over~~significant ~~financial~~estimates ~~reporting~~made ~~but~~by ~~not~~management, ~~for~~as ~~the~~well ~~purpose~~as ofevaluating ~~expressing~~the anoverall ~~opinion~~presentation onof the ~~effectiveness~~financial ofstatements. ~~the~~We ~~Company's~~believe ~~internal~~that ~~control~~our ~~over~~audits ~~financial~~provide ~~reporting.~~a ~~Accordingly,~~reasonable webasis ~~express~~for noour ~~such~~ opinion.

~~Our~~/s/ ~~audits included performing procedures to assess the risks of material misstatement of the financial statements~~MaloneBailey, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.LLP

~~/s/ MaloneBailey, LLP~~www.malonebailey.com

~~www~~We have served as the Company’s auditor since 2017.~~malonebailey.com~~

WeHouston, ~~have served as the Company's auditor since 2017.~~ Texas

~~Houston~~November 18, ~~Texas~~2020

~~February~~F-2 ~~21,~~Table ~~2020~~of Contents

~~F-2~~MIRAGE ~~Table~~ENERGY ofCORPORATION ~~Contents~~Consolidated Balance Sheets

MIRAGE ENERGY CORPORATION Consolidated Balance Sheets

	July 31,			July 31,
	2020			2019

ASSETS
Current Assets
Cash and cash equivalents	$	166,941		$	70,456
Prepaid expenses		9,559			1,760
Total Current Assets		176,500			72,216

Property, plant and equipment, net		1,449			3,030

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

TOTAL ASSETS	$	184,870		$	82,167

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	836,290		$	660,352
Loan payable		127,844			127,844
Convertible debentures, net of unamortized discount		281,351			580,754
Accrued salaries and payroll taxes, related parties		1,795,071			1,861,936
Total Current Liabilities		3,040,556			3,230,886

Long-Term Liabilities
Loan payable		1,234			1,063
TOTAL LIABILITIES		3,041,790			3,231,949

STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.001, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding as of July 31, 2020 and July 31, 2019		10,000			10,000
Common stock, par value $0.001, 900,000,000 shares authorized, 462,730,684 shares issued and outstanding as of July 31, 2020; 406,886,489 shares issued and outstanding as of July 31, 2019		462,731			406,886
Stock Subscription Receivable		(20,000	)		-
Additional paid-in capital		8,597,401			2,986,180
Accumulated deficit		(11,906,952	)		(6,552,748	)
Accumulated other comprehensive loss		(100	)		(100	)
TOTAL STOCKHOLDERS’ DEFICIT		(2,856,920	)		(3,149,782	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	184,870		$	82,167

	July 31,			July 31,
	2019			2018
ASSETS
Current Assets
Cash and cash equivalents	$	70,456		$	13,480
Prepaid expenses		1,760			2,306
Total Current Assets		72,216			15,786
Property, plant and equipment, net		3,030			4,611
Other Assets
Deposits		6,921			6,921
Total Other Assets		6,921			6,921
TOTAL ASSETS	$	82,167		$	27,318
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Loans payable, related parties	$	-		$	155,105
Accounts payable and accrued liabilities		660,352			479,964
Loan payable		127,844			77,844
Convertible debentures		580,754			257,206
Accrued salaries and payroll taxes, related parties		1,861,936			1,413,176
Total Current Liabilities		3,230,886			2,383,295
Long-Term Liabilities
Loan payable		1,063			50,000
TOTAL LIABILITIES		3,231,949			2,433,295
STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.001, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding as of July 31, 2019 and July 31, 2018		10,000			10,000
Common stock, par value $0.001, 900,000,000 shares authorized, 406,886,489 shares issued and outstanding as of July 31, 2019; 342,628,540 shares issued and outstanding as of July 31, 2018		406,886			342,628
Additional paid-in capital		2,986,180			580,540
Accumulated deficit		(6,552,748	)		(3,339,045	)
Accumulated other comprehensive loss		(100	)		(100	)
TOTAL STOCKHOLDERS’ DEFICIT		(3,149,782	)		(2,405,977	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	82,167		$	27,318

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

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

F-3

Table of Contents

MIRAGE ENERGY CORPORATION

Consolidated Statements of Operations

	Year EndedJuly 31,
	Year Ended July 31,
	2019			2018
	2020			2019
OPERATING EXPENSES
General and administrative expenses	$	1929,~~376,055~~142		$	~~970~~1,~~090~~376,055
Professional fees		~~106~~99,~~681~~563			94106,~~945~~681
Total Operating Expenses		1,~~482~~028,~~736~~705			1,~~065~~482,~~035~~736
LOSS FROM OPERATIONS		(1,~~482~~028,~~736~~705	)		(1,~~065~~482,~~035~~736	)
OTHER EXPENSES
Interest expense		50103,~~141~~517			3850,~~972~~141
Interest expense - loss on change in fair value of convertible debt		13,~~381~~991,~~885~~040			~~308~~1,~~180~~381,885
Interest expense - penalty on convertible debt		~~285~~230,~~750~~942			83285,~~500~~750
Interest expense - loss on change in fair value of warrants		~~13,191~~-			-13,191
Total Other Expense		14,~~730~~325,~~967~~499			~~430~~1,~~652~~730,967
LOSS BEFORE INCOME TAXES		(35,~~213~~354,~~703~~204	)		(13,~~495~~213,~~687~~703	)
NET LOSS	$	(35,~~213~~354,~~703~~204	)	$	(13,~~495~~213,~~687~~703	)
Basic Loss per Common Share	$	(0.01	)	$	(0.0001	)
Weighted Average Common Shares Outstanding, Basic		~~371~~424,~~940~~924,~~721~~258			~~318~~371,~~339~~940,~~344~~721

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

F-4

Table of Contents

MIRAGE ENERGY CORPORATION

Statements of Stockholders’ (Deficit)

															Accumulated
	Common Stock				Preferred Stock							Additional						Accumulated Other			Total
	Common Stock				Preferred Stock				Additional						Other			Total
	Number of Shares		Amount		Number of Shares		Amount		Stock Sub. Rec.			Paid-in Capital			Accumulated (Deficit)			Comprehensive Loss			Stockholders’ (Deficit)
	Number of Shares		Amount		Number of Shares		Amount		Paid-inCapital			Accumulated(Deficit)			ComprehensiveLoss			Stockholders’(Deficit)
Balance - July 31, 2018		342,628,540	$	342,628		10,000,000	$	10,000	$	-		$	580,540		$	(3,339,045	)	$	(100	)	$	(2,405,977	)
Balance - July 31, 2017		310,190,456	$	310,190		10,000,000	$	10,000	$	66,101		$	(1,843,358	)	$	(100	)	$	(1,457,167	)
Common shares issued for conversion of debt and interest		44,658,950		44,660		-		-		-			1,619,269			-			-			1,663,929
Common shares issued for services		1,300,000		1,300		-		-		46,810			-			-			48,110
Sale of common stock		13,598,999		13,598		-		-		-			312,380			-			-			325,978
Common shares issued for conversion of debt and interest		31,088,084		31,088		-		-		442,679			-			-			473,767
Common shares issued for consulting services and fees		6,000,000		6,000		-		-		-			460,800			-			-			466,800
Sale of common stock		50,000		50		-		-		24,950			-			-			25,000
Common stock warrants issued (11/13 & 02/12) and valued		-		-		-		-		-			13,191			-			-			13,191
Net loss		-		-		-		-		-			~~(1,495,687~~-	)		-(3,213,703	)		~~(1,495,687~~-	)		(3,213,703	)
Balance - July 31, 2018		342,628,540	$	342,628		10,000,000	$	10,000	$	580,540		$	(3,339,045	)	$	(100	)	$	(2,405,977	)
Balance - July 31, 2019		406,886,489	$	406,886		10,000,000	$	10,000	$	-		$	2,986,180		$	(6,552,748	)	$	(100	)	$	(3,149,782	)
Common shares issued for conversion of debt and interest		4430,~~658~~579,~~950~~060		4430,~~660~~579		-		-		~~1,619,269~~-			-4,890,892			-			~~1,663,929~~-			4,921,471
Sale of common stock		1317,~~598~~458,~~999~~334		1317,~~598~~459		-		-		~~312~~(20,~~380~~000	)		-721,541			-			~~325,978~~-			719,000
Common shares issued for consulting services and fees		6,000,000		6,000		-		-		460,800			-			-			466,800
Common stock warrants valued at note date		-		-		-		-		-			6,595			-			-			6,595
Common stock warrants issued (11/13 & 02/12) and valued		-		-		-		-		13,191			-			-			13,191
Common shares issued for exercise of warrants		7,806,801		7,807		-		-		-			(7,807	)		-			-			-
Net loss		-		-		-		-		-			~~(3,213,703~~-	)		-(5,354,204	)		~~(3,213,703~~-	)		(5,354,204
Balance - July 31, 2019		406,886,489	$	406,886		10,000,000	$	10,000	$	2,986,180		$	(6,552,748	)	$	(100	)	$	(3,149,782	)
Balance - July 31, 2020		462,730,684	$	462,731		10,000,000	$	10,000	$	(20,000	)	$	8,597,401		$	(11,906,952	)	$	(100	)	$	(2,856,920	)

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

F-5

Table of Contents

MIRAGE ENERGY CORPORATION

Consolidated Statement of Cash Flows

	Year Ended
	July 31,
	2019			2018
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,213,703	)	$	(1,495,687	)
Net (loss)	$	(5,354,204	)	$	(3,213,703	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation expense		1,581			1,581
Financing fees		3038,~~500~~098			-30,500
Loss on change in fair value of convertible debt		13,~~381~~991,~~885~~040			~~308~~1,~~180~~381,885
Loss on change in fair value of warrants		~~13,191~~-			13,191
Penalty on convertible debt		~~285~~230,~~750~~942			83285,~~500~~750
Issuance of stock for services and fees		466,800			48,110
Expenses paid by shareholder		29,642			-
Issuance of stock for services and fees		-			466,800
Changes in operating assets and liabilities:
Prepaid expenses		~~546~~(7,799	)		~~(747~~546	)
Accounts payable and accrued expenses		~~249~~247,~~441~~192			~~288~~249,~~315~~441
Accrued salaries and payroll taxes, related parties		~~448~~(66,~~760~~865	)		~~544~~448,~~750~~760
Net cash used in operating activities		(~~335~~890,~~249~~373	)		(~~221~~335,~~998~~249	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan, related party		-10,100			~~40,100~~-
Repayments of loan, related party		(~~180~~39,~~003~~742	)		(95180,~~398~~003	)
Repayments of loans, convertible note		~~(83,250~~-	)		-(83,250	)
Proceeds from sale of common stock		~~325~~719,~~978~~000			-325,978
Proceeds from convertible debt		~~329~~297,500			~~279~~329,~~000~~500
Net cash provided by financing activities		~~392~~986,~~225~~858			~~223~~392,~~702~~225
Net increase in cash		5696,~~976~~485			156,~~704~~976
Cash and cash equivalents - beginning of period		1370,~~480~~456			1113,~~776~~480
Cash and cash equivalents - end of period	$	70166,~~456~~941		$	1370,~~480~~456
Supplemental Cash Flow Disclosures
Cash paid for interest	$	281,~~145~~533		$	328,~~394~~145
Supplemental Non-Cash Activity Disclosures
Expenses paid by shareholder	$	24,898		$	26,725
Stock issued for convertible debt and interest	$	4,921,471		$	1,663,929
Stock issued for convertible debt and interest	$	1,663,929		$	473,767
Stock exercised for common stock warrants	$	7,807		$	-
Proceeds from sale of common stock paid directly to RP noteholder	$	-		$	25,000
Proceeds from sale of convertible debt paid directly to vendor	$	-		$	20,000
Proceeds from sale of convertible debt paid directly to vendor	$	20,000		$	18,000
Conversion of accounts payable to note payable	$	-		$	77,844

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

F-6

Table of Contents

MIRAGE ENERGY CORPORATION

Notes to the Unaudited Consolidated Financial Statements

July 31, ~~2019~~2020 and ~~2018~~2019

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

~~Leases~~Net Income (Loss) Per Share of Common Stock

InThe ~~February~~Company ~~2016~~has adopted ASC Topic 260, ~~the~~“Earnings ~~FASB~~per ~~issued~~Share,” ~~guidance~~(“EPS”) ~~regarding~~which requires presentation of basic EPS on the ~~accounting~~face of the income statement for ~~leases~~all onentities ~~“Leases”~~with ~~(ASC~~complex ~~842).~~capital ~~The~~structures ~~guidance~~and requires ~~recognition~~a reconciliation of ~~most~~the ~~leases~~numerator onand denominator of the ~~balance~~basic ~~sheet~~EPS ~~and~~computation. toIn ~~disclose~~the ~~key~~accompanying ~~information~~financial ~~about~~statements, ~~leasing~~basic ~~arrangements.~~income ~~The~~(loss) ~~Company~~per ~~has~~share ~~assessed~~is computed by dividing net income (loss) by the ~~impact~~weighted average number of ~~the~~shares ~~office~~of ~~rental~~common ~~lease~~stock asoutstanding ~~immaterial~~during the period. ~~The~~Diluted ~~term~~earnings of(loss) ~~the~~per ~~existing~~share ~~lease~~is oncomputed by dividing net income (loss) by the ~~office~~weighted ~~premises~~average ~~ends~~number ~~June~~of 30common shares outstanding plus common stock equivalents (if dilutive) related to convertible debt, ~~2022~~stock options and warrants for each year. In the period of net loss, diluted EPS calculation is not deemed necessary as the effect would be anti-dilutive.

~~Net~~As ~~Income~~of ~~(Loss)~~July ~~Per~~31, ~~Share~~2020 and July 31, 2019, the Company has convertible notes with a total base principal of ~~Common~~$100,500 and $239,500, respectively, which become convertible in 180 days. There is a potential for 1,416,491 shares if the principal of $100,500 were converted at July 31, 2020. These notes will have a dilutive effect on common stock for the year ended July 31, 2020. The Company has 10,000,000 shares of Mirage’s Series A Preferred Stock which possess 20 votes per share and are convertible into 200,000,000 common shares. As of July 31, 2020, the Company has one common stock purchase warrant open and it has not been exercised. For each warrant, there are 164,062 warrant shares issued and outstanding which upon exercise could potentially be 4,235,111 common stock shares.

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

AsThese offinancial ~~July~~statements ~~31,~~include ~~2019~~the ~~and~~accounts ~~July~~of ~~31, 2018,~~ the Company ~~has~~and ~~convertible~~its ~~notes~~wholly ~~with~~owned ~~a total base principal of $53~~subsidiaries,~~000~~ ~~and~~4Ward ~~$206~~Resources,~~000,~~ ~~respectively, which become convertible in 180 days~~Inc. ~~There is a potential for 5~~,~~054,533~~ ~~shares~~Cenote ~~if the principal of $53~~Energy,~~000~~ ~~were~~S. ~~converted~~de atR.L. ~~July~~de 31C.V., ~~2019.~~WPF ~~These notes will have a dilutive effect on common stock for the year ended July 31~~Transmission, ~~2019~~Inc. ~~The Company has 10~~,~~000,000~~ ~~shares of Mirage’s Series A Preferred Stock which possess 20 votes per share~~ and ~~are~~WPF ~~convertible~~Mexico ~~into 200~~Pipelines,~~000,000~~ ~~common shares~~S. Asde ofR.L. ~~July~~de ~~31,~~C.V. ~~2019,~~All ~~there~~material ~~were~~intercompany ~~328,124~~balances ~~warrants issued~~ and ~~outstanding~~transactions ~~which are equal to 328,124 shares which~~ have ~~not~~ been ~~exercised~~eliminated.

~~Basis~~F-7 Table of ~~Consolidation~~Contents

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

FIn accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of intangibles subject to amortization and long-7lived ~~Table~~assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of ~~Contents~~an asset may not be recoverable. Intangible assets are amortized over their estimated useful lives. Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.

~~Long~~Use ~~Lived~~of ~~Assets~~Estimates

InThe ~~accordance~~preparation ~~with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value~~ of ~~intangibles~~financial ~~subject~~statements toin ~~amortization~~conformity ~~and~~with ~~long-lived~~accounting ~~assets~~principles ~~for~~generally ~~impairment~~accepted ~~at least annually or whenever events or changes~~ in ~~circumstances indicate that~~ the ~~carrying~~United ~~amount~~States of anAmerica ~~asset~~requires ~~may~~management ~~not~~to bemake ~~recoverable.~~estimates ~~Intangible~~and ~~assets~~assumptions ~~are~~that ~~amortized~~affect ~~over~~the ~~their~~reported ~~estimated~~amounts ~~useful lives. Recoverability~~ of ~~long-lived~~ assets isand ~~measured~~liabilities byand ~~comparison~~disclosure of ~~its~~contingent ~~carrying~~assets ~~amount~~and toliabilities at the ~~undiscounted~~date ~~cash~~of ~~flows that~~ the ~~asset~~financial ~~or asset group is expected to generate~~statements. IfThe ~~such~~estimates ~~assets~~and ~~are~~judgments ~~considered~~will toalso beaffect ~~impaired,~~ the ~~impairment~~reported toamounts befor ~~recognized~~certain isrevenues ~~measured~~and byexpenses ~~the~~during ~~amount by which~~ the ~~carrying~~reporting ~~amount~~period. ofActual ~~the~~results ~~property,~~could ifdiffer ~~any,~~from ~~exceeds~~these ~~its~~good ~~fair~~faith ~~market~~estimates ~~value~~and judgments.

~~Use~~Cash ofand ~~Estimates~~Cash Equivalents

~~The~~Cash ~~preparation~~and ofcash ~~financial~~equivalents ~~statements~~include cash in ~~conformity~~banks, ~~with~~money ~~accounting~~market ~~principles~~funds, ~~generally~~and ~~accepted~~certificates inof ~~the~~term ~~United~~deposits ~~States~~with maturities of ~~America~~less ~~requires~~than ~~management~~three tomonths ~~make~~from ~~estimates~~inception, ~~and~~which ~~assumptions~~are ~~that~~readily ~~affect~~convertible ~~the~~to ~~reported~~known amounts of ~~assets~~cash and ~~liabilities~~which, ~~and~~in ~~disclosure~~the opinion of ~~contingent~~management, ~~assets~~are ~~and~~subject ~~liabilities~~to atan ~~the~~insignificant ~~date~~risk of ~~the~~loss ~~financial~~in ~~statements~~value. The ~~estimates~~Company ~~and~~had ~~judgments~~$166,941 ~~will~~and ~~also~~$70,456 ~~affect~~in ~~the~~cash ~~reported~~at ~~amounts~~July ~~for~~31, ~~certain~~2020 ~~revenues~~ and ~~expenses~~2019, ~~during the reporting period~~respectively. ~~Actual results could differ from these good faith estimates and judgments.~~

~~Cash~~Convertible ~~and Cash Equivalents~~Debt

~~Cash~~The ~~and~~Company ~~cash~~follows ~~equivalents~~ASC ~~include~~480-10, ~~cash~~Distinguishing Liabilities from Equity (“ASC 480-10”) in ~~banks~~its evaluation of the accounting for a hybrid instrument. A financial instrument that embodies an unconditional obligation, ~~money~~or ~~market~~a ~~funds~~financial instrument other than an outstanding share that embodies a conditional obligation, ~~and~~that ~~certificates~~the ofissuer ~~term~~must ~~deposits~~or ~~with~~may ~~maturities~~settle by issuing a variable number of ~~less~~its ~~than~~equity ~~three~~shares ~~months~~shall ~~from~~be classified as a liability (or an asset in some circumstances) if, at inception, ~~which~~the ~~are~~monetary ~~readily~~value ~~convertible~~of tothe ~~known~~obligation ~~amounts~~is based solely or predominantly on any one of ~~cash~~the ~~and~~following: ~~which,~~(a) a fixed monetary amount known at inception; (b) variations in something other than the ~~opinion~~fair value of ~~management,~~the ~~are~~issuer’s ~~subject~~equity toshares; anor ~~insignificant~~(c) ~~risk~~variations ofinversely ~~loss~~related to changes in the fair value of the issuer’s equity shares. ~~The~~Hybrid ~~Company~~instruments ~~had~~meeting ~~$70,456~~these criteria are not further evaluated for any embedded derivatives and ~~$13,480~~are incarried ~~cash~~as a liability at ~~July~~fair ~~31,~~value ~~2019~~at ~~and~~each ~~2018,~~balance ~~respectively~~sheet date with remeasurements reported in interest expense in the accompanying Consolidated Statements of Operations.

~~Convertible~~Financial ~~Debt~~Instruments

The Company’s ~~follows~~notes that have become convertible are subject to ASC Topic 480~~-10~~, “Distinguishing Liabilities from Equity,” as the debt is a mostly fixed amount to be settled with a variable number of shares.

~~Financial~~The ~~Instruments~~Company follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The ~~Company~~three ~~follows~~levels ~~ASC~~of ~~820, “Fair Value Measurements and Disclosures”, which defines fair value as~~ the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy ~~that~~are ~~distinguishes~~described between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).below:

~~The~~Level ~~three levels of the fair value hierarchy are described below:~~1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level ~~1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.~~2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

~~Level~~F-8 3Table ~~applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement~~ of ~~the fair value of the assets or liabilities.~~Contents

~~F-8~~Concentrations ~~Table~~ of ~~Contents~~Credit Risk

~~Concentrations~~The Company’s financial instruments that are exposed to concentrations of ~~Credit~~credit ~~Risk~~risk primarily consist of its cash and cash equivalents, accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company evaluates the collectability of its accounts receivable on an on-going basis and request deposits whenever it is necessary. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents, accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company evaluates the collectability of its accounts receivable on an onShare-~~going~~based basis and request deposits whenever it is necessary. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.Expenses

ASC 718 “Compensation - Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based ~~Expenses~~payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

~~ASC~~The ~~718~~Company ~~“Compensation~~accounts for stock-based ~~Stock~~compensation ~~Compensation”~~issued ~~prescribes~~to ~~accounting~~non-employees and ~~reporting~~consultants ~~standards for all share-based payment transactions~~ in ~~which~~accordance ~~employee~~with ~~services~~the ~~are~~provisions ~~acquired.~~of ~~Transactions~~ASC ~~include incurring liabilities~~505-50, or“Equity ~~issuing~~- orBased ~~offering~~Payments to ~~issue~~Non-Employees.” ~~shares,~~Measurement ~~options,~~of ~~and~~share-based ~~other~~payment ~~equity~~transactions ~~instruments~~with ~~such~~non-employees asis ~~employee stock ownership plans and stock appreciation rights. Share-~~based ~~payments~~on tothe ~~employees,~~fair ~~including~~value ~~grants~~ of ~~employee~~whichever ~~stock~~is ~~options,~~more ~~are~~reliably ~~recognized~~measurable: as(a) ~~compensation~~the ~~expense~~goods inor ~~the~~services ~~financial~~received; ~~statements~~or ~~based~~(b) onthe ~~their~~equity ~~fair~~instruments ~~values~~issued. ~~That~~The ~~expense~~fair isvalue ~~recognized~~of ~~over~~ the ~~period~~share-based ~~during~~payment ~~which~~transaction ~~an employee~~ is ~~required~~determined toat ~~provide services in exchange for~~ the ~~award,~~earlier ~~known~~of asperformance ~~the~~commitment ~~requisite~~date ~~service~~or ~~period~~performance ~~(usually~~completion ~~the vesting period)~~date.

~~The~~Consultant ~~Company accounts for stock~~share-based compensation ~~issued~~was topaid ~~non-employees and consultants~~ in ~~accordance with~~ the ~~provisions~~amount of ~~ASC 505-50~~$466,800 ~~“Equity~~in -2019 ~~Based~~and ~~Payments~~$0 toin ~~Non-Employees~~2020.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

~~Consultant~~Deferred ~~share-based~~Income ~~compensation~~Taxes ~~was paid in the amount of $48,110 in 2018~~ and ~~$466,800~~Valuation ~~in 2019.~~Allowance

~~Deferred~~The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and ~~Valuation~~liability ~~Allowance~~method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of July 31, 2020 and 2019.

~~The~~Related Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of July 31, 2019 and 2018. Parties

The Company follows ASC 850, “Related ~~Parties~~Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

~~The~~Commitments ~~Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties~~ and ~~disclosure of related party transactions.~~Contingencies

~~Commitments~~The ~~and~~Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no contingencies as of July 31, 2020.

~~The~~Future ~~Company~~obligations ~~follows ASC 450-20, Loss Contingencies, to report accounting~~ for ~~contingencies.~~the ~~Liabilities~~rent ~~for~~of ~~loss~~the ~~contingencies~~office ~~arising~~lease ~~from~~as ~~claims,~~of ~~assessments,~~July ~~litigation~~31, ~~fines~~2020 and ~~penalties~~2019 ~~and~~were ~~other~~$162,736 ~~sources are recorded when it is probable that a liability has been incurred~~ and ~~the amount of the assessment can be reasonably estimated. There were no contingencies as of July 31~~$247,432, ~~2019~~respectively.

~~Future~~F-9 ~~obligations~~Table ~~for the rent~~ of ~~the office lease as of July 31, 2019 and 2018 were $247,432 and $83,045, respectively.~~Contents

~~F-9 Table of Contents~~Reclassifications

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

~~Certain~~Recent ~~prior~~Accounting ~~year amounts have been reclassified to conform with the current year presentation.~~ Pronouncements

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

InNOTE ~~February~~3 ~~2016, the FASB issued ASU 2016~~-~~02,~~ ~~Leases,~~GOING which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company has reviewed these provisions and will apply our next fiscal year which begins August 1, 2019. CONCERN

~~NOTE~~The 3Company’s -financial ~~GOING~~statements ~~CONCERN~~are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had a net loss of $5,354,204 and had net cash used in operations of $890,373 for the year ended July 31, 2020 and had an accumulated deficit and working capital deficit of $11,906,952 and $2,864,056 at that date. The Company has not established an ongoing source of revenues sufficient to cover its operating cost and requires additional capital to commence its operating plan. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

~~The~~In ~~Company’s~~order ~~financial~~to ~~statements~~continue ~~are~~as ~~prepared using accounting principles generally accepted in the United States of America applicable to~~ a going concern, ~~which contemplates~~ the ~~realization of assets and liquidation of liabilities in the normal course of business. The~~ Company ~~had~~will aneed, ~~net~~among ~~loss~~other ~~of $3~~things,~~213,703~~ ~~and~~additional ~~had~~capital ~~net~~resources. ~~cash~~Management’s ~~used~~plan into ~~operations~~obtain ofsuch ~~$335,249~~resources for the ~~year~~Company ~~ended~~may ~~July 31~~include, ~~2019~~but ~~and~~not ~~had~~be anlimited ~~accumulated~~to: ~~deficit~~sales ~~and~~of ~~working~~equity ~~capital~~instruments; ~~deficit~~traditional ~~of $6~~financing,~~552,748~~ ~~and~~such ~~$3,158,670~~as atloans; ~~that~~sale ~~date.~~of ~~The~~participation ~~Company~~interests ~~has~~and ~~not~~obtaining ~~established~~capital anfrom ~~ongoing~~management ~~source~~and ofsignificant ~~revenues~~stockholders sufficient to ~~cover~~meet its minimal operating ~~cost~~expenses. However, ~~and~~management ~~requires~~cannot ~~additional~~provide ~~capital~~any toassurance ~~commence~~that ~~its operating plan. If~~ the Company iswill ~~unable to obtain adequate capital, it could~~ be ~~forced~~successful toin ~~cease~~accomplishing ~~operations.~~any ~~These~~of ~~factors raise substantial doubt about~~ its ~~ability to continue as a going concern~~plans.

InThere ~~order~~is tono ~~continue~~assurance asthat ~~a going concern,~~ the Company will ~~need,~~be ~~among~~able ~~other~~to ~~things,~~obtain sufficient additional ~~capital~~funds ~~resources.~~when ~~Management’s~~needed ~~plan~~or tothat ~~obtain~~ such ~~resources~~funds, ~~for~~if ~~the Company may include~~available, ~~but~~will ~~not~~ be ~~limited~~obtainable ~~to:~~on ~~sales~~terms ofsatisfactory ~~equity~~to ~~instruments;~~the ~~traditional~~Company. ~~financing~~In addition, ~~such~~profitability aswill ~~loans;~~ultimately ~~sale~~depend ofupon ~~participation~~the ~~interests~~level ~~and~~of ~~obtaining~~revenues ~~capital~~received from ~~management~~business ~~and~~operations. ~~significant~~However, ~~stockholders~~there ~~sufficient~~is tono ~~meet~~assurance ~~its~~that ~~minimal~~the ~~operating~~Company ~~expenses~~will attain profitability. ~~However,~~The ~~management~~accompanying ~~cannot~~financial ~~provide~~statements do not include any ~~assurance~~adjustments that might be necessary if the Company ~~will~~is beunable ~~successful~~to incontinue ~~accomplishing~~as ~~any~~a ofgoing ~~its plans~~concern.

~~There~~F-10 isTable no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.Contents

NOTE 4 - DEBT

As of July 31, ~~2019~~2020, the number of shares of common stock that can be issued for convertible debt as per Note 10 - Subsequent Events are 42,~~830~~564,~~016~~695. The other notes were not convertible at July 31, ~~2019~~2020 have not been converted.

For the year ended July 31, ~~2019~~2020, the Company received proceeds of $~~329~~297,500 from convertible notes, which was net of $30,500 in fees deducted and ~~$20,000 paid directly to the vendor, and~~ converted $14,~~663~~921,~~929~~471 of convertible notes and interest. There was a $13,~~381~~991,~~885~~040 loss ~~due~~on to change in fair value of convertible debt ~~and a $13,191 loss due to change in fair value of warrants~~. For the year ended July 31, 2018, the Company received $279,000 from convertible notes, which was net of $16,000 in fees deducted and $18,500 paid directly to the vendor, and converted $473,767 of convertible notes and interest. There was a $308,180 loss due to change in fair value of convertible debt.

AFor ~~summary~~the ofyear ~~debt~~ended at July 31, 2019, the Company received proceeds of $329,500 from convertible notes, which was net of $30,500 in fees deducted and ~~July~~$20,000 31paid directly to the vendor, ~~2018~~and isconverted as$1,663,929 ~~follows:~~of convertible notes and interest. There was a $1,381,885 loss due to change in fair value of convertible debt and a $13,191 loss due to change in fair value of warrants.

	July 31,		July 31,
	2019		2018
Notes payables related party, unsecured, interest bearing at 5% rate per annum, on demand	$	-	$	152,876
Note, unsecured interest bearing at 2% per annum, due July 9, 2020		50,000		50,000
Note, unsecured interest bearing at 7.5% per annum, due April 15, 2018. This was an accounts payable bill that was converted to a loan as per Note 9 Commitments and Contingencies. This note is now in default as of April 16, 2018 and has a default interest of 17.5%		77,844		77,844

A summary of debt at July 31, 2020 and July 31, 2019 is as follows:

F-10 Table of Contents

	July 31,		July 31,
	2020		2019
Note, unsecured interest bearing at 2% per annum, due July 9, 2020	$	50,000	$	50,000
Note, unsecured interest bearing at 7.5% per annum, due April 15, 2018. This was an accounts payable bill that was converted to a loan as per Note 9 Commitments and Contingencies. This note is now in default as of April 16, 2018 and has a default interest of 17.5%.		77,844		77,844
Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 12, 2018 in the amount of $18,000 with fees of $0 and cash proceeds of $18,000 which was paid directly to the vendor in the year ended July 31, 2018, convertible at December 9, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of March 30, 2019. This note became convertible on December 9, 2018. This note defaulted on November 14, 2018 and a default penalty of $9,000 was added to the note for a total of $27,000 and incurred default interest rate of 22%. The convertible note had a net change in fair value of $14,672.		69,374		54,702
Convertible debenture, unsecured, interest bearing at 10% per annum, issued November 13, 2018 in the aggregate principal amount of $105,000 and total cash proceeds of $90,000 to be funded in three (3) tranches. The principal sum due shall be prorated based on the consideration actually paid. For each tranche paid, the Company will have to provide 164,062 warrant shares for holder to purchase for a total of 492,186 warrants which are equal to 492,186 shares. During the 3rd Quarter Ended April 30, 2019, the second tranche of $35,000 was received with fees of $5,000 and cash proceeds of $30,000. The Holder shall have the right at any time to convert all or any part of outstanding and unpaid principal amount. The conversion price is the lessor of lowest traded price and lowest closing bid price with a 45% discount during the previous twenty-five (25) trading day period ending on the last complete trading day prior to the conversion dates, maturity date for first tranche of November 13, 2019. This note defaulted on November 14, 2018 and a default penalty of $17,500 was added to the note for a total of $52,500 and incurred default interest rate of 15%. Also, an additional 25% discount for a total of 70% discount must be factored in the conversion price until this note is no longer outstanding. The Company received a notice of default dated May 23, 2019. During the 4th Quarter Ended July 31, 2019, $71,000 of the first tranche plus $5,250 in interest was converted and the Company issued 5,543,830 shares of common stock with a fair value of $401,538. During the conversion on Crown’s first tranche, $1,000 penalty was added on the first conversion date of 05/24/19 and a duplicate $17,500 penalty was converted by the final conversion date 07/31/19. During the 1^st Quarter ended October 31, 2019, the third and final tranche of $35,000 was received with fees of $5,000 and cash proceeds of $30,000. Also, $53,000 of the second tranche plus $5,250 in interest was converted on August 16, 2019 and the Company issued 4,830,016 shares of common stock with a fair value of $320,813. The first two tranches of the convertible note had a net change in fair value of $519,406 for year ended July 31, 2019. The third tranche was convertible on January 27, 2020. A default penalty of $17,500 was added to the note for a total of $56,500. Lastly, $53,000 of the third tranche plus $3,500 in interest was converted on July 15, 2020 and the Company issued 3,165,266 shares of common stock with a fair value of $430,532. The second tranche had a net change in fair value of $(19,239) and the third tranche had a net change in fair value of $377,532 for the year ended July 31, 2020.		-		339,552

Convertible debenture, unsecured, interest bearing at 12% per annum, issued August 22, 2017 in the amount of $38,000 with fees of $3,000 and cash proceeds of $35,000, convertible at February 18, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of May 30, 2018. This note defaulted on November 15, 2017 and a default penalty of $19,000 was added to the note for a total of $57,000 and incurred default interest rate of 22%. During March and May 2018, $57,000 of this debt plus $2,280 in interest was converted and the Company issued 9,971,847 shares of common stock with a fair value of $134,113 in payment leaving no balance due. The convertible note had a net change in fair value of $74,833.	-	-
Convertible debenture, unsecured, interest bearing at 12% per annum,, issued December 4, 2017 in the amount of $53,000 with fees of $3,000 and cash proceeds of $50,000, convertible at June 2, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of September 15, 2018. This note defaulted on March 25, 2018 and a default penalty of $26,500 was added to the note for a total of $79,500 and incurred default interest rate of 22%. During June and July 2018 $79,500 of this debt plus $5,033 in interest was converted and the Company issued 11,813,920 shares of common stock with a fair value of $190,872 in payment leaving no balance due. The convertible note had a net change in fair value of $106,339.	-	-
Convertible debenture, unsecured, interest bearing at 12% per annum, issued January 5, 2018 in the amount of $75,000 with an original issue discount of $2,000 and cash proceeds of $73,000 during the year ended July 31, 2018, convertible at July 4, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of January 5, 2019. During September 2018, $25,000 of this debt was converted and the Company issued 3,223,726 shares of common stock with a fair value of $49,968 in payment leaving a principal balance of $30,000. This note defaulted in November 2018 and a default penalty of $144,000 was added to the note for a total of $219,000. During February and March 2019, $174,000 of this debt plus $6,148 in interest was converted and the Company issued 13,967,264 shares of common stock with a fair value of $553,734. The convertible note had a net change in fair value of $305,028.	-	104,706
Convertible debenture, unsecured, interest bearing at 12% per annum, issued February 26, 2018 in the amount of $43,000 with fees of $3,000 and cash proceeds of $40,000 during the year ended July 31, 2018, convertible at August 25, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of November 30, 2018. This note defaulted on March 25, 2018 and a default penalty of $21,500 was added to the note for a total of $64,500 during the year ended July 31, 2018 and incurred default interest rate of 22%. During August and September 2018, $64,500 of this debt plus $2,580 in interest was converted and the Company issued 8,467,776 shares of common stock with a fair value of $167,534 in payment leaving no balance due. The convertible note had a net change in fair value principal of $103,034 and a net change in fair value accrued interest of $2,077.	-	64,500
Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 12, 2018 in the amount of $32,000 with fees of $2,000, cash proceeds of $28,200 and disbursement of $1,800, convertible at December 9, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of March 30, 2019. This note became convertible on December 9, 2018. This note defaulted on November 14, 2018 and a default penalty of $16,000 was added to the note for a total of $48,000 and incurred default interest rate of 22%. During February 2019, $48,000 of this debt plus $1,920 in interest was converted and the Company issued 3,081,482 shares of common stock with a fair value of $147,531 in payment leaving no balance due. The convertible note had a net change in fair value of $99,531.	-	32,000
Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 12, 2018 in the amount of $18,000 with fees of $0 and cash proceeds of $18,000 which was paid directly to the vendor in the year ended July 31, 2018, convertible at December 9, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of March 30, 2019. This note became convertible on December 9, 2018. This note defaulted on November 14, 2018 and a default penalty of $9,000 was added to the note for a total of $27,000 and incurred default interest rate of 22%. The convertible note had a net change in fair value of $27,702.	54,702	18,000
Convertible debenture, unsecured, interest bearing at 12% per annum,, issued July 10, 2018 in the amount of $38,000 with fees of $3,000 and cash proceeds of $35,000 during the year ended July 31, 2018, convertible at January 6, 2019 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of April 30, 2019. This note becomes convertible on January 6, 2019. This note defaulted on November 14, 2018 and a default penalty of $19,000 was added to the note for a total of $57,000 and incurred default interest rate of 22%. During February 2019, $57,000 of this debt plus $2,280 in interest was converted and the Company issued 3,207,302 shares of common stock with a fair value of $113,047. The convertible note had a net change in fair value of $56,047.	-	38,000

F-11

Table of Contents

F-11 Table of Contents

Convertible debenture, unsecured, interest bearing at 12% per annum, issued May 1, 2019 in the amount of $103,500 with fees of $3,500, cash proceeds of $100,000, convertible at October 28, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of February 28, 2020. This note was convertible on October 28, 2019. The note defaulted on November 16, 2019 and a default penalty of $51,750 was added to the note and incurred default interest rate of 22%. During May 2020, $103,500 of this debt plus $6,210 in interest was converted and the Company issued 5,919,247 shares of common stock with a fair value of $327,743 in payment leaving no balance due. The convertible note had a net change in fair value of $172,493.		-		103,500
Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 27, 2019 in the amount of $83,000 with fees of $3,000, cash proceeds of $80,000, convertible at December 24, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of April 15, 2020. This note becomes convertible on December 24, 2019. The note defaulted on November 16, 2019 and a default penalty of $41,500 was added to the note and incurred default interest rate of 22%. During June 2020, $83,000 of this debt plus $14,767 in interest was converted and the Company issued 5,936,367 shares of common stock with a fair value of $1,910,486 in payment leaving no balance due. The convertible note had a net change in fair value of $1,785,986.		-		83,000
Convertible debenture, unsecured, interest bearing at 12% per annum, issued August 12, 2019 in the amount of $73,000 with fees of $3,000, cash proceeds of $70,000, convertible at February 8, 2020 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of May 30, 2020. This note was convertible on February 8, 2020. The note defaulted on November 16, 2019 and a default penalty of $36,500 was added to the note and incurred default interest rate of 22%. During July 2020, $73,000 of this debt plus $12,935 in interest was converted and the Company issued 1,774,519 shares of common stock with a fair value of $227,073 in payment leaving no balance due. The convertible note had a net change in fair value of $117,573.		-		-
Convertible debenture, unsecured, interest bearing at 12% per annum, issued September 24, 2019 in the amount of $55,000 with fees of $3,000, cash proceeds of $52,000, convertible at March 22, 2020 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of July 15, 2020. This note became convertible on March 22, 2020. During July 2020, $55,000 of this debt plus $3,300 in interest was converted and the Company issued 934,923 shares of common stock with a fair value of $116,144 in payment leaving no balance due. The convertible note had a net change in fair value of $61,144.		-		-
Convertible debenture, unsecured, interest bearing at 8% per annum, issued September 12, 2019 in the amount of $82,500 with fees of $9,500 and cash proceeds of $73,000, convertible at March 10, 2020 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of July 12, 2020. This note was convertible on March 10, 2020. The note defaulted on November 16, 2019 and a default penalty of $83,692 was added to the note and incurred default interest rate of 24%. The convertible note had a net change in fair value of $129,477.		211,977		-
Convertible debenture, unsecured, interest bearing at 8% per annum, issued September 12, 2019 in the amount of $82,500 with fees of $9,500 and cash proceeds of $73,000, convertible at March 10, 2020 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date; maturity date of July 12, 2020. This note was convertible on March 10, 2020. The note defaulted on November 16, 2019 and a default penalty of $83,692 was added to the note and incurred default interest rate of 24%. During July 2020, $82,500 of this debt plus $27,861 in interest was converted and the Company issued 8,018,722 shares of common stock with a fair value of $1,074,752 in payment leaving no balance due. The convertible note had a net change in fair value of $908,560.		-		-
Remaining unpaid portion due AT&T regarding cell phone installments		1,234		1,063
Total Debt		410,429		709,661
Less: Current Maturities		409,195		708,598
Total Long-Term Debt	$	1,234	$	1,063

Convertible debenture, unsecured, interest bearing at 12% per annum, issued August 6, 2018 in the amount of $35,000 with fees of $3,000, cash proceeds of $32,000, convertible at February 2, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of May 30, 2019. This note becomes convertible on February 2, 2019. This note defaulted on November 14, 2018 and a default penalty of $17,500 was added to the note for a total of $52,500 and incurred default interest rate of 22%. During February 2019, $52,500 of this debt plus $2,100 in interest was converted and the Company issued 3,689,190 shares of common stock with a fair value of $121,612. The convertible note had a net change in fair value of $69,112.	-	-
Convertible debenture, unsecured, interest bearing at 12% per annum,, issued August 27, 2018 in the amount of $33,000 with fees of $3,000 and cash proceeds of $30,000, convertible at February 23, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of June 15, 2019. This note becomes convertible on February 23, 2019. This note defaulted on November 14, 2018 and a default penalty of $16,500 was added to the note for a total of $49,500 and incurred default interest rate of 22%. During March 2019, $49,500 of this debt plus $1,980 in interest was converted and the Company issued 3,478,380 shares of common stock with a fair value of $172,162. The convertible note had a net change in fair value of $122,662.	-	-
Convertible debenture, unsecured, interest bearing at 12% per annum, issued September 20, 2018 in the amount of $33,000 with fees of $3,000 and cash proceeds of $30,000, convertible at March 19, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of July 15, 2019. This note becomes convertible on March 19, 2019. This note defaulted on November 14, 2018 and a default penalty of $16,500 was added to the note for a total of $49,500 and incurred default interest rate of 22%. This note was repaid on March 6, 2019 directly to holder.	-	-
Convertible debenture, unsecured, interest bearing at 12% per annum, issued October 25, 2018 in the amount of $10,500 with fees of $500 and cash proceeds of $10,000 which was paid directly to the vendor, convertible at April 23, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of August 15, 2019. This note becomes convertible on April 23, 2019. This note defaulted on November 14, 2018 and a default penalty of $5,250 was added to the note for a total of $15,750 and incurred default interest rate of 22%. This note was repaid on April 22, 2019 directly to holder.	-	-
Convertible debenture, unsecured, interest bearing at 10% per annum, issued November 13, 2018 in the aggregate principal amount of $105,000 and total cash proceeds of $90,000 to be funded in three (3) tranches. The principal sum due shall be prorated based on the consideration actually paid. For each tranche paid, the Company will have to provide 164,062 warrant shares for holder to purchase for a total of 492,186 warrants which are equal to 492,186 shares. During the 3rd Quarter Ended April 30, 2019, the second tranche of $35,000 was received with fees of $5,000 and cash proceeds of $30,000. The Holder shall have the right at any time to convert all or any part of outstanding and unpaid principal amount. The conversion price is the lessor of lowest traded price and lowest closing bid price with a 45% discount during the previous twenty-five (25) trading day period ending on the last complete trading day prior to the conversion dates, maturity date for first tranche of November 13, 2019. This note defaulted on November 14, 2018 and a default penalty of $17,500 was added to the note for a total of $52,500 and incurred default interest rate of 15%. Also, an additional 25% discount for a total of 70% discount must be factored in the conversion price until this note is no longer outstanding. The Company received a notice of default dated May 23, 2019. During the 4th Quarter Ended July 31, 2019, $71,000 of the first tranche plus $5,250 in interest was converted and the Company issued 5,543,830 shares of common stock with a fair value of $401,538. During the conversion on Crown’s first tranche, $1,000 penalty was added on the first conversion date of 05/24/19 and a duplicate $17,500 penalty was converted by the final conversion date 07/31/19. The two tranches of the convertible note had a net change in fair value of $519,406.	339,552	-

F-12

Table of Contents

~~F-12~~NOTE ~~Table~~5 of- ~~Contents~~EQUITY

Convertible debenture, unsecured, interest bearing at 12% per annum, issued December 28, 2018 in the amount of $12,000 with fees of $2,000 and cash proceeds of $10,000 which was paid directly to the vendor, convertible at June 26, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest closed trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of October 30, 2019. This note becomes convertible on June 26, 2019. This note defaulted on November 14, 2018 and a default penalty of $6,000 was added to the note for a total of $18,000 and incurred default interest rate of 22%. This note was repaid on June 27, 2019 directly to holder.		-		-
Convertible debenture, unsecured, interest bearing at 12% per annum, issued May 1, 2019 in the amount of $103,500 with fees of $3,500, cash proceeds of $100,000, convertible at October 28, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of February 28, 2020. This note becomes convertible on October 28, 2019.		103,500		-
Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 27, 2019 in the amount of $83,000 with fees of $3,000, cash proceeds of $80,000, convertible at December 24, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of April 15, 2020. This note becomes convertible on December 24, 2019.		83,000		-
Loan payable related party, unsecured, non-interest bearing, on demand		-		2,229
Remaining unpaid portion due AT&T regarding cell phone installments		1,063		-
Total Debt		709,661		540,155
Less: Current Maturities		708,598		490,155
Total Long-Term Debt	$	1,063	$	50,000

Authorized Stock

~~NOTE~~The 5Company -has ~~EQUITY~~authorized 900,000,000 common shares with a par value of $0.001 per share. The Company also designated 10,000,000 shares of Series A Preferred Stock with a par value of $0.001 per share which were issued to Mr. Michael Ward on January 23, 2017. There are 10,000,000 shares of preferred stock that are convertible into 200,000,000 shares of common stock.

~~Authorized~~Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. Each share of Series A Preferred Stock has the right to be converted into twenty (20) shares of our Common Stock. Holders of Series A Preferred Stock have the right to vote such shares on an “as converted” basis, unless and until such shares are converted into shares of Common Stock.

~~The~~Common ~~Company~~Shares has authorized 900,000,000 common shares with a par value of $0.001 per share. The Company also designated 10,000,000 shares of Series A Preferred Stock with a par value of $0.001 per share which were issued to Mr. Michael Ward on January 23, 2017. There are 10,000,000 shares of preferred stock that are convertible into 200,000,000 shares of common stock.

~~Each~~For ~~common share entitles~~ the ~~holder~~year toended ~~one~~July ~~vote~~31, ~~in person or proxy~~2020, onthe ~~any~~Company ~~matter~~issued on30,579,060 ~~which~~shares ~~action~~ of ~~the~~common ~~stockholders~~stock offor ~~the~~conversion ~~corporation is sought. Each share~~ of ~~Series~~convertible Anotes, ~~Preferred~~totaling ~~Stock~~$790,266 ~~has~~with ~~the~~a ~~right~~fair tovalue ~~be converted into twenty (20) shares~~ of ~~our~~$4,407,546 ~~Common~~for ~~Stock. Holders of Series A Preferred Stock have~~ the ~~right~~debt toand ~~vote~~a ~~such~~fair ~~shares~~value onof ~~an “as converted” basis~~$513,925 ~~unless~~for ~~and~~the ~~until~~interest ~~such~~totaling ~~shares are converted into shares of Common Stock~~$4,921,471.

~~Common~~For ~~Shares~~the period ended July 31, 2020, the Company sold 17,458,334 shares of common stock to investors for cash proceeds of $719,000 and stock subscription receivable of $20,000.

~~For the year ended July 31~~Also, ~~2019,~~ the Company issued ~~44,658,950~~a ~~shares~~total of ~~common stock for conversion of convertible notes~~7, ~~totaling $1~~806,~~663,929.~~801 ~~For the period ended July 31, 2019, the Company sold 13,598,999~~ shares of common stock toas ~~investors~~a ~~for~~cashless ~~cash~~exercise ~~proceeds~~ of ~~$325,978. For the period ended July 31, 2019, the Company issued 6,000,000 shares of~~ common stock aswarrants. ~~compensation~~On toOctober ~~consultants in the amount of $460~~16,~~800.~~ ~~For~~2019 ~~the~~and ~~year~~February ~~ended July 31~~10, ~~2018~~2020, ~~the~~Crown ~~Company~~Bridge ~~issued 31~~Partners,~~088,084~~ ~~shares~~LLC ofexercised ~~common~~the ~~stock~~right ~~for~~to ~~conversion~~purchase ~~of convertible notes~~3, ~~totaling $473~~696,~~767.~~973 ~~For~~and ~~the period ended July 31~~4, ~~2018~~109,828 ~~the Company sold 50,000~~ shares of common stock, ~~to investors for cash proceeds of $25~~respectively,~~000.~~ ~~For~~per the ~~period~~Common ~~ended~~Stock ~~July~~Warrants ~~31,~~that ~~2018,~~were ~~the Company~~ issued ~~1,300,000~~with ~~shares of common stock as compensation to consultants and directors in~~ the ~~amount~~November ~~of $48~~13,~~110.~~ ~~Below~~2018 ~~you will find the individual transactions for the year ended July 31, 2019:~~note.

On August 285, ~~2018~~2019, ~~Power~~Crown UpBridge ~~Lending~~Partners, ~~Group~~LLC ~~Ltd~~funded ~~converted~~a ~~principal~~third intranche ~~the amount~~ of $2035,000 ofand ~~the~~in ~~$43,000~~addition ~~note~~the ~~issued~~Company ~~February~~will ~~26,~~have ~~2018 that was defaulted~~ to ~~$64,500~~provide ~~for 2~~164,~~702,703~~062 warrant shares offor ~~common~~holder ~~stock~~to purchase.

OnFor ~~August~~the year ended July 31, ~~2018~~2019, ~~Power~~the UpCompany ~~Lending~~issued ~~Group~~44,658,950 ~~Ltd~~shares ~~converted~~of ~~principal~~common instock for conversion of convertible notes, totaling $1,663,929. For the ~~amount~~period ended July 31, 2019, the Company sold 13,598,999 shares of common stock to investors for cash proceeds of $15325,978. For the period ended July 31, 2019, the Company issued 6,000,000 shares of common stock as compensation to consultants in the amount of $43460,~~000~~800. ~~note~~For ~~issued~~the ~~February~~year 26ended July 31, 2018, ~~that~~the ~~was~~Company ~~defaulted~~issued to31,088,084 shares of common stock for conversion of convertible notes, totaling $64473,~~500~~767. For the period ended July 31, 2018, the Company sold 50,000 shares of common stock to investors for 2cash proceeds of $25,000. For the period ended July 31, 2018, the Company issued 1,300,000 shares of common stock as compensation to consultants and directors in the amount of $48,110. Below you will find the individual transactions for the year ended July 31, 2019:

On ~~September~~August 528, 2018, Power Up Lending Group Ltd converted principal in the amount of $1520,000 of the $43,000 note issued February 26, 2018 that was defaulted to $64,500 for 12,~~948~~702,~~052~~703 shares of common stock.

~~F-13~~On ~~Table~~August 31, 2018, Power Up Lending Group Ltd converted principal in the amount of ~~Contents~~$15,000 of the $43,000 note issued February 26, 2018 that was defaulted to $64,500 for 2,000,000 shares of common stock.

On September 105, 2018, Power Up Lending Group Ltd converted ~~the remaining~~ principal in the amount of $1415,~~500~~000 of the $43,000 note issued February 26, 2018 that was defaulted to $64,500 for 1,~~542~~948,~~553~~052 shares of common stock ~~along with $2,580 of accrued interest for 274,468 shares of common stock~~.

On September 1110, 2018, ~~JSJ~~Power ~~Investments,~~Up ~~Inc.~~Lending Group Ltd converted the remaining principal in the amount of $2514,~~000~~500 of the $7543,000 note issued ~~January~~February 526, 2018 that was defaulted to $64,500 for 31,~~223~~542,~~726~~553 shares of common stock along with $2,580 of accrued interest for 274,468 shares of common stock.

On ~~January~~September 711, ~~2019~~2018, ~~the~~JSJ ~~Company~~Investments, ~~offered~~Inc. ~~and~~converted ~~sold~~principal ~~Eight~~in ~~Hundred~~the ~~Thousand~~amount ~~(800~~of $25,000) ~~shares~~ of ~~common~~the ~~stock~~$75,000 tonote ~~Robert~~issued ~~Soer~~January ~~valued~~5, at2018 ~~$0.0250~~for ~~per~~3,223,726 ~~share~~shares ~~for~~of ~~$20,000~~common stock.

On January 97, 2019, the Company offered and sold ~~One~~Eight ~~Million~~Hundred Thousand (1800,000~~,000~~) shares of common stock to ~~David~~Robert ~~Damerjian~~Soer valued at $0.0250 per share for $2520,000.

On January 149, 2019, the Company offered and sold ~~Eight~~One ~~Hundred~~Million ~~Thousand~~ (~~800~~1,000,000) shares of common stock to David Damerjian valued at $0.0250 per share for $2025,000.

On January 14, 2019, the Company offered and sold Eight Hundred Thousand (800,000) shares of common stock to ~~Henry~~David ~~Lackner~~Damerjian valued at $0.0250 per share for $20,000.

On January 1514, 2019, the Company offered and sold Eight Hundred Thousand (800,000) shares of common stock to ~~Christine~~Henry ~~Maly~~Lackner valued at $0.0250 per share for $20,000.

On January 1815, 2019, the Company offered and sold Eight Hundred Thousand (800,000) shares of common stock to ~~Henry~~Christine ~~Lackner~~Maly valued at $0.0250 per share for $20,000.

On ~~February~~January 1118, 2019, ~~Power~~the UpCompany ~~Lending~~offered ~~Group~~and ~~Ltd~~sold ~~converted~~Eight ~~principal~~Hundred inThousand ~~the amount of $20~~(800,000) shares of ~~the~~common ~~$32,000~~stock ~~note~~to ~~issued~~Henry ~~June~~Lackner ~~12,~~valued ~~2018~~at ~~that~~$0.0250 ~~was~~per ~~defaulted~~share tofor $4820,000 ~~for 1,234,568 shares of common stock~~.

On February 1211, 2019, ~~JSJ~~Power ~~Investments~~Up ~~Inc~~Lending ~~converted~~Group ~~the~~Ltd ~~remaining~~converted principal in the amount of $3020,000 of the $7532,000 note issued ~~January~~June 512, 2018 that was defaulted to $~~174~~48,000 ~~along with $6,148 of accrued interest~~ for 41,~~694~~234,~~538~~568 shares of common stock.

On February 1312, 2019, JSJ Investments Inc converted the ~~Company~~remaining ~~offered~~principal ~~and~~in ~~sold~~the ~~Four~~amount ~~Hundred~~of ~~Thousand~~$30,000 ~~(400~~of the $75,000) ~~shares~~note ofissued ~~common~~January ~~stock~~5, to2018 ~~John~~that ~~Drobecker~~defaulted ~~valued~~to at$174,000 along with $~~0.0250~~6,148 ~~per~~of ~~share~~accrued interest for ~~$10~~4,~~000~~694,538 shares of common stock.

On February 13, 2019, the Company offered and sold Four Hundred Thousand (400,000) shares of common stock to ~~Robert~~John PDrobecker ~~Soer~~ valued at $0.0250 per share for $10,000.

~~On February~~ F-13, ~~2019,~~Table ~~the Company offered and sold Two Hundred Thousand (200,000) shares~~ of ~~common stock to Henry Lackner, Jr valued at $0.0250 per share for $5,000.~~Contents

On February 13, 2019, the Company offered and sold ~~Two~~Four Hundred Thousand (~~200~~400,000) shares of common stock to ~~Dylan~~Robert ~~Lackner~~P Soer valued at $0.0250 per share for $510,000.

On February 1113, 2019, ~~Power~~the UpCompany ~~Lending~~offered ~~Group~~and ~~Ltd~~sold ~~converted~~Two ~~principal~~Hundred inThousand ~~the amount of $15~~(200,000) shares of ~~the~~common ~~$32,000~~stock ~~note~~to ~~issued~~Henry ~~June 12~~Lackner, ~~2018~~Jr ~~that~~valued ~~was~~at ~~defaulted~~$0.0250 toper ~~$48,000~~share for ~~925~~$5,~~926 shares of common stock~~000.

On February 1413, 2019, the Company offered and sold ~~Eight~~Two Hundred Thousand (~~800~~200,000) shares of common stock to ~~Richard~~Dylan A.Lackner ~~Lewis~~ valued at $0.0250 per share for $205,000.

On February 1411, 2019, Power Up Lending Group Ltd converted ~~the remaining~~ principal in the amount of $1315,000 of the $32,000 note issued June 12, 2018 that was defaulted to $48,000 ~~along with $1,920 of accrued interest~~ for ~~920~~925,~~988~~926 shares of common stock.

On February 1514, 2019, ~~Power~~the UpCompany ~~Lending~~offered ~~Group~~and ~~Ltd~~sold ~~converted~~Eight ~~principal~~Hundred inThousand ~~the amount of $15~~(800,000) shares of ~~the~~common ~~$38,000~~stock ~~note~~to ~~issued~~Richard ~~July~~A. ~~10,~~Lewis ~~2018~~valued ~~that~~at ~~was~~$0.0250 ~~defaulted~~per toshare ~~$57,000~~ for ~~887~~$20,~~574 shares of common stock~~000.

F-On February 14, ~~Table~~2019, Power Up Lending Group Ltd converted the remaining principal in the amount of ~~Contents~~$13,000 of the $32,000 note issued June 12, 2018 that was defaulted to $48,000 along with $1,920 of accrued interest for 920,988 shares of common stock.

On February 1915, 2019, Power Up Lending Group Ltd converted principal in the amount of $15,000 of the $38,000 note issued July 10, 2018 that was defaulted to $57,000 for ~~681~~887,~~818~~574 shares of common stock.

On February 2119, 2019, Power Up Lending Group Ltd converted principal in the amount of $1815,000 of the $38,000 note issued July 10, 2018 that was defaulted to $57,000 for ~~978~~681,~~261~~818 shares of common stock.

On February 2221, 2019, ~~the~~Power ~~Company~~Up ~~offered~~Lending ~~and~~Group ~~sold~~Ltd ~~One~~converted ~~Million~~principal ~~Five~~in ~~Hundred~~the ~~Thousand~~amount (1of $18,~~500,~~000) ~~shares~~ of ~~common~~the ~~stock~~$38,000 tonote ~~David~~issued ~~Damerjian~~July ~~valued~~10, at2018 ~~$0.0200~~that ~~per~~was ~~share~~defaulted ~~for~~to $3057,000 for 978,261 shares of common stock.

On February 22, 2019, the Company offered and sold One Million Five Hundred Thousand (1,~~000~~500,000) shares of common stock to ~~Christine~~David MDamerjian ~~Bulva~~ valued at $0.0200 per share for $2030,000.

On February 22, 2019, the Company offered and sold ~~Two~~One ~~Hundred~~Million ~~Fifty~~ Thousand (~~250~~1,000,000) shares of common stock to ~~Henry~~Christine JM ~~Lackner~~Bulva valued at $0.0200 per share for $520,000.

On February 22, 2019, the Company offered and sold Two Hundred Fifty Thousand (250,000) shares of common stock to ~~Lisa~~Henry ~~Rooney~~J Lackner valued at $0.0200 per share for $5,000.

On February 22, 2019, the Company offered and sold Two Hundred Fifty Thousand (250,000) shares of common stock to ~~Danielle~~Lisa ~~Lackner~~Rooney valued at $0.0200 per share for $5,000.

On February 22, 2019, ~~Power Up Lending Group Ltd converted~~ the ~~remaining~~Company ~~principal~~offered inand ~~the~~sold ~~amount~~Two ofHundred ~~$9,000~~Fifty ofThousand ~~the $38~~(250,000) ~~note~~shares ~~issued~~of ~~July~~common ~~10,~~stock ~~2018~~to ~~that~~Danielle ~~was~~Lackner ~~defaulted~~valued toat $~~57,000~~0.0200 ~~along~~per ~~with~~share ~~$2,280 of accrued interest~~ for ~~659~~$5,~~649 shares of common stock~~000.

On February 2522, 2019, Power Up Lending Group Ltd converted the ~~Company~~remaining ~~offered~~principal ~~and~~in ~~sold~~the ~~Five~~amount ~~Hundred~~of ~~Thousand~~$9,000 ~~(500~~of the $38,000) ~~shares~~note ofissued ~~common~~July ~~stock~~10, to2018 ~~William~~that ~~Grimms~~was ~~valued~~defaulted atto $~~0.0200~~57,000 ~~per~~along ~~share~~with $2,280 of accrued interest for ~~$10~~659,~~000~~649 shares of common stock.

On February 25, 2019, the Company offered and sold Five Hundred Thousand (500,000) shares of common stock to ~~John~~William ~~Drobecker~~Grimms valued at $0.0200 per share for $10,000.

On February 25, 2019, ~~Power~~the UpCompany ~~Lending~~offered ~~Group~~and ~~Ltd~~sold ~~converted~~Five ~~principal~~Hundred inThousand ~~the amount of $15~~(500,000) shares of ~~the~~common ~~$35,000~~stock ~~note~~to ~~issued~~John ~~August~~Drobecker 6,valued ~~2018~~at ~~that~~$0.0200 ~~was~~per ~~defaulted~~share tofor $5210,~~500 for 1,013,514 shares of common stock~~000.

On February 25, 2019, Power Up Lending Group Ltd converted principal in the amount of $1715,000 of the $35,000 note issued August 6, 2018 that was defaulted to $52,500 for 1,~~148~~013,~~649~~514 shares of common stock.

On February 2625, 2019, Power Up Lending Group Ltd converted ~~the remaining~~ principal in the amount of $2017,~~500~~000 of the $35,000 note issued August 6, 2018 that was defaulted to $52,500 ~~along with $2,100 of accrued interest~~ for 1,~~527~~148,~~027~~649 shares of common stock.

On February 2726, 2019, ~~JSJ~~Power ~~Investments,~~Up ~~Inc.~~Lending Group Ltd converted the remaining principal in the amount of $4520,~~000~~500 of the $~~144~~35,000 ~~penalty on~~ note issued ~~January~~August 56, 2018 ~~for~~that was defaulted to $52,500 along with $2,~~727~~100 of accrued interest for 1,~~272~~527,027 shares of common stock.

On February 2827, 2019, ~~the~~JSJ ~~Company~~Investments, ~~offered~~Inc. ~~and~~converted ~~sold~~principal ~~Five~~in ~~Hundred~~the ~~Thousand~~amount ~~(500~~of $45,000) ~~shares~~ of ~~common~~the ~~stock~~$144,000 topenalty ~~Christopher~~on ~~Thompson~~note ~~valued~~issued atJanuary ~~$0.0200~~5, ~~per~~2018 ~~share~~ for ~~$10~~2,~~000~~727,272 shares of common stock.

On ~~March~~February 128, 2019, ~~Power~~the UpCompany ~~Lending~~offered ~~Group~~and ~~Ltd~~sold ~~converted~~Five ~~principal~~Hundred inThousand ~~the amount of $15~~(500,000) shares of ~~the~~common ~~$33,000~~stock ~~note~~to ~~issued~~Christopher ~~August~~Thompson ~~27,~~valued ~~2018~~at ~~that~~$0.0200 ~~was~~per ~~defaulted~~share tofor $4910,~~500 for 1,013,514 shares of common stock~~000.

On March 41, 2019, Power Up Lending Group Ltd converted principal in the amount of $1415,~~500~~000 of the $33,000 note issued August 27, 2018 that was defaulted to $49,500 for ~~979~~1,~~730~~013,514 shares of common stock.

On March 4, 2019, Power Up Lending Group Ltd converted principal in the amount of $1514,~~000~~500 of the $33,000 note issued August 27, 2018 that was defaulted to $49,500 for 1979,~~013,514~~730 shares of common stock.

F-On March 4, 2019, Power Up Lending Group Ltd converted principal in the amount of $15,000 ~~Table~~of the $33,000 note issued August 27, 2018 that was defaulted to $49,500 for 1,013,514 shares of ~~Contents~~common stock.

On March 6, 2019, the Company offered and sold Two Hundred Forty-Nine Thousand (249,000) shares of common stock to Cameron Douglas McDonald valued at $0.0200 per share for $4,980.

On March 6, 2019, Power Up Lending Group Ltd converted the remaining principal in the amount of $5,000 of the $33,000 note issued August 27, 2018 that was defaulted to $49,500 along with $1,980 of accrued interest for 471,622 shares of common stock.

On March 6, 2019, JSJ Investments, Inc. converted principal in the amount of $99,000 of the $144,000 penalty on note issued January 5, 2018 for 6,545,454 shares of common stock.

On April 16, 2019, the Company offered and sold Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven (666,667) shares of common stock to 321gold Ltd valued at $0.0300 per share for $20,000.

OnF-14 ~~May~~Table ~~24, 2019, Crown Bridge Partners, LLC converted principal in the amount~~ of ~~$9,750 (including $500 deposit fee) of the $35,000 note issued November 13, 2018 that was defaulted to $53,500 for 500,000 shares of common stock.~~Contents

On ~~June~~May 1024, 2019, Crown Bridge Partners, LLC converted principal in the amount of $149,~~940~~750 (including $500 deposit fee) of the $35,000 note issued November 13, 2018 that was defaulted to $53,500 for ~~830~~500,000 shares of common stock.

On June 2610, 2019, ~~the~~Crown ~~Company~~Bridge ~~offered~~Partners, ~~and~~LLC ~~sold~~converted ~~Two~~principal ~~Hundred~~in ~~Thousand~~the ~~(200,000)~~amount ~~shares~~ of ~~common~~$14,940 ~~stock~~(including to$500 ~~accredited~~deposit ~~investor~~fee) ~~valued~~of atthe $~~0.0300~~35,000 ~~per~~note ~~share~~issued ~~for~~November $613,~~000.~~ ~~These~~2018 ~~shares~~that ~~were~~was ~~subsequently~~defaulted ~~issued~~to ~~as 333~~$53,~~333~~500 ~~shares~~for ~~and 133~~830,~~333~~000 ~~were~~shares ~~cancelled~~of incommon ~~August 2019~~stock.

On June 2726, 2019, the Company offered and sold ~~Three~~Two Hundred ~~Thirty-Three~~ Thousand ~~Three Hundred Thirty-Three~~ (~~333~~200,~~333~~000) shares of common stock to accredited investor valued at $0.0300 per share for $106,000. These shares were subsequently issued as 333,333 shares and 133,333 were cancelled in August 2019.

On June 27, 2019, the Company offered and sold Three Hundred Thirty-Three Thousand Three Hundred ~~and~~ Thirty-Three (333,333) shares of common stock to accredited investor valued at $0.0300 per share for $10,000.

On June 2827, 2019, ~~Crown~~the ~~Bridge~~Company ~~Partners,~~offered ~~LLC~~and ~~converted~~sold ~~principal~~Three inHundred ~~the~~Thirty-Three ~~amount~~Thousand ofThree ~~$12,045~~Hundred ~~(including~~and ~~$500~~Thirty-Three ~~deposit fee~~(333,333) shares of ~~the~~common ~~$35,000~~stock ~~note~~to ~~issued~~accredited ~~November~~investor ~~13,~~valued ~~2018~~at ~~that~~$0.0300 ~~was~~per ~~defaulted~~share tofor $5310,~~500 for 730,~~000 ~~shares of common stock~~.

On June 2928, 2019, ~~the~~Crown ~~Company~~Bridge ~~entered~~Partners, ~~into~~LLC ~~consulting~~converted ~~agreement~~principal ~~with~~in ~~Candice~~the ~~Rene~~amount ~~with~~of ~~total~~$12,045 ~~consideration~~(including $500 deposit fee) of 4the $35,000 note issued November 13, 2018 that was defaulted to $53,500 for 730,000 shares of common stock ~~valued at $311,200~~.

On June 29, 2019, the Company entered into consulting agreement with ~~Mark~~Candice ~~Sands~~Rene with total consideration of 14,000,000 shares of common stock valued at $77311,~~800~~200.

On June 29, 2019, the Company entered into consulting agreement with ~~Robert~~Mark ~~Oram~~Sands with total consideration of 1,000,000 shares of common stock valued at $77,800.

On ~~July~~June 1529, 2019, the Company ~~offered~~entered ~~and~~into ~~sold~~consulting ~~Six~~agreement ~~Hundred~~with ~~Sixty-Six~~Robert ~~Thousand~~Oram ~~Six~~with ~~Hundred~~total ~~and~~consideration ~~Sixty-Six~~of ~~(66~~1,~~666)~~000,000 shares of common stock ~~to accredited investor~~ valued at $~~0.0750 per share for $5~~77,~~000~~800.

On July 15, 2019, ~~Crown~~the ~~Bridge~~Company ~~Partners,~~offered ~~LLC~~and ~~converted~~sold ~~principal~~Six inHundred ~~the~~Sixty-Six ~~amount~~Thousand ofSix ~~$14,954~~Hundred ~~(including~~and ~~$500~~Sixty-Six ~~deposit fee~~(66,666) shares of ~~the~~common ~~$35,000~~stock ~~note~~to ~~issued~~accredited ~~November~~investor ~~13,~~valued ~~2018~~at ~~that~~$0.0750 ~~was~~per ~~defaulted~~share tofor $545,000 ~~for 1,240,000 shares of common stock~~.

On July 3115, 2019, Crown Bridge Partners, LLC converted ~~the remaining~~ principal in the amount of $2114,~~811~~954 (including $500 deposit fee) of the $35,000 note issued November 13, 2018 that was defaulted to $54,000 ~~along with $5,250 of accrued interest~~ for 21,~~243~~240,~~830~~000 shares of common stock.

~~Warrants~~On July 31, 2019, Crown Bridge Partners, LLC converted the remaining principal in the amount of $21,811 (including $500 deposit fee) of the $35,000 note issued November 13, 2018 that was defaulted to $54,000 along with $5,250 of accrued interest for 2,243,830 shares of common stock.

On November 13, 2018, the Company entered into Securities Purchase Agreement with Crown Bridge Partners, LLC (Crown) to issue a convertible note in the aggregate principal amount of $105,000 to be funded in three (3) tranches, of which (2) tranches have been received, and in addition for each tranche the Company will have to provide 164,062 warrant shares for holder to purchase at any time on or after the issuance with the exercise price of $0.32 and with a term of five years commencing on the Issuance Date and ending on the five-year anniversary. Warrants

WeOn ~~have~~November ~~received~~13, ~~two~~2018, ~~Common~~the ~~Stock~~Company entered into Securities Purchase ~~Warrants~~Agreement ~~through~~with ~~July~~Crown 31Bridge Partners, ~~2019~~LLC ~~equal~~(Crown) to issue a ~~total~~convertible note in the aggregate principal amount of ~~328~~$105,~~124~~000 ~~shares~~to be funded in three (3) tranches, of which ~~has~~(3) atranches ~~fair~~have ~~value~~been received, and in addition for each tranche the Company will have to provide 164,062 warrant shares for holder to purchase at any time on or after the issuance with the exercise price of $~~13,191~~0.32 and with a term of five years commencing on the Issuance Date and ending on the five-year anniversary.

~~NOTE~~We 6have -received ~~PROVISION~~three ~~FOR~~Common ~~INCOME~~Stock ~~TAXES~~Purchase Warrants through July 31, 2020 equal to a total of 492,186 shares which has a fair value of $19,786. Two Common Stock Purchase Warrants were exercised 10/16/19 and 02/12/20 with a value of $3,697 and $4,110, respectively.

~~The~~We ~~Company~~have ~~provides~~received ~~for~~two ~~income~~Common ~~taxes~~Stock ~~under~~Purchase ~~ASC~~Warrants ~~740,~~through ~~“Income~~July ~~Taxes”.~~31, ~~ASC~~2019 ~~740~~equal requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to ~~reverse. It also requires the reduction of deferred tax assets by~~ a ~~valuation~~total ~~allowance if, based on the weight~~ of ~~available evidence~~328,124 itshares iswhich ~~more~~has ~~likely than not that some or all of the deferred tax assets will not be realized. Certain tax attributes are subject to an annual limitation as~~ a ~~result~~fair ofvalue ~~the acquisition~~ of ~~our subsidiaries~~$13, ~~which constitute a change of ownership as defined under Internal Revenue Code Section 382~~191.

FNOTE 6 -16 ~~Table~~PROVISION ofFOR ~~Contents~~INCOME TAXES

The Company provides for income taxes under ASC 740, “Income Taxes”. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. It also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Certain tax attributes are subject to ~~taxation~~an inannual limitation as a result of the ~~United~~acquisition ~~States~~of ~~and~~our ~~certain~~subsidiaries, ~~state~~which ~~jurisdictions~~constitute a change of ownership as defined under Internal Revenue Code Section 382.

~~The~~F-15 ~~provision~~Table ~~for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate~~ of ~~21% to the net loss before provision for income taxes for the following reasons:~~Contents

	Year Ended			Year Ended
	July 31, 2019			July 31, 2018
Income tax expense at statutory rate	$	141,537		$	161,715
Valuation allowance		(141,537	)		(161,715	)
Income tax expense	$	-		$	-

The Company is subject to taxation in the United States and certain state jurisdictions.

~~Net~~The ~~deferred~~provision ~~tax~~for ~~assets~~income ~~consist~~taxes ofdiffers from the ~~following~~amounts ~~components~~which aswould be provided by applying the statutory federal income tax rate of: 21% to the net loss before provision for income taxes for the following reasons:

	July 31,2019			July 31,2018
	Year Ended			Year Ended
NOL Carryover	$	977,833		$	770,072
	July 31, 2020			July 31, 2019
Valuation allowance		(977,833	)		(770,072	)
Income tax expense at statutory rate	$	163,683		$	141,537
Net deferred tax asset	$	-		$	-
Valuation allowance		(163,683	)		(141,537	)
Income tax expense	$	-		$	-

~~Due~~Net todeferred ~~the~~tax ~~change~~assets inconsist ~~ownership provisions~~ of the ~~Income~~following ~~Tax~~components ~~laws~~as of: United States of America, net operating loss carry forwards of approximately $977,833, which expire commencing in fiscal 2039, for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years. The tax years still left open are 2014, 2015, 2016, 2017, 2018 and 2019.

NOTE 7 - RELATED PARTY TRANSACTIONS

	July 31, 2020			July 31, 2019
NOL Carryover	$	1,837,458		$	977,833
Valuation allowance		(1,837,458	)		(977,833	)
Net deferred tax asset	$	-		$	-

OnDue ~~January~~to ~~24,~~the ~~2017,~~change ~~Mirage~~in ~~Energy~~ownership ~~Corporation,~~provisions aof ~~Nevada~~the ~~corporation~~Income ~~(“Mirage”~~Tax orlaws ~~the~~of ~~“Company”)~~United ~~entered~~States ~~into~~of anAmerica, ~~agreement~~net ~~with~~operating ~~Mirage’s~~loss ~~President~~carry ~~and~~forwards ~~CEO,~~of ~~Mr.~~approximately ~~Michael Ward~~$1,837,458, ~~whereby~~for ~~Mirage~~federal ~~acquired~~income ~~all~~tax ofreporting ~~the~~purpose, ~~issued~~with ~~and~~a ~~outstanding~~portion ~~shares~~expiring offrom ~~4Ward~~years ~~Resources~~2034 ~~Inc.,~~to a2037 ~~Texas~~if ~~corporation~~not ~~(“4Ward~~used. ~~Resources”)~~When ~~from~~a ~~Mr.~~change ~~Ward~~ in ~~exchange~~ownership ~~for 10~~occurs,~~000,000~~ ~~shares~~net ofoperating ~~Mirage’s~~loss ~~Common~~carry ~~Stock~~forwards ~~and~~may ~~10,000,000~~be ~~shares~~limited ofas ~~Mirage’s~~to ~~Series~~use Ain ~~Preferred~~future ~~Stock~~years. The ~~acquisition~~tax ofyears ~~4Ward~~still ~~Resources~~left ~~was~~open ~~completed~~are on2014, ~~January~~2015, 242016, 2017., 2018, 2019 and 2020.

OnNOTE ~~January~~7 ~~28,~~- ~~2017,~~RELATED ~~4Ward~~PARTY ~~Resources,~~TRANSACTIONS Inc., Mirage Energy Corporation’s wholly owned subsidiary, acquired Michael Ward’s ninety (90%) percent interest in two Mexican companies. The remaining ten (10%) percent interest was acquired by Mirage Energy Corporation from Patrick Dosser. Patrick Dosser is Michael Ward’s son.

~~Together~~On January 24, 2017, Mirage Energy ~~and~~Corporation, ~~4Ward~~a ~~Resources~~Nevada ~~own~~corporation ~~100%~~(“Mirage” ofor the ~~two~~“Company”) ~~Mexican~~entered ~~corporations.~~into ~~The~~an ~~two~~agreement ~~Mexican~~with ~~corporations~~Mirage’s ~~are~~President ~~WPF~~and ~~MEXICO PIPELINES~~CEO, SMr. deMichael ~~R.L. de C.V.~~Ward, ~~and~~whereby ~~CENOTE~~Mirage ~~ENERGY S. de R.L. de C.V. Additionally, 4Ward Resources~~ acquired all of ~~Michael~~the ~~Ward’s~~issued ~~interest~~and inoutstanding ~~WPF~~shares ~~TRANSMISSION,~~of ~~INC~~4Ward Resources Inc., a Texas corporation. ~~These transactions were valued at their carry over basis of $140,286, representing $99,821 expended on behalf of these companies by~~ (“4Ward Resources,”) ~~$1,500~~from ~~expended by~~ Mr. ~~Michael~~ Ward toin beexchange ~~reimbursed~~for ~~by 4Ward Resources and $38~~10,~~965~~000,000 ~~whose~~shares ~~vendor~~of ~~payments~~Mirage’s ~~will~~Common beStock ~~assumed~~and or10,000,000 ~~paid~~shares ~~by 4Ward Resources. These transactions were accounted for as a merger~~ of ~~entities~~Mirage’s ~~under~~Series ~~common~~A ~~control~~Preferred ~~under~~Stock. ~~ASC~~The ~~805-50~~acquisition ~~whereby the financial information has been combined from the first day~~ of ~~the~~4Ward ~~first~~Resources ~~period~~was ~~presented~~completed ~~similar~~on toJanuary a24, ~~pooling of interest~~2017.

AsOn ofJanuary ~~July 31~~28, ~~2019~~2017, ~~the~~4Ward ~~CEO~~Resources, ~~and~~Inc., ~~two~~Mirage ~~other~~Energy ~~members~~Corporation’s ofwholly ~~management~~owned ~~and~~subsidiary, ~~one~~acquired ~~other~~Michael ~~employee~~Ward’s ~~had~~ninety ~~earned~~(90%) ~~accrued~~percent ~~unpaid~~interest ~~salary~~ in ~~the~~two ~~amount~~Mexican ~~of $1,801,989~~companies. ~~Accrued~~The ~~salaries~~remaining often ~~$1,801,989~~(10%) ~~combined~~percent ~~with~~interest ~~accrued~~was ~~payroll~~acquired ~~taxes~~by ofMirage ~~$59,947~~Energy ~~for~~Corporation afrom ~~total~~Patrick ~~accrued~~Dosser. ~~related~~Patrick ~~party~~Dosser ~~salaries~~is ~~and~~Michael ~~payroll~~Ward’s ~~tax of $1,861,936 for the period from June 2015 until July 31, 2019~~son.

~~Also~~Together, ~~Mr.~~Mirage ~~Michael~~Energy ~~Ward~~and ~~provided~~4Ward ~~$40,100~~Resources ~~directly~~own to100% of the ~~company~~two ~~with~~Mexican ancorporations. ~~additional~~The ~~$26~~two Mexican corporations are WPF MEXICO PIPELINES,~~725~~ ~~owed~~S. tode MrR.L. ~~Ward~~de ~~for~~C.V., ~~monies~~and ~~outlaid~~CENOTE onENERGY ~~behalf~~S. de R.L. de C.V. Additionally, 4Ward Resources acquired all of ~~the~~Michael ~~Company~~Ward’s ~~for~~interest in WPF TRANSMISSION, INC., a ~~total~~Texas ~~loan~~corporation. ~~amount~~These transactions were valued at their carry over basis of $87140,~~903~~286, ~~which~~representing ~~was~~$99,821 ~~netted~~expended ~~for~~on ~~$85,674~~behalf ~~payments~~of ~~received~~these ~~leaving~~companies aby ~~net~~4Ward ~~due~~Resources, $1,500 expended by Mr. Michael Ward ~~$2,229~~to atbe ~~July~~reimbursed 31by 4Ward Resources and $38,965 ~~2018~~whose ~~which~~vendor ~~has~~payments ~~decreased~~will tobe $0assumed asor ofpaid ~~July~~by ~~31,~~4Ward ~~2019~~Resources. ~~This~~These ~~resulted~~transactions ~~from~~were ~~additional~~accounted ~~$24,898~~for as a merger of ~~expenses~~entities ~~paid~~under ~~which~~common ~~increased~~control under ASC 805-50 whereby the ~~total~~financial ~~amount~~information ~~due~~has tobeen ~~$27,127~~combined ~~less~~from ~~repayments~~the offirst ~~$27,127~~day ~~during~~of the ~~year~~first ~~ended~~period ~~July~~presented ~~31,~~similar ~~2019~~to a pooling of interest.

~~F-17~~As ~~Table~~of July 31, 2020, the CEO and two other members of ~~Contents~~management and one other employee had earned accrued unpaid salary in the amount of $1,728,093. Accrued salaries of $1,728,093 combined with accrued payroll taxes of $66,978 for a total accrued related party salaries and payroll tax of $1,795,071 for the period from June 2015 until July 31, 2020.

~~Additionally,~~As ~~White~~of ~~Boy~~July ~~Partnership~~31, ~~LLC~~2019, athe ~~company~~CEO ~~owned~~and bytwo ~~the~~other ~~spouse~~members of ~~the~~management ~~CEO,~~and ~~provided~~one another ~~additional~~employee ~~loan~~had ofearned ~~$187,600~~accrued tounpaid ~~4Ward~~salary ~~Resources,~~in ~~Inc.~~the ~~Repayments~~amount of $341,~~724~~801,989. ~~were~~Accrued ~~made~~salaries ~~during~~of ~~the year ended July 31~~$1, ~~2018~~801,989 ~~which~~combined ~~reduced~~with ~~the~~accrued ~~balance~~payroll ~~due~~taxes toof $~~152~~59,~~876~~947 asfor ofa ~~July~~total ~~31,~~accrued ~~2018.~~related ~~Repayments~~party ofsalaries ~~$152,876~~and ~~were~~payroll ~~made~~tax ~~during~~of ~~the year ended July 31~~$1, ~~2019~~861,936 ~~which~~for ~~reduced~~ the ~~balance~~period ~~due~~from toJune $02015 asuntil of July 31, 2019.

~~NOTE~~Also, 8Mr. -Michael ~~LEASES~~Ward, President, provided $10,100 directly to the Company during the year with an additional $29,642 owed for monies outlaid on behalf of the Company for a total loan amount of $39,742 which was netted for $39,742 in payments received leaving a net due Mr. Ward of $0 at July 31, 2020. During the year ended July 31, 2019, Mr. Ward had a previous balance due of $2,229 with an additional $24,898 of expenses paid which increased the total amount due to $27,127 less repayments of $27,127.

OnAdditionally, ~~June~~White 9Boy Partnership, ~~2016~~LLC, ~~the~~a ~~Company~~company ~~entered~~owned ~~into~~by athe ~~Lease~~spouse ~~Agreement~~of ~~for~~the ~~its San Antonio~~CEO, ~~Texas~~provided ~~office~~an ~~lease~~additional ~~location.~~loan ~~The~~of ~~Lease Period was for three (3) years beginning July 1~~$187,600 ~~2016.~~to On4Ward ~~July 1~~Resources, ~~2019, the Company entered into a First Amendment to Lease Agreement at same location~~Inc. ~~The~~Repayments ~~landlord~~of ~~continues to hold~~ $634,~~921~~724 aswere ~~security~~made ~~which~~during ~~is to be returned at~~ the ~~end~~year ofended ~~the new lease. The new Lease Period is three (3) years beginning~~ July 131, ~~2019.~~2018, ~~The~~which ~~Company~~reduced ~~shall~~the ~~pay~~balance asdue ~~additional~~to ~~rent~~$152,876 ~~all other sums of money~~ as ~~shall become due and payable by them under this Lease. To date after one (1) months~~ of ~~this~~July ~~thirty-six (36) month lease~~31, ~~no such additional charges have been made~~2018. ~~The~~Repayments ~~Company has incurred rent expense in the amount~~ of $83152,~~974~~876 ~~and~~were ~~$82,178~~made ~~for~~during the year ended July 31, 2019 ~~and July 31~~, ~~2018~~which ~~respectively.~~reduced ~~Below is~~ the ~~schedule~~balance ofdue ~~rent~~to ~~for~~$0 ~~the remaining Lease term~~ as of July 31, 2019. There were no further loans in the year ended July 31, 2020.

Year Ending	Amount
July 31, 2020	$	77,620
July 31, 2021		84,906
July 31, 2022		84,906
Total Remaining Base Rent	$	247,432

F-16

Table of Contents

NOTE 98 - ~~COMMITMENTS AND CONTINGENCIES~~ LEASES

~~The~~On June 9, 2016, the Company ~~committed~~entered tointo ~~eighteen~~a Lease Agreement for its San Antonio, Texas office lease location. The Lease Period was for three (183) ~~months~~years ofbeginning ~~Acquisition~~July of1, ~~Pipeline~~2016. ~~Rights~~On ofJuly ~~Way~~1, to2019, ~~Marcos~~the yCompany ~~Asociados~~entered ~~with~~into a ~~total~~First ~~amount~~Amendment ofto Lease Agreement at same location. The landlord continues to hold $776,~~844~~921 as security which ~~was~~is ~~due~~to ~~April~~be 15returned at the end of the new lease. The new Lease Period is three (3) years beginning July 1, ~~2018~~2019. ~~and~~The ~~not~~Company ~~paid~~shall pay as additional rent all other sums of money as shall become due and payable by them under this Lease. To date after thirteen (13) months of this thirty-six (36) month lease, no such additional charges have been made. The Company has incurred rent expense in the amount of $84,906 and $83,974 for the year ended July 31, ~~2019.~~2020 ~~Interest~~and ~~will~~for ~~continue~~the ~~accruing~~year ~~after~~ended July 31, 2019, ~~until~~respectively. itBelow is ~~paid~~the schedule of rent for the remaining Lease term as of July 31, 2020.

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

Year Ending	Amount
July 31, 2021	$	77,830
July 31, 2022		84,906

Total Remaining Base Rent	$	162,736

NOTE 109 - ~~SUBSEQUENT~~COMMITMENTS ~~EVENTS~~AND CONTINGENCIES

The Company ~~evaluated~~committed ~~events~~to ~~occurring~~eighteen ~~subsequent~~(18) months of Acquisition of Pipeline Rights of Way to Marcos y Asociados with a total amount of $77,844 which was due April 15, 2018 and not paid as of July 31, ~~2019,~~2020. ~~identifying~~Interest ~~those~~will ~~that~~continue ~~are~~accruing ~~required~~after toJuly be31, ~~disclosed~~2020 asuntil ~~follows:~~it is paid.

OnFrom ~~August~~time 5,to ~~2019,~~time ~~Crown~~the ~~Bridge~~Company ~~Partners,~~may ~~LLC~~become ~~funded~~ a ~~third~~party ~~tranche~~to oflitigation ~~$35,000~~matters ~~and~~involving inclaims ~~addition~~against the Company. ~~will~~Management ~~have~~believes tothat ~~provide~~it ~~164,062~~is ~~warrant~~adequately ~~shares~~insured for ~~holder~~its tooperations ~~purchase.~~and there are no current matters that would have a material effect on the Company’s financial position or results of operations.

OnNOTE ~~August~~10 ~~12,~~- ~~2019,~~SUBSEQUENT the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. to issue a convertible note in the principal amount of $73,000, with unsecured, interest bearing at 12% per annum and a maturity date of May 30, 2020.EVENTS

OnThe ~~August~~Company ~~16,~~evaluated ~~2019,~~events ~~Crown~~occurring ~~Bridge~~subsequent ~~Partners,~~to ~~LLC~~July ~~converted principal in the amount of $53~~31,~~000~~ ~~consisting of $52~~2020,~~500~~ ofidentifying ~~principal~~those ~~and $500 of fees plus interest of $5,250 for 4,830,016 shares of common stock on the second tranche of $35,000 of the note~~ that ~~was~~are ~~issued~~required ~~November 13, 2018 in the aggregate principal amount of $105,000~~ to be ~~funded~~disclosed inas ~~three~~follows: ~~(3) tranches and the second tranche defaulted with a penalty of $17,500.~~

OnIn ~~September~~August 122020, ~~2019,~~Crown ~~the~~Bridge ~~Company entered into a Securities Purchase Agreement with BHP Capital NY Inc. and Jefferson Street Capital~~Partners, LLC, ~~severally~~exercised ~~and~~the ~~not~~right ~~jointly,~~ to ~~issue~~purchase ~~convertible notes in the aggregate principal amount of $165~~4,~~000~~235,111 ~~each~~shares ~~in the principal amount~~ of ~~$82,500,~~common ~~with~~stock ~~unsecured, interest bearing at 8%~~ per ~~annum~~Common ~~and~~Stock aWarrant ~~maturity~~that ~~date~~was ofissued ~~May~~with 30November 13, ~~2020~~2018 note.

OnIn ~~September~~August 242020, ~~2019,~~BHP ~~the~~Capital ~~Company~~NY ~~entered into a Securities Purchase Agreement with Power Up Lending Group Ltd~~Inc. toconverted ~~issue~~principal ~~an additional amount of convertible note~~ in the amount of $5582,~~000,~~500 ~~with~~of ~~unsecured~~the $82,500 ~~interest~~note ~~bearing~~issued atSeptember 12%, ~~per~~2019 ~~annum~~for ~~and~~2,564,695 ashares ~~maturity date~~ of ~~July~~common ~~12, 2020~~stock.

In ~~October~~September ~~2019~~2020, the Company ~~offered~~entered ~~and~~into ~~sold~~a 2Securities Purchase Agreement with Power Up Lending Group Ltd. to issue a convertible note in the principal amount of $153,000,~~000~~ ~~shares~~with ofunsecured, ~~common~~interest ~~stock~~bearing at ~~$0.040~~10% per ~~share~~annum ~~for~~and ~~$80~~a maturity date of July 21,~~000~~ 2021.

OnIn October 172020, ~~2019,~~the ~~Crown~~Company ~~Bridge~~entered ~~Partners,~~into ~~LLC~~consulting ~~exercised~~agreement ~~the~~with ~~right~~total toconsideration ~~purchase~~of 31,~~696~~246,~~973~~250 shares of common stock ~~per~~valued ~~Common~~at ~~Stock Warrant that was issued with November 13~~$286, ~~2018 note~~638.

In ~~January~~October 2020, the Company ~~offered~~entered ~~and~~into ~~sold~~a 4Securities Purchase Agreement with Power Up Lending Group Ltd. to issue a convertible note in the principal amount of $68,~~200,~~000, ~~shares~~with ofunsecured, ~~common~~interest ~~stock~~bearing at ~~$0.035~~10% per ~~share~~annum ~~for~~and ~~$147~~a maturity date of August 12,~~000~~ 2021.

OnF-17 ~~February~~Table ~~10, 2020, Crown Bridge Partners, LLC exercised the right to purchase 4,109,828 shares~~ of ~~common stock per Common Stock Warrant, adjusted for dilution, that was issued with November 13, 2018 note.~~ Contents

~~F-18~~ITEM ~~Table~~9. ofChanges ~~Contents~~In and Disagreements with Accountants on Accounting and Financial Disclosure

~~ITEM 9~~None. ~~Changes In and Disagreements with Accountants on Accounting and Financial Disclosure~~

~~None~~ITEM 9A. Controls and Procedures

~~ITEM~~Evaluation ~~9A.~~of Disclosure Controls and Procedures

~~Evaluation~~In connection with the preparation of this annual report, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of July 31, 2020. Disclosure ~~Controls~~controls and ~~Procedures~~procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

InDuring ~~connection with~~ the ~~preparation~~evaluation of ~~this~~disclosure ~~annual~~controls ~~report,~~and anprocedures ~~evaluation~~as ~~was~~of ~~carried~~July ~~out~~31, by2020, ~~the Company’s~~ management, ~~with~~identified ~~the~~material ~~participation~~weaknesses ofin ~~the~~internal ~~chief~~control ~~executive~~over ~~officer and the chief~~ financial ~~officer~~reporting, ofwhich ~~the~~management ~~effectiveness~~considers ofan ~~the~~integral ~~Company’s~~component of disclosure controls and procedures. ~~(as~~Material ~~defined~~weaknesses inidentified ~~Rules~~include ~~13a-15(e) and 15d-15(e) under~~ the ~~Securities~~lack ~~Exchange Act~~ of ~~1934~~any ~~(“Exchange~~segregation ~~Act”)) as~~ of ~~July 31~~duties, ~~2019.~~lack ~~Disclosure~~of ~~controls~~appropriate ~~and~~accounting ~~procedures~~policies ~~are~~and ~~designed~~management’s toassessment ~~ensure~~of ~~that~~internal ~~information~~control ~~required~~over tofinancial bereporting. ~~disclosed~~As ina ~~reports~~result ~~filed~~of ~~or submitted under~~ the ~~Exchange~~material ~~Act~~weaknesses ~~is recorded~~identified, ~~processed,~~management ~~summarized,~~concluded ~~and~~that ~~reported within the time periods specified in the Commission~~Company’s ~~rules~~disclosure ~~and~~controls ~~forms,~~ and ~~that~~procedures ~~such~~were ~~information~~not ~~is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures~~effective.

~~During~~Notwithstanding the ~~evaluation~~existence of ~~disclosure~~these ~~controls~~material ~~and procedures as of July 31~~weaknesses, ~~2019,~~ management ~~identified~~believes ~~material~~that ~~weaknesses~~the inconsolidated ~~internal control over~~ financial ~~reporting,~~statements ~~which~~in ~~management~~this ~~considers~~annual anreport ~~integral~~on ~~component~~Form of10-K ~~disclosure~~fairly ~~controls~~present, ~~and~~in ~~procedures.~~all ~~Material~~material ~~weaknesses~~respects, ~~identified~~Company’s ~~include~~financial ~~the~~condition ~~lack~~as of ~~any~~July ~~segregation of duties~~31, ~~lack~~2020 ofand ~~appropriate~~2019, ~~accounting policies~~ and ~~management’s~~results ~~assessment~~ of ~~internal~~its ~~control~~operations ~~over~~and ~~financial~~cash ~~reporting.~~flows Asfor athe ~~result~~years ofended ~~the~~July ~~material~~31, ~~weaknesses~~2020 ~~identified~~and 2019, ~~management~~in ~~concluded~~conformity ~~that~~with ~~Company’s~~United ~~disclosure~~States ~~controls~~generally ~~and~~accepted ~~procedures~~accounting ~~were~~principles ~~not effective~~(GAAP).

Notwithstanding the existence of these material weaknesses, management believes that the consolidated financial statements in this annual report on Form 10-K fairly present, in all material respects, CompanyManagement’s ~~financial~~Report ~~condition~~on asInternal ofControl ~~July~~over ~~31,~~Financial ~~2019 and 2018, and results of its operations and cash flows for the years ended July 31, 2019 and 2018, in conformity with United States generally accepted accounting principles (GAAP).~~ Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s ~~Report~~internal oncontrol over financial reporting is a process, under the supervision of the chief executive officer and the chief financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal ~~Control~~control over ~~Financial~~financial ~~Reporting~~reporting includes those policies and procedures that:

~~Management~~* ofPertain to the ~~Company~~maintenance isof ~~responsible~~records ~~for~~that ~~establishing~~in reasonable detail accurately and ~~maintaining~~fairly ~~adequate~~reflect ~~internal~~the ~~control~~transactions ~~over~~and ~~financial~~dispositions ~~reporting.~~of ~~The~~the Company’s ~~internal~~assets; ~~control~~* ~~over~~Provide ~~financial~~reasonable ~~reporting~~assurance isthat atransactions ~~process,~~are ~~under~~recorded ~~the~~as ~~supervision~~necessary to permit preparation of the ~~chief~~financial ~~executive~~statements ~~officer~~in ~~and~~accordance ~~the~~with ~~chief~~generally ~~financial~~accepted ~~officer~~accounting principles, ~~designed~~and tothat ~~provide~~receipts ~~reasonable~~and ~~assurance~~expenditures ~~regarding~~are ~~the~~being ~~reliability~~made ofonly ~~financial~~in ~~reporting~~accordance with authorizations of management and the ~~preparation~~board of ~~the~~directors; ~~Company’s~~and ~~financial~~* ~~statements~~Provide ~~for~~reasonable ~~external~~assurance ~~purposes~~regarding inprevention ~~accordance~~or ~~with~~timely ~~United~~detection ~~States~~of ~~generally~~unauthorized ~~accepted~~acquisition, ~~accounting~~use, ~~principles~~or ~~(GAAP).~~disposition ~~Internal~~of ~~control~~the ~~over~~Company’s ~~financial~~assets ~~reporting~~that ~~includes~~could ~~those~~have ~~policies~~a ~~and~~material ~~procedures~~effect ~~that:~~on the financial statements.

*24 ~~Pertain~~Table ~~to the maintenance~~ of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets; * Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and * Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.Contents

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of July 31, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified material weaknesses in internal control over financial reporting.

A material weakness is a control deficiency, or a 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 will not be prevented or detected on a timely basis.

The material weaknesses identified are disclosed below.

Ineffective Oversight of Financial Reporting. The Company has not provided an appropriate level of oversight of the financial reporting process and has not appropriately monitored the Company’s system of internal control. The Company’s monitoring of management’s assessment of internal control over financial reporting did not result in appropriate actions taken by management to remedy the deficiencies in the process to assess internal control over financial reporting. The Company has no independent audit committee overseeing the financial reporting process.

Failure to Segregate Duties. Management has not maintained any segregation of duties within the Company due to its reliance on individuals to fill multiple roles and responsibilities. Our failure to segregate duties has been a material weakness since inception through this annual report.

Sufficiency of Accounting Resources. The Company has limited accounting personnel to prepare its financial statements. The insufficiency of our accounting resources has been a material weakness since inception.

As a result of the material weaknesses in internal control over financial reporting described above, the Company’s management has concluded that, as of July 31, ~~2019~~2020, the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by the COSO.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged the Company’s independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Controls over Financial Reporting

During the period ended July 31, ~~2019~~2020, there have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

24ITEM ~~Table~~9B. ofOther ~~Contents~~Information

~~ITEM 9B~~None. ~~Other Information~~

~~Debt~~25 ~~Financing~~Table of Contents

OnPART August 12, 2019, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. to issue a convertible note in the principal amount of $73,000, with unsecured, interest bearing at 12% per annum and a maturity date of May 30, 2020.III

OnITEM ~~August~~10. 16Directors, ~~2019,~~Executive ~~Crown~~Officers ~~Bridge Partners, LLC converted principal in the amount of $53,000 consisting of $52,500 of principal~~ and ~~$500~~Corporate of fees plus interest of $5,250 for 4,830,016 shares of common stock on the second tranche of $35,000 of the note that was issued November 13, 2018 in the aggregate principal amount of $105,000 to be funded in three (3) tranches and the second tranche defaulted with a penalty of $17,500. Governance

OnThe ~~September~~following ~~12,~~table ~~2019,~~sets forth the ~~Company~~names ~~entered~~of ~~into~~the aCompany’s ~~Securities~~directors, ~~Purchase~~executive ~~Agreement~~officers, ~~with BHP Capital NY Inc.~~ and ~~Jefferson~~key ~~Street Capital~~employees, ~~LLC, severally~~ and ~~not~~their ~~jointly,~~positions towith ~~issue convertible notes in~~ the ~~aggregate~~Company, ~~principal~~as ~~amount~~ of ~~$165,000, each in~~ the ~~principal amount of $82,500, with unsecured, interest bearing at 8% per annum and a maturity~~ date of ~~May~~this ~~30,~~Annual ~~2020.~~Report:

On September 24, 2019, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. to issue an additional amount of convertible note in the amount of $55,000, with unsecured, interest bearing at 12% per annum and a maturity date of July 12, 2020.

Name	Age	Position(s)	Term of Officers (Directors)
Michael R. Ward	64	President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Accounting Officer Chairman of the Board of Directors,	August 11, 2016-Present
Patrick C. Dosser	37	Vice President	January 17, 2017-Present
Soll Sussman	69	Member Board of Directors	March 8, 2017-Present
Alejandro Amelio	50	Member Board of Directors	March 8, 2017-Present

OnExcept ~~October~~as ~~17,~~set ~~2019,~~forth ~~Crown~~in ~~Bridge~~the ~~Partners~~brief account of business experience below, ~~LLC~~none ~~exercised~~of the ~~right~~events tolisted ~~purchase~~in ~~3,696,973~~Item ~~shares~~401(f) of ~~common~~Regulation ~~stock~~S-K ~~per~~has ~~Common~~occurred ~~Stock~~during ~~Warrant~~the past ten years and that ~~was~~is ~~issued~~material ~~with~~to ~~November~~the 13evaluation of the ability or integrity of any of the Company’s directors, ~~2018~~director ~~note.~~nominees or executive officers.

OnBusiness ~~February~~Experience ~~10, 2020, Crown Bridge Partners, LLC exercised the right to purchase 4,109,828 shares~~ of ~~common~~Directors ~~stock~~and ~~per~~Executive ~~Common Stock Warrant, adjusted for dilution, that was issued with November 13, 2018 note.~~ Officers

~~Equity~~Michael ~~Financing~~Ward - CEO, CFO, Director

InMr. ~~October~~Ward ~~2019~~has been the President, CEO and a director of Mirage Energy Corporation since August 11, 2016. He has also been the ~~Company~~President, ~~offered~~CEO, CFO and ~~sold~~director 2of 4 Ward Resources,~~000~~ Inc. since June 2015. In May of 2015,~~000~~ ~~shares~~Mr. Ward founded 4Ward Resources, Inc. to develop an international pipeline crossing from Texas into Mexico interconnecting to a proposed natural gas storage reservoir. The proposed reservoir would be the first underground natural gas storage facility in the country of ~~common~~Mexico. ~~stock~~4Ward atResources, $0Inc.~~040~~ ~~per~~was ~~share~~acquired ~~for~~by ~~$80~~Mirage Energy Corporation in January 2017. In February 2017,~~000~~ three additional subsidiaries associated with the pipelines and storage facility were acquired.

InFrom ~~January~~August ~~2020~~2010 until December 2013, ~~the~~Mr. ~~Company~~Ward ~~offered~~was the President and ~~sold~~CEO 4of Gambit Energy Corporation,~~200~~ formerly Gulfmark Energy Group,~~000~~ ~~shares~~Inc., ofincluding ~~common~~its ~~stock~~subsidiaries atGulfmark $0Resources, Inc.~~035~~ ~~per~~and ~~share~~Blanco ~~for~~Drilling, ~~$147~~Inc. The companies were formed to focus on oil and gas acquisition,~~000~~ exploration, drilling, development, production with the view to sell natural gas, crude oil, and natural gas liquids, primarily from conventional reservoirs within the State of Texas. The Company drilled two Eagleford shale oil horizontal wells.

~~The~~From ~~Company~~May ~~believes~~2007 ~~the~~through ~~offer~~July ~~and~~2010, ~~sale~~Mr. ofWard ~~the~~was ~~shares of common stock above were made in reliance upon~~ the ~~exemptions~~President ~~from registration under Section 4(a)(2)~~ and ~~Regulation~~CEO ~~D Rule 506~~ of ~~the~~Bentley ~~Securities~~Energy ~~Act of 1933, as amended (the “Securities Act“)~~Corporation. ~~The~~Bentley ~~offers~~Energy ~~and~~Corporation ~~sales~~in ~~represented~~association ~~private~~with ~~transactions~~its ~~not involving a public offering. As such~~subsidiaries, ~~the~~Sonterra ~~shares~~Energy ~~may~~Corporation ~~not~~and beLone ~~offered~~Star orPropane, ~~sold~~engaged in ~~the~~distribution ~~United States unless they are registered under the Securities Act, or an exemption from the registration requirements~~ of ~~the~~propane ~~Securities~~in ~~Act~~Central isand ~~available~~South Texas.

25From ~~Table~~1997 through December 6, 2006, Mr. Ward served as President and CEO of ~~Contents~~Tidelands Oil and Gas Corporation, then, a publicly held corporation quoted on the OTC Bulletin Board. Tidelands was involved in production and exploration, drilling, gas processing and pipeline transmission. The company was instrumental in creating an expedited process for a cross border gas transmission pipeline from Eagle Pass, Texas to Piedras Negras, Mexico. This international pipeline crossing process was coordinated between Tidelands, the Texas Railroad Commission, FERC and PEMEX. Additionally, Tidelands began work on a proposed underground natural gas storage project in the Brasil field in Mexico. This originally proposed natural gas storage facility in Mexico is the same project which 4Ward Resources and Mirage Energy are presently advancing through the Mexican energy regulatory authorities.

~~PART~~Mr. ~~III~~ Ward has more than 40 years of diversified experience as an oil and gas professional.

~~ITEM~~26 ~~10.~~Table ~~Directors,~~of ~~Executive Officers and Corporate Governance~~Contents

~~The~~Patrick ~~following~~C. ~~table~~Dosser ~~sets~~- ~~forth~~Vice ~~the names of the Company’s directors, executive officers, and key employees, and their positions with the Company, as of the date of this Annual Report:~~President

Name	Age	Position(s)	Term of Officers (Directors)
Michael R. Ward	63	President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Accounting Officer Chairman of the Board of Directors,	August 11, 2016-Present
Patrick C. Dosser	36	Vice President	January 17, 2017-Present
John W. Dosser	37	Vice President	January 17, 2017-July 31, 2019
David J. Cibrian	55	Member Board of Directors	January 17, 2017-May 27, 2019
Soll Sussman	68	Member Board of Directors	March 8, 2017-Present
Alejandro Amelio	49	Member Board of Directors	March 8, 2017-Present

Mr. Patrick Dosser has been a Vice President of 4Ward Resources, located in San Antonio Texas, since August 1, 2015. He continues to contribute his 10 years of expertise in the fields of exploration and production, midstream transmission, and propane services.

~~Except~~After asgraduating ~~set~~from ~~forth~~Southwestern inUniversity ~~the~~with ~~brief~~his ~~account~~Bachelor’s ofdegree ~~business~~in ~~experience below~~2005, ~~none~~Patrick ofDosser ~~the~~worked ~~events~~at ~~listed~~Tidelands Oil & Gas in ~~Item~~IT ~~401(f)~~and ofHuman ~~Regulation~~Resource ~~S-K~~departments. ~~has~~Mr. ~~occurred~~Dosser ~~during~~worked ~~the~~on ~~past~~all ~~ten~~aspects ~~years~~of installation and ~~that~~maintenance isof ~~material~~computers before he was promoted to the ~~evaluation~~liaison ofbetween Tidelands, the ~~ability~~Texas orRailroad ~~integrity~~Commission ofand ~~any~~their ofMexican Sub-contractors. Tidelands successfully permitted and constructed the ~~Company’s~~first ~~directors~~international pipeline between Eagle Pass, ~~director~~Texas ~~nominees~~and orPiedras ~~executive~~Negras, ~~officers~~Coahuila. Tidelands began work on an underground storage project in the Brasil field in Mexico. Mr. Dosser is regarded as an integral part of the original team.

~~Business~~Starting ~~Experience~~in of2006, ~~Directors~~he worked as the Regulatory Compliance Officer at Sonterra Energy Corporation (“Sonterra”), which provides commercial and ~~Executive~~residential ~~Officers~~propane service in South Texas. During his time at Sonterra, he supervised the satellite company’s day to day operations, including scheduling all field and office personal. He also handled Sonterra’s public awareness programs, operator qualification programs and reported to all State and Federal agencies.

~~Michael~~In ~~Ward~~2010, -Mr. ~~CEO~~Dosser began work at Blanco Drilling, ~~CFO~~Inc. (“Blanco Drilling”), ~~Director~~an oil and gas exploration company. He scheduled all drilling crews and managed all drill site preparations. When he became the drilling supervisor, Mr. Dosser permitted and prepared drilling locations while managing the day-to-day activities of drilling personnel and third-party contractors. Mr. Dosser left Blanco Drilling in September 2013.

Mr. ~~Ward~~Patrick Dosser has ~~been~~not ~~the~~held ~~President, CEO and~~ a ~~director~~directorship ofin ~~Mirage~~any ~~Energy~~companies ~~Corporation~~which ~~since~~had ~~August~~a ~~11,~~class ~~2016. He has also been the President, CEO, CFO and director~~ of 4securities ~~Ward~~registered ~~Resources,~~pursuant ~~Inc.~~to ~~since~~section ~~June~~12 ~~2015. In May~~ of ~~2015,~~the MrU. ~~Ward founded 4Ward Resources, Inc~~S. toSecurities ~~develop~~Exchange anAct ~~international~~of ~~pipeline~~1934 ~~crossing~~(the ~~from~~“Exchange ~~Texas~~Act”) ~~into~~or ~~Mexico~~subject ~~interconnecting~~ to ~~a proposed natural gas storage reservoir. The proposed reservoir would be~~ the ~~first~~requirements ~~underground~~of ~~natural~~section ~~gas~~15(d) ~~storage facility in the country~~ of ~~Mexico. 4Ward Resources, Inc. was acquired by Mirage Energy Corporation in January 2017. In February 2017, three additional subsidiaries associated with~~ the ~~pipelines~~Exchange ~~and storage facility were acquired~~Act.

~~From~~27 ~~August~~Table ~~2010 until December 2013, Mr. Ward was the President and CEO~~ of Gambit Energy Corporation, formerly Gulfmark Energy Group, Inc., including its subsidiaries Gulfmark Resources, Inc. and Blanco Drilling, Inc. The companies were formed to focus on oil and gas acquisition, exploration, drilling, development, production with the view to sell natural gas, crude oil, and natural gas liquids, primarily from conventional reservoirs within the State of Texas. The Company drilled two Eagleford shale oil horizontal wells.Contents

~~From~~Soll ~~May~~Sussman ~~2007~~- ~~through~~Member ~~July~~Board ~~2010, Mr. Ward was the President and CEO~~ of Bentley Energy Corporation. Bentley Energy Corporation in association with its subsidiaries, Sonterra Energy Corporation and Lone Star Propane, engaged in distribution of propane in Central and South Texas. Directors

From 1997 through December 6, 2006, Mr. Ward served as President and CEO of Tidelands Oil and Gas Corporation, then, a publicly held corporation quoted on the OTC Bulletin Board. Tidelands was involved in production and exploration, drilling, gas processing and pipeline transmission. The company was instrumental in creating an expedited process for a cross border gas transmission pipeline from Eagle Pass, Texas to Piedras Negras, Mexico. This international pipeline crossing process was coordinated between Tidelands, the Texas Railroad Commission, FERC and PEMEX. Additionally, Tidelands began work on a proposed underground natural gas storage project in the Brasil field in Mexico. This originally proposed natural gas storage facility in Mexico is the same project which 4Ward Resources and Mirage Energy are presently advancing through the Mexican energy regulatory authorities. 2012-Present

During the last five years, Mr. ~~Ward~~Sussman has ~~more~~been ~~than~~Managing 40Director ~~years~~ of ~~diversified~~S ~~experience~~Cubed asStudio, an Austin based consulting firm which he founded after his retirement from the Texas General Land Office in 2012. S Cubed is a consulting firm that specializes in developing U.S and Mexico cross-border relationships and partnerships related to the oil and gas ~~professional~~industry.

~~Patrick~~Additionally, Cbetween 2011 and 2015 Mr. ~~Dosser~~Sussman was a consultant for the Border Environment Cooperation Commission. During this period, he assisted with the coordination of the annual U.S.-Mexico ~~Vice~~Border ~~President~~Energy Forum.

~~Mr.~~Prior ~~Patrick~~to ~~Dosser~~founding ~~has~~S ~~been~~Cubed aStudio, ~~Vice~~he ~~President~~was ofemployed ~~4Ward~~for ~~Resources,~~21 ~~located~~years inwith ~~San~~the ~~Antonio~~ Texas, ~~since~~General ~~August~~Land 1Office, ~~2015.~~a Hestate ~~continues~~government toagency, ~~contribute~~working ~~his~~with 10a ~~years~~variety of ~~expertise~~energy inmarketing, ~~the~~renewable ~~fields of exploration and production~~energy, ~~midstream~~alternative ~~transmission,~~fuels and ~~propane~~border ~~services~~energy programs.

~~After~~Prior ~~graduating~~to ~~from Southwestern University with his Bachelor’s degree in 2005~~1991, ~~Patrick~~Mr. ~~Dosser~~Sussman worked atoutside ~~Tidelands~~the ~~Oil~~United &States ~~Gas~~as inan ITinternational ~~and~~news ~~Human~~correspondent ~~Resource~~for ~~departments.~~The ~~Mr.~~Associated ~~Dosser~~Press ~~worked~~(AP). onHis ~~all~~last ~~aspects~~post ~~of installation and maintenance of computers before he~~ was ~~promoted~~as toA.P. ~~the~~bureau ~~liaison~~chief ~~between~~for ~~Tidelands~~Canada, ~~the~~based ~~Texas~~in ~~Railroad Commission and their Mexican Sub-contractors~~Toronto. ~~Tidelands~~He ~~successfully~~spent ~~permitted~~five ~~and~~years ~~constructed~~based ~~the~~in ~~first~~Mexico ~~international~~City ~~pipeline~~as ~~between~~A.P. ~~Eagle~~news ~~Pass,~~editor ~~Texas~~for Mexico and ~~Piedras~~Central ~~Negras, Coahuila~~America. ~~Tidelands~~His ~~began~~domestic ~~work~~assignments onfor anThe ~~underground~~Associated ~~storage~~Press ~~project~~included inDallas, ~~the~~Austin, ~~Brasil~~Washington ~~field~~and inNew ~~Mexico~~York. ~~Mr. Dosser is regarded as an integral part of the original team.~~

26Mr. ~~Table~~Sussman holds a Master’s Degree from the University of ~~Contents~~Texas’ Institute of Latin American Studies and is a graduate of Johns Hopkins University in Baltimore, Maryland. He also continues to work as a writer, contributing freelance articles on business and cultural topics to a variety of weekly and monthly publications.

~~Starting~~The inCompany ~~2006,~~believes hethat ~~worked~~Mr. asSussman’s ~~the~~business ~~Regulatory~~experience ~~Compliance Officer at Sonterra Energy Corporation (“Sonterra”), which provides commercial~~ and ~~residential~~skill ~~propane service~~ in ~~South Texas. During his time at Sonterra, he supervised~~ the ~~satellite~~energy ~~company’s day to day operations~~business, ~~including~~both ~~scheduling~~domestically ~~all field~~ and ~~office~~in ~~personal. He also handled Sonterra’s public awareness programs~~Mexico, ~~operator~~qualifies ~~qualification~~him ~~programs~~as ~~and~~a ~~reported~~valuable tomember ~~all~~of ~~State~~our ~~and~~Board ~~Federal~~of ~~agencies~~Directors.

In28 ~~2010,~~Table Mr. Dosser began work at Blanco Drilling, Inc. (“Blanco Drilling”), an oil and gas exploration company. He scheduled all drilling crews and managed all drill site preparations. When he became the drilling supervisor, Mr. Dosser permitted and prepared drilling locations while managing the day-to-day activities of ~~drilling personnel and third-party contractors. Mr. Dosser left Blanco Drilling in September 2013.~~Contents

~~Mr.~~Alejandro ~~Patrick~~Amelio ~~Dosser~~- Member ~~has~~Board ~~not held a directorship in any companies which had a class~~ of ~~securities~~Directors ~~registered pursuant to section 12 of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) or subject to the requirements of section 15(d) of the Exchange Act.~~

~~John W. Dosser~~ 2003- ~~Vice President~~ Present

Mr. ~~John~~Amelio ~~Dosser~~founded ~~has~~Technology ~~over~~Marketing 10Concepts ~~years~~(TMC) ofin ~~experience~~2003. inTMC ~~the~~is an oil and gas ~~sector~~industry ofsales, ~~the~~marketing ~~energy~~and ~~industry.~~consulting Hefirm ~~has~~focused ~~worked~~on inpromoting ~~all~~financial ~~facets~~and oftechnical products cross-border between the ~~trade~~U.S. ~~including~~and ~~upstream~~Mexico. ~~exploration~~In addition to owning and ~~production~~operating TMC, ~~pipeline~~he ~~transport~~is ~~systems~~also an Operating Partner of PROM/TEC S.A. de C.V., a Mexico City-based company dedicated to marketing, promotion and ~~downstream~~sale ~~propane~~of ~~delivery~~liquid ~~companies~~custody transfer equipment and services focused primarily in the midstream and downstream energy sector.

~~After~~The ~~graduating~~partnership ~~from Southwestern University~~ with aPROM/TEC ~~Business~~S.A. ~~Degree~~de inC.V. ~~2005,~~enhances Mr. ~~Dosser~~Amelio’s ~~became~~cross-border ~~a Marketing Associate for Tidelands Oil & Gas Corporation~~effectiveness. ~~The~~Some ~~Company~~of ~~had~~his ~~operations~~current ~~across~~clients ~~North~~include ~~America~~PEMEX ~~with~~Logística, ~~its~~PEMEX ~~corporate~~Tranformación ~~headquarters~~Industrial in(previously ~~San~~PEMEX ~~Antonio.~~Refinación, ~~Mr.~~PGPB ~~Dosser~~and ~~worked~~Petroquímica), onAeropuertos ~~many~~y ~~pipeline~~Servicios ~~projects~~Auxiliares ~~including~~(ASA), ~~international~~CFE, ~~crossings~~Celanese, ~~into~~BASF, ~~Mexico.~~Foster HeWheeler, ~~was~~Grupo ~~part~~Avanzia, ofand ~~the~~ICA-Fluor ~~original~~Daniel, ~~team~~Grupo ~~pursuing the Burgos Hub project while working for Tidelands~~México.

InThroughout ~~December~~his ~~2006~~career, heMr. ~~was~~Amelio ~~offered~~has ~~the~~built ~~Director~~high oflevel ~~Marketing~~relations ~~position~~with atPEMEX ~~Bentley~~and ~~Energy~~other ~~Corporation~~government ~~(“Bentley”),~~regulating anentities ~~upstart~~enabling ~~energy~~him ~~company~~to ~~where~~participate heat ~~successfully~~the ~~developed~~forefront ~~the~~of ~~company~~Mexico’s ~~identity~~Energy ~~through~~Reform ~~designing and implementation~~initiatives. ~~Bentley~~His ~~wholly~~current ~~owned~~work ~~two~~includes ~~(2)~~large ~~propane~~scale ~~subsidiary~~projects ~~companies~~related ~~that~~to ~~serviced~~the ~~customers~~midstream ~~throughout~~energy ~~Central~~sector, ~~and~~as ~~South~~well ~~Texas.~~as ~~Mr.~~working ~~Dosser~~foreign ~~was~~companies ~~responsible~~interested ~~for~~in ~~maintaining~~investing ~~propane~~and ~~inventory~~participating ~~levels,~~in ~~purchasing~~the ~~inventory,~~opportunities ~~and~~created ~~all~~by ~~marketing~~Mexico’s ~~activity~~constitutional ~~and~~energy ~~promotions~~sector transformation.

~~In July 2010,~~ Mr. ~~Dosser~~Amelio’s ~~took~~business abackground ~~Marketing~~has ~~and~~been ~~Operations~~substantially ~~position~~strengthened atas ~~Gambit~~a ~~Energy,~~result ~~Inc.,~~of anhis ~~oil~~bicultural ~~and~~business ~~gas~~development ~~exploration~~and ~~company~~marketing experience which ~~drilled~~includes ~~oil~~no ~~wells~~less inthan ~~South~~10 ~~Texas~~years inof ~~the~~living ~~Eagle~~and ~~Ford~~working ~~shale.~~in Heboth ~~was responsible for building~~ the ~~company’s~~U.S. ~~identity through branding as well as business development~~ and ~~mineral rights acquisitions~~Mexico.

Mr. ~~John~~Amelio ~~Dosser~~holds ~~has~~a ~~not~~B.A. ~~held~~Degree ain ~~directorship~~Marketing from Southern Methodist University, Dallas, Texas. He began his career in ~~any~~the ~~companies~~oil ~~which~~and ~~had~~gas industry as an Associate at PTUSA Corporation, a ~~class~~Texas-based specialist in marketing and sales of ~~securities~~heavy ~~registered~~equipment ~~pursuant~~for tothe ~~section~~oil 12and ofgas industry heavily focused on the UMexico market.S. ~~Securities~~Following ~~Exchange~~his ~~Act~~employment ofwith ~~1934~~PTUSA, ~~(the~~he ~~“Exchange~~became ~~Act”)~~an oremployee ~~subject~~with toseveral ~~the~~highly ~~requirements~~respected ofHispanic ~~section~~Advertising ~~15(d)~~Agencies, ofincluding ~~the~~Ornelas ~~Exchange~~& ~~Act~~Associates and Lopez Negrete Communications, where he worked as Copywriter, Broadcast Director and Account Executive. As an Account Director, he managed firm account clients such as Walmart, Budweiser, PepsiCo, and Cervecería Moctezuma.

The Company believes that Mr. ~~Dosser~~Amelio’s ~~resigned~~oil asand ~~Vice-President~~gas onbusiness ~~July~~experience 31in the energy marketing business, ~~2019~~both domestically and in Mexico, qualifies him as a valuable member of our Board of Directors.

27(c) ~~Table~~Identification of ~~Contents~~certain significant employees. The Company currently does not have any significant employees, other than Michael Ward.

~~David~~(d) JFamily relationships. ~~Cibrian~~Patrick -C. ~~Director~~Dosser is Michael R. Ward’s son.

~~Mr. Cibrian has been a Managing Director with Brevet Capital, a New York City-based hedge fund~~ (~~www.brevetcapital.com~~f). HeInvolvement ~~has served~~ in acertain ~~variety~~legal ~~of roles during his career - lawyer, accountant, corporate executive and investment banker~~proceedings. David was formerly a CPA with Ernst & Young, Los Angeles and was a practicing international and corporate attorney for 25 years. Mr. Cibrian was also President of an energy efficiency technology company.

InOther ~~addition~~than toas ~~his~~disclosed ~~work with Brevet~~below, ~~Mr.~~none ~~Cibrian~~of ~~has been on~~ the ~~Board~~Company’s ofexecutive ~~Onko~~officers ~~Solutions,~~or ~~LLC,~~directors ahas ~~medical~~been ~~device~~involved ~~start-up company located~~ in ~~Austin,~~any ~~Texas,~~legal ~~and~~proceedings ~~has~~during ~~served~~the aspast aten ~~Senior~~(10) ~~Advisor~~years: ~~to Civitas Capital Group - Dallas, Texas. He has appeared on FOX Business Network~~

Mr. Ward founded Gulfmark Energy, Inc. (which became Gambit Energy, Inc.), Gulfmark Resources, Inc. and ~~been~~Blanco ~~quoted~~Drilling, Inc. in ~~international~~August ~~business~~2010 together with his father, and ~~legal~~served ~~media~~as ~~including~~their President, CEO, CFO and Director. The ~~Wall~~companies ~~Street~~were ~~Journal~~formed to focus their considerable oil and gas experience on acquisition, ~~Investor’s~~exploration, ~~Business~~drilling, ~~Daily~~development, ~~Newsweek~~production and ~~Mexico’s~~sale EIof ~~Financiero~~natural gas, crude oil, and natural gas liquids, primarily from conventional reservoirs within the State of Texas. MrGambit Energy, Inc. ~~Cibrian~~acquired isseveral oil & gas leases in Dimmit County Texas for the development of Eagleford Shale utilizing foreign partners to fund the leases and drilling costs in which Gambit Energy, Inc. received a ~~former~~carried ~~member~~interest of 12.50% on the ~~Texas~~entire ~~Finance~~project ~~Commission~~including leases and wells drilled. Gambit Energy, Inc. drilled two Eagleford Shale wells at a cost of $6,000,000 each and on the ~~Texas~~second ~~Credit~~well ~~Union~~the ~~Commission~~foreign ~~having~~partners ~~been~~didn’t ~~appointed~~pay by$4,000,000 ~~then~~of the bills owed. Since Gambit Energy, Inc. was the official operator of the wells, all bills were billed to Gambit Energy, Inc. Gambit Energy, Inc. filed a Chapter 7 bankruptcy petition in the U.S. Bankruptcy Court, Western District of Texas ~~Governor~~on ~~Rick~~November ~~Perry~~26, 2014. Mr. Ward resigned as an officer and director of Gambit Energy, Inc. in December 2014. Gulfmark Resources, Inc. and Blanco Drilling, Inc. were wholly owned subsidiaries of Gambit Energy, Inc.

~~The~~29 ~~Company~~Table ~~believes that Mr. Cibrian’s business experience and skill in business, both domestically and in Mexico, qualifies him as a valuable member~~ of ~~our Board of Directors.~~Contents

From May 2007 through July 2010, Mr. ~~Cibrian~~Ward ~~resigned~~was asthe ~~member~~President and CEO of Bentley Energy Corporation (“Bentley”). Bentley engaged in distribution of propane in Central and South Texas. Bentley owned and operated various propane distribution companies. Bentley voluntarily filed for reorganization under Chapter 11 of the ~~board~~federal bankruptcy laws. The case was filed in the U.S. Bankruptcy Court, Western District of ~~directors~~Texas on ~~May~~January 277, ~~2019~~2010. The court accepted the Company’s reorganization plan on, or about July 21, 2010 resulting in the Company’s sale to J.P. Energy Holdings, LLC. The Bentley bankruptcy petition was necessary in order to provide protection and continuity for its propane delivery to more than 8,000 customers. Bentley financed it business with a bank line of credit. Bentley had planned the line of credit would be converted to a 10-year term loan with a 5-year balloon at maturity one year later. At loan maturity, the bank only offered Bentley a straight 3-year loan term. Bentley’s propane business revenue was subject to seasonal fluctuations because it sold the majority of its propane in the winter months. Seasonal revenue fluctuations made it impossible for Bentley to meet bank payment obligations on a three-year term loan. Additionally, Bentley’s propane suppliers tightened credit and payment terms. This credit squeeze from the bank and suppliers coupled with the unprecedented financial crisis of 2008/2009 precipitated the bankruptcy. While under bankruptcy protection, Mr. Ward was able to sell the business, which operates today under a different name.

~~Soll~~(g) ~~Sussman~~Promoters -and ~~Member~~control ~~Board of Directors~~persons.

~~2012-Present~~Mr. Michael Ward, CEO and a member of the Board of Directors of the Company, owns 165,862,562 shares of our common stock which represents 41% of the total shares issued and outstanding. Additionally, Mr. Ward owns 10,000,000 Series A preferred shares which are convertible into 200,000,000 common shares. Therefore, Mr. Ward is the Company’s controlling shareholder. Except as disclosed above in paragraph (f), Mr. Ward has not been a party to any legal proceedings at any time during the past ten (10) years.

~~During~~Shareholder the last five years, Mr. Sussman has been Managing Director of S Cubed Studio, an Austin based consulting firm which he founded after his retirement from the Texas General Land Office in 2012. S Cubed is a consulting firm that specializes in developing U.S and Mexico cross-border relationships and partnerships related to the oil and gas industry.Communications

~~Additionally~~Company shareholders who wish to communicate with the Board of Directors or an individual director may write to Mirage Energy Corporation’s offices located at 900 Isom Rd., ~~between~~Ste. ~~2011~~306, ~~and~~San ~~2015~~Antonio, MrTX 78216. ~~Sussman~~Your ~~was~~letter should indicate that you are a ~~consultant~~shareholder ~~for~~and whether you own your shares in street name. Letters received will be retained until the ~~Border~~next ~~Environment~~Board ~~Cooperation~~meeting ~~Commission~~when they will be available to the addressed director. ~~During~~Such ~~this~~communications ~~period,~~may hereceive ~~assisted~~an ~~with~~initial evaluation to determine, based on the ~~coordination~~substance and nature of the ~~annual~~communication, Ua suitable process for internal distribution, review and response or other appropriate treatment.~~S.-Mexico~~ ~~Border~~There ~~Energy~~is ~~Forum~~no assurance that all communications will receive a response.

~~Prior~~Reports to founding S Cubed Studio, he was employed for 21 years with the Texas General Land Office, a state government agency, working with a variety of energy marketing, renewable energy, alternative fuels and border energy programs. Shareholders

~~Prior~~We toare ~~1991,~~a ~~Mr.~~reporting ~~Sussman~~company ~~worked~~and ~~outside~~file reports with the ~~United~~Securities ~~States~~and Exchange Commission (SEC), including this Form 10-K as anwell ~~international~~as ~~news~~other ~~correspondent~~reports ~~for~~on ~~The~~Form ~~Associated~~8-K ~~Press~~and ~~(AP)~~quarterly reports on Form 10-Q. ~~His~~The ~~last~~public ~~post~~may ~~was~~read asand ~~A.P.~~copy ~~bureau~~any ~~chief~~materials ~~for~~filed ~~Canada,~~with ~~based~~the inSEC ~~Toronto.~~at Hethe ~~spent~~SEC’s ~~five~~Public ~~years~~Reference ~~based~~Room inat ~~Mexico~~100 ~~City~~F asSt., ANE.P, Washington, D.C. ~~news~~20549. ~~editor~~Information ~~for~~on ~~Mexico~~the ~~and~~operation ~~Central~~of ~~America.~~the ~~His~~Public ~~domestic~~Reference ~~assignments~~Room ~~for~~may be obtained by calling the SEC at 1-800-SEC-0330. The ~~Associated~~Company ~~Press~~files ~~included~~its ~~Dallas,~~reports ~~Austin~~electronically and the SEC maintains an Internet site that contains reports, ~~Washington~~proxy and ~~New~~information ~~York~~statements and other information filed by the company with the SEC electronically. The address of that site is http://www.sec.gov.

~~Mr.~~30 ~~Sussman~~Table ~~holds a Master’s Degree from the University~~ of Texas’ Institute of Latin American Studies and is a graduate of Johns Hopkins University in Baltimore, Maryland. He also continues to work as a writer, contributing freelance articles on business and cultural topics to a variety of weekly and monthly publications.Contents

~~The~~Conflict ~~Company believes that Mr. Sussman’s business experience and skill in the energy business, both domestically and in Mexico, qualifies him as a valuable member~~ of ~~our~~Interest ~~Board of Directors.~~Policy

28Our ~~Table~~policy was established to guard against any potential conflicts of ~~Contents~~interest. As the Company grows it will be the job of the audit committee to decide if additional controls need to be put in place.

~~Alejandro~~Code ~~Amelio~~of Ethics

~~2003-Present~~On November 13, 2017, the Board of Directors adopted the Company’s Code of Ethical Conduct.

~~Mr.~~Meetings ~~Amelio founded Technology Marketing Concepts (TMC) in 2003. TMC is an oil~~ and ~~gas~~Committees ~~industry~~of ~~sales, marketing and consulting firm focused on promoting financial and technical products cross-border between~~ the ~~U.S.~~Board ~~and Mexico. In addition to owning and operating TMC, he is also an Operating Partner~~ of PROM/TEC S.A. de C.V., a Mexico City-based company dedicated to marketing, promotion and sale of liquid custody transfer equipment and services focused primarily in the midstream and downstream energy sector. Directors

~~The~~We ~~partnership~~presently ~~with~~have ~~PROM/TEC~~no ~~S.A.~~formal deindependent CBoard committees.V. ~~enhances~~Until ~~Mr.~~further ~~Amelio’s~~determination, ~~cross-border~~the ~~effectiveness.~~full ~~Some~~Board of ~~his~~Directors ~~current~~will ~~clients~~undertake ~~include~~the ~~PEMEX~~duties ~~Logística,~~of ~~PEMEX~~the ~~Tranformación~~audit ~~Industrial~~committee, ~~(previously~~compensation ~~PEMEX~~committee ~~Refinación,~~and ~~PGPB~~nominating and ~~Petroquímica),~~governance ~~Aeropuertos~~committee. yThe ~~Servicios~~members ~~Auxiliares~~of ~~(ASA),~~the ~~CFE,~~Board ~~Celanese,~~of ~~BASF,~~Directors ~~Foster~~performing ~~Wheeler,~~these ~~Grupo~~functions ~~Avanzia~~as of July 31, ~~and~~2020 ~~ICA-Fluor~~are ~~Daniel~~Michael R. Ward, ~~Grupo~~Soll ~~México~~Sussman and Alejandro Amelio.

~~Throughout~~Compensation his career, Mr. Amelio has built high level relations with PEMEX and other government regulating entities enabling him to participate at the forefront of Mexico’s Energy Reform initiatives. His current work includes large scale projects related to the midstream energy sector, as well as working foreign companies interested in investing and participating in the opportunities created by Mexico’s constitutional energy sector transformation. Committee

~~Mr.~~The ~~Amelio’s~~Board ~~business background has been substantially strengthened as a result~~ of ~~his~~Directors, ~~bicultural~~in ~~business~~its ~~development~~Compensation ~~and~~Committee ~~marketing~~role, ~~experience~~will ~~which~~be ~~includes~~responsible nofor ~~less~~recommendations ~~than~~to 10the ~~years~~Board of ~~living~~Directors ~~and~~respecting ~~working~~the incompensation ~~both~~of ~~the~~our ~~U.S.~~named ~~and~~executive ~~Mexico~~officers.

~~Mr.~~Audit Amelio holds a B.A. Degree in Marketing from Southern Methodist University, Dallas, Texas. He began his career in the oil and gas industry as an Associate at PTUSA Corporation, a Texas-based specialist in marketing and sales of heavy equipment for the oil and gas industry heavily focused on the Mexico market. Following his employment with PTUSA, he became an employee with several highly respected Hispanic Advertising Agencies, including Ornelas & Associates and Lopez Negrete Communications, where he worked as Copywriter, Broadcast Director and Account Executive. As an Account Director, he managed firm account clients such as Walmart, Budweiser, PepsiCo, and Cervecería Moctezuma.Committee

The ~~Company~~Board ~~believes~~of ~~that~~Directors, ~~Mr.~~in ~~Amelio~~its Audit Committee role, will be responsible for selecting the Company’s ~~oil~~independent auditors, approve the scope of audit and ~~gas~~related ~~business~~fees, ~~experience~~and inreview ~~the~~financial ~~energy~~reports, ~~marketing~~audit ~~business~~results, ~~both~~internal ~~domestically~~accounting procedures, related-party transactions, when appropriate, and inprograms ~~Mexico~~to comply with applicable requirements relating to financial accountability. The Audit Committees function will include the development of policies and procedures for compliance by the Company and its officers and directors with applicable laws and regulations. The audit committee has reviewed and discussed the attached audited financial statements with management. The audit committee has received written disclosures from the independent accountant required by Independence Standard Board Standard No. 1, ~~qualifies~~as ~~him~~amended, as aadopted ~~valuable~~by ~~member~~the PCAOB in Rule 3600T and has discussed the independence of ~~our~~the company’s certifying accountant. Based on this review and discussion, the Board of Directors, in its audit committee role, recommended that the audited financial statements be included in this Annual Report.

~~Identification~~Nomination ofand ~~certain~~Governance ~~significant employees~~Committee

~~Family~~The ~~relationships~~Board of Directors, in its Nomination and Governance Committee role, will be responsible for recommendations to the Board of Directors respecting corporate governance principles; prospective nominees for Director; Board member performance and composition; function, composition and performance of Board committees; succession planning; Director and Officer liability insurance coverage; and Director’s responsibilities.

~~Involvement~~31 inTable ~~certain~~of ~~legal proceedings~~Contents

~~Other~~Certain ~~than~~Provisions ~~as disclosed below, none~~ of the Company’s ~~executive~~Articles ~~officers~~of orIncorporation ~~directors~~and ~~has~~Nevada ~~been~~Law ~~involved~~Relating into ~~any~~Indemnification ~~legal~~of ~~proceedings~~Directors ~~during~~and ~~the past ten (10) years:~~ Officers

~~Mr.~~Nevada ~~Ward~~Law ~~founded~~provides ~~Gulfmark~~that ~~Energy,~~each ~~Inc.~~existing ~~(which~~or ~~became~~former ~~Gambit~~director ~~Energy,~~and ~~Inc.),~~officer ~~Gulfmark~~of ~~Resources,~~a ~~Inc.~~corporation ~~and~~may ~~Blanco~~be ~~Drilling,~~indemnified ~~Inc.~~ in ~~August~~certain ~~2010~~instances ~~together~~against ~~with~~certain ~~his~~liabilities ~~father,~~which ~~and~~he ~~served~~or asshe ~~their~~may ~~President~~incur, ~~CEO,~~inclusive ~~CFO~~of ~~and Director. The companies were formed to focus their considerable oil and gas experience on acquisition~~fees, ~~exploration,~~costs ~~drilling, development, production~~ and ~~sale~~other ofexpenses ~~natural~~incurred ~~gas,~~in ~~crude~~connection ~~oil,~~with ~~and~~such ~~natural gas liquids~~defense, ~~primarily~~by ~~from~~virtue ~~conventional reservoirs within the State~~ of ~~Texas.~~his ~~Gambit~~or ~~Energy,~~her ~~Inc.~~relationship ~~acquired~~with ~~several oil & gas leases in Dimmit County Texas for~~ the ~~development~~corporation ofor ~~Eagleford~~with ~~Shale~~another ~~utilizing~~entity ~~foreign partners~~ to ~~fund~~ the ~~leases~~extent ~~and~~that ~~drilling~~such ~~costs~~latter inrelationship ~~which~~shall ~~Gambit~~have ~~Energy,~~been ~~Inc.~~undertaken ~~received~~at athe ~~carried~~request ~~interest~~ of ~~12.50% on~~ the ~~entire~~corporation; ~~project including leases~~ and ~~wells~~may ~~drilled.~~have ~~Gambit~~advanced ~~Energy,~~such ~~Inc.~~expenses ~~drilled~~incurred ~~two~~in ~~Eagleford~~defending ~~Shale~~against ~~wells~~such atliabilities aupon ~~cost~~undertaking ofto ~~$6,000,000~~repay ~~each and on~~ the ~~second~~same ~~well~~in the ~~foreign~~event ~~partners~~an ~~didn’t~~ultimate ~~pay~~determination ~~$4,000,000~~is ofmade ~~the~~denying ~~bills~~entitlement ~~owed. Since Gambit Energy, Inc. was the official operator of the wells, all bills were billed~~ to ~~Gambit Energy, Inc~~indemnification. ~~Gambit~~The ~~Energy,~~Company’s ~~Inc.~~bylaws ~~filed~~incorporate ~~a Chapter 7 bankruptcy petition in~~ the ~~U.S.~~statutory ~~Bankruptcy~~form ~~Court, Western District~~ of ~~Texas~~indemnification onby ~~November~~specific ~~26, 2014~~reference. ~~Mr. Ward resigned as an officer and director of Gambit Energy, Inc. in December 2014. Gulfmark Resources, Inc. and Blanco Drilling, Inc. were wholly owned subsidiaries of Gambit Energy, Inc.~~

29Insofar as indemnification for liabilities may be invoked to disclaim liability for damages arising under the Securities Act of 1933, as amended, or the Securities Act of 1934 (collectively, the “Acts”), as amended, it is the position of the Securities and Exchange Commission that such indemnification is against public policy as expressed in the Acts and are therefore, unenforceable.

~~Table~~Section of16(A) ~~Contents~~Beneficial Ownership Reporting Compliance.

~~From~~On ~~May~~September ~~2007~~1, ~~through July 2010~~2016, ~~Mr. Ward was~~ the ~~President~~Company ~~and~~filed ~~CEO~~a ofForm ~~Bentley~~8-A ~~Energy~~registration ~~Corporation~~statement ~~(“Bentley”).~~registering ~~Bentley~~its ~~engaged~~common instock ~~distribution of propane in Central and South Texas. Bentley owned and operated various propane distribution companies. Bentley voluntarily filed for reorganization~~ under ~~Chapter~~Section 1112(g) of the ~~federal~~Securities ~~bankruptcy~~Exchange ~~laws.~~Act ~~The~~of ~~case~~1934, ~~was~~as ~~filed in the U~~amended.S. ~~Bankruptcy~~Section ~~Court,~~16(a) ~~Western District~~ of ~~Texas on January 7, 2010. The court accepted~~ the ~~Company’s~~Securities ~~reorganization~~Exchange ~~plan~~Act ~~on,~~of ~~or about July 21~~1934, ~~2010~~as ~~resulting in the Company’s sale to J.P. Energy Holdings~~amended, ~~LLC.~~requires ~~The~~our ~~Bentley~~directors ~~bankruptcy~~and ~~petition~~executive ~~was~~officers ~~necessary in order to provide protection~~ and ~~continuity~~beneficial ~~for~~holders ~~its~~of ~~propane delivery to~~ more than ~~8,000~~10% ~~customers. Bentley financed it business with a bank line~~ of ~~credit.~~our ~~Bentley~~common ~~had~~stock ~~planned the line of credit would be converted~~ to afile ~~10-year term loan~~ with ~~a 5-year balloon at maturity one year later. At loan maturity,~~ the ~~bank~~Commission ~~only~~initial ~~offered~~reports ~~Bentley~~of aownership ~~straight~~and ~~3-year~~reports ~~loan term. Bentley’s propane business revenue was subject to seasonal fluctuations because it sold the majority~~ of ~~its~~changes ~~propane~~ in ~~the~~ownership ~~winter~~of ~~months.~~our ~~Seasonal~~equity ~~revenue fluctuations made it impossible for Bentley to meet bank payment obligations on a three-year term loan~~securities. ~~Additionally,~~To ~~Bentley~~the Company’s ~~propane~~knowledge ~~suppliers~~there ~~tightened~~were ~~credit~~no ~~and~~reportable ~~payment~~events ~~terms. This credit squeeze from the bank and suppliers coupled with the unprecedented financial crisis of 2008/2009 precipitated the bankruptcy. While~~ under ~~bankruptcy~~Section ~~protection, Mr~~16(b). ~~Ward was able to sell the business, which operates today under a different name.~~

~~Promoters~~ITEM ~~and~~11. ~~control~~Executive ~~persons~~Compensation

~~Mr.~~The ~~Michael~~following ~~Ward,~~table ~~CEO~~set ~~and~~forth ~~a member of~~ the ~~Board~~compensation ofinformation ~~Directors~~on ofnamed ~~the~~executive ~~Company,~~officers ~~owns~~Michael ~~165,862,562 shares of our common stock which represents 41% of the total shares issued and outstanding~~R. ~~Additionally, Mr.~~ Ward ~~owns 10~~,~~000,000~~ ~~Series~~John ADosser ~~preferred~~and ~~shares~~Patrick ~~which~~Dosser ~~are~~for ~~convertible into 200,000,000 common shares. Therefore, Mr. Ward is~~ the ~~Company’s~~fiscal ~~controlling~~years ~~shareholder.~~ending ~~Except~~July ~~as disclosed above in paragraph (f)~~31, ~~Mr.~~2020 ~~Ward~~and ~~has not been a party to any legal proceedings at any time during the past ten (10) years~~2019.

Shareholder Communications

Name												Nonqualified
And										Non-Equity		Deferred		All
Principal						Stock		Option		Incentive Plan		Compensation		Other
Position	Year	Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
		($)(1)		($)		($)		($)		($)		($)		($)		($)(1)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)

Michael R. Ward, CEO, CFO	2020		270,000		-0-		-0-		-0-		-0-		-0-		-0-		270,000	(2)
	2019		270,000		-0-		-0-		-0-		-0-		-0-		-0-		270,000

John W. Dosser, Vice Pres.	2020		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2019		98,000		-0-		-0-		-0-		-0-		-0-		-0-		98,000

Patrick C. Dosser, Vice Pres.	2020		98,000		-0-		-0-		-0-		-0-		-0-		-0-		98,000
	2019		98,000		-0-		-0-		-0-		-0-		-0-		-0-		98,000

~~Company~~(1) ~~shareholders~~As ~~who wish to communicate with the Board~~ of ~~Directors~~July ~~or an individual director may write to Mirage Energy Corporation’s offices located at 900 Isom Rd.~~31, ~~Ste. 306~~2020, ~~San~~accrued ~~Antonio, TX 78216. Your letter should indicate that you are a shareholder~~ and ~~whether~~unpaid ~~you~~executive ~~own~~compensation ~~your~~totaled shares in street name. Letters received will be retained until the next Board meeting when they will be available to the addressed director. Such communications may receive an initial evaluation to determine$2, ~~based on the substance and nature of the communication~~267, ~~a suitable process for internal distribution, review and response or other appropriate treatment~~500. ~~There is no assurance that all communications will receive a response.~~

~~Reports~~(2) toDuring ~~Shareholders~~the year, Michael Ward was paid $539,406 toward accrued compensation.

We32 ~~are~~Table a reporting company and file reports with the Securities and Exchange Commission (SEC), including this Form 10-K as well as other reports on Form 8-K and quarterly reports on Form 10-Q. The public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F St., NE., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The Company files its reports electronically and the SEC maintains an Internet site that contains reports, proxy and information statements and other information filed by the company with the SEC electronically. The address of that site is http://www.sec.gov.Contents

30Compensatory ~~Table~~Arrangements of ~~Contents~~Certain Officers

~~Conflict~~Each of ~~Interest~~our ~~Policy~~named executive officers have employment agreements. Copies of these agreements were filed as Exhibits 10.1, 10.2, 10.3 with our annual report for the year ending July 31, 2018.

~~Our~~Stock ~~policy~~Grants ~~was established~~ to ~~guard~~Named ~~against~~Executive ~~any potential conflicts of interest. As the Company grows it will be the job of the audit committee to decide if additional controls need to be put in place.~~Officers

~~Code~~There ofare ~~Ethics~~no stock grants to named executive officers.

~~On November 13~~Discussion, ~~2017,~~Analysis ~~the~~and ~~Board~~Overview of ~~Directors~~Compensation ~~adopted the Company’s Code of Ethical Conduct.~~ Program

~~Meetings~~Compensation Philosophy: Our general compensation philosophy will be designed to link an employee’s total cash compensation with our performance, the employee’s department goals and ~~Committees~~individual performance. Given our limited operations and limited capital resources, we are subject to various financial restraints in our compensation practices. As an employee’s level of responsibility increases, there will be a more significant level of variability and compensation at risk. By linking incentive compensation to the ~~Board~~performance of ~~Directors~~the Company, we believe that it will create an environment in which our employees will be stakeholders in our success and, thus, benefit all shareholders. As the Company moves from a development stage company to a revenue generating company, we plan to bring on employees and develop written employee compensation guidelines.

WeExecutive ~~presently~~Compensation ~~have~~Philosophy: noOur ~~formal~~executive ~~independent~~compensation ~~Board~~philosophy ~~committees.~~will ~~Until~~be ~~further~~designed ~~determination~~to establish an appropriate relationship between executive pay and our annual performance, ~~the~~our ~~full~~long-term ~~Board~~growth objectives, individual performance of ~~Directors~~the executive officer and our ability to attract and retain qualified executive officers. We will ~~undertake~~attempt to achieve these goals by integrating competitive annual base salaries with (a) bonuses based on corporate performance and on the ~~duties~~achievement of ~~the~~specified ~~audit~~performance ~~committee~~objectives, ~~compensation~~and ~~committee~~stock ~~and~~awards ~~nominating~~through ~~and~~some ~~governance~~form ~~committee~~of long term incentive plan. ~~The~~We ~~members~~believe ofthat cash compensation in the ~~Board~~form of ~~Directors~~salary ~~performing~~and ~~these~~bonus ~~functions~~provides asour ofexecutives ~~July~~with ~~31,~~short-term ~~2019~~rewards ~~are~~for ~~Michael~~success R.in ~~Ward,~~operations ~~Soll~~and ~~Sussman~~stock ~~and~~awards ~~Alejandro~~will ~~Amelio~~provide long-term incentives.

~~Compensation~~In ~~Committee~~making compensation decisions, the board of directors, in its compensation committee role, will compare each element of total compensation against companies referred to as a “compensation peer group.” The compensation peer group will be a group of companies that the compensation committee will select from readily available information about small companies engaged in similar businesses and with similar resources. As the Company moves from a development stage company to a revenue generating company, we plan to bring develop written executive compensation guidelines.

~~The~~Outstanding ~~Board~~Equity ofAwards ~~Directors,~~at inFiscal ~~its~~Year ~~Compensation Committee role, will be responsible for recommendations to the Board of Directors respecting the compensation of our named executive officers.~~End

~~Audit~~Grants ~~Committee~~of Plan-Based Awards

~~The~~There ~~Board~~are ofno ~~Directors,~~outstanding incapital ~~its~~stock Audit Committee role, will be responsible for selecting the Company’s independent auditors, approve the scope of audit and related fees, and review financial reports, audit results, internal accounting procedures, related-party transactions, when appropriate, and programs to comply with applicable requirements relating to financial accountabilitygrants. The Audit Committees function will include the development of policies and procedures for compliance by the Company and its officers and directors with applicable laws and regulations. The audit committee has reviewed and discussed the attached audited financial statements with management. The audit committee has received written disclosures from the independent accountant required by Independence Standard Board Standard No. 1, as amended, as adopted by the PCAOB in Rule 3600T and has discussed the independence of the company’s certifying accountant. Based on this review and discussion, the Board of Directors, in its audit committee role, recommended that the audited financial statements be included in this Annual Report.

~~Nomination~~Director ~~and Governance Committee~~Compensation

~~The~~On ~~Board~~March of8, ~~Directors~~2017, inthe ~~its~~Company ~~Nomination~~authorized ~~and~~a ~~Governance~~stock ~~Committee~~grant ~~role~~of 50,000 ~~will~~common beshares ~~responsible~~each to David Cibrian, Soll Sussman and Alejandro Amelio for ~~recommendations~~annual toservice on the ~~Board~~board of ~~Directors~~directors. ~~respecting~~These ~~corporate~~directors ~~governance~~will ~~principles;~~be ~~prospective~~granted ~~nominees~~50,000 shares for ~~Director;~~each ~~Board~~year ~~member~~of ~~performance~~director ~~and~~service. ~~composition;~~On ~~function~~July 31, ~~composition~~2018, ~~and~~the ~~performance~~Company ofgranted ~~Board~~these ~~committees;~~directors ~~succession~~100,000 ~~planning;~~common ~~Director~~shares ~~and~~each ~~Officer~~for ~~liability~~a ~~insurance~~total ~~coverage;~~granted ~~and~~of ~~Director’s~~300,000 ~~responsibilities~~common shares. The shares were valued at $5,610. These granted shares represented director compensation for their board earned during fiscal years 2018 and 2019.

31Employment ~~Table of Contents~~Agreements

~~Certain~~The ~~Provisions of the~~ Company’s ~~Articles~~currently ofhas ~~Incorporation~~employment ~~and~~agreements ~~Nevada~~with ~~Law~~its ~~Relating~~two tonamed ~~Indemnification~~executive ofofficers. ~~Directors and Officers~~

~~Nevada~~33 ~~Law~~Table ~~provides that each existing or former director and officer~~ of a corporation may be indemnified in certain instances against certain liabilities which he or she may incur, inclusive of fees, costs and other expenses incurred in connection with such defense, by virtue of his or her relationship with the corporation or with another entity to the extent that such latter relationship shall have been undertaken at the request of the corporation; and may have advanced such expenses incurred in defending against such liabilities upon undertaking to repay the same in the event an ultimate determination is made denying entitlement to indemnification. The Company’s bylaws incorporate the statutory form of indemnification by specific reference.Contents

~~Insofar~~ITEM as12. ~~indemnification~~Security ~~for~~Ownership ~~liabilities may be invoked to disclaim liability for damages arising under the Securities Act~~ of ~~1933,~~Certain asBeneficial ~~amended,~~Owners ~~or the Securities Act of 1934 (collectively, the “Acts”), as amended, it is the position of the Securities~~ and ~~Exchange~~Management ~~Commission that such indemnification is against public policy as expressed in the Acts~~ and ~~are~~Related ~~therefore,~~Stockholder ~~unenforceable.~~Matters

~~Section~~The ~~16(A)~~following ~~Beneficial~~tables ~~Ownership~~set ~~Reporting~~forth ~~Compliance~~the ownership of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending arrangements that may cause a change in control.

OnThe ~~September~~information 1,presented ~~2016,~~below ~~the~~regarding ~~Company~~beneficial ~~filed~~ownership aof ~~Form~~our ~~8-A~~voting ~~registration~~securities ~~statement~~has ~~registering~~been ~~its~~presented ~~common~~in ~~stock~~accordance ~~under~~with ~~Section~~the ~~12(g)~~rules of the U.S. Securities and Exchange ~~Act~~Commission and is not necessarily indicative of ~~1934,~~ownership asfor ~~amended~~any other purpose. ~~Section~~Under ~~16(~~these rules, person is deemed to be a) “beneficial owner” of a security if that person has or shares the ~~Securities~~power ~~Exchange~~to ~~Act~~vote or direct the voting of ~~1934,~~the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as ~~amended~~to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, ~~requires~~warrant, ~~our~~option ~~directors~~or ~~and~~other ~~executive~~right. ~~officers~~More ~~and~~than one person may be deemed to be a beneficial ~~holders~~owner of ~~more~~the ~~than~~same ~~10%~~securities. The percentage of ~~our~~beneficial ~~common~~ownership ~~stock~~by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to ~~file~~which ~~with~~such person has the ~~Commission~~right ~~initial~~to ~~reports~~acquire voting or investment power within 60 days, by the sum of ~~ownership~~the ~~and~~number ~~reports~~of shares outstanding as of ~~changes~~such indate ~~ownership~~plus the number of ~~our~~shares ~~equity~~as ~~securities~~to which such person has the right to acquire voting or investment power within 60 days. ToConsequently, the ~~Company’s~~denominator ~~knowledge~~used ~~there~~for ~~were~~calculating nosuch ~~reportable~~percentage ~~events~~may ~~under~~be ~~Section~~different ~~16(b)~~for each beneficial owner. Except as otherwise indicated below, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.

~~ITEM~~This 11table is based upon information derived from our stock records. ~~Executive~~We ~~Compensation~~believe that each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned; except as set forth above, applicable percentages are based upon 462,730,684 shares of common stock outstanding as of July 31, 2020. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to conversion of warrants and options held by that person that are currently exercisable or exercisable within 60 days of July 31, 2020. We did not deem those shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

~~The~~(a) ~~following~~Name ~~table~~of ~~set~~Beneficial ~~forth~~Owner ~~the~~of ~~compensation~~Certain ~~information~~Beneficial ~~on named executive officers Michael R. Ward, John Dosser and Patrick Dosser for the fiscal years ending July 31, 2019 and 2018.~~ Owners

Name												Nonqualified
And										Non-Equity		Deferred		All
Principal						Stock		Option		Incentive Plan		Compensation		Other
Position	Year	Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
		($)(1)		($)		($)		($)		($)		($)		($)		($)(1)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Michael R. Ward, CEO, CFO	2019		270,000		-0-		-0-		-0-		-0-		-0-		-0-		270,000	(2)
	2018		270,000		-0-		-0-		-0-		-0-		-0-		-0-		270,000
John W. Dosser, Vice Pres.	2019		98,000		-0-		-0-		-0-		-0-		-0-		-0-		98,000
	2018		98,000		-0-		-0-		-0-		-0-		-0-		-0-		98,000
Patrick C. Dosser, Vice Pres.	2019		98,000		-0-		-0-		-0-		-0-		-0-		-0-		98,000
	2018		98,000		-0-		-0-		-0-		-0-		-0-		-0-		98,000

Table 1.

(1) As of July 31, 2019, accrued and unpaid executive compensation totaled $1,687,490

Title of Class	Name and address of beneficial owner	Amount and nature of beneficial ownership (3)			Percent of Class(6)
Common	Michael R. Ward(1)		166,897,562	(4)		36.068	%
Preferred Series “A”	Michael R. Ward(1)		10,000,000	(5)		100.000	%
Common	Choice Consulting, LLC(2)		62,136,000			13.428	%
Total			429,033,562	(6)		64.737	%

(2) During the fourth quarter Michael Ward was paid $62,510 toward accrued compensation.

(1)	Address of each beneficial owner is 900 Isom Rd., Ste. 306, San Antonio, TX 78216
(2)	Address of Choice Consulting, LLC is 44120 Hunter Terrace, Freemont, CA 94539. The Company believes that Sadru Karim has dispositive and voting authority over Choice Consulting, LLC.
(3)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 31, 2020. As of July 31, 2020, there were 462,730,684 shares of our Company’s Common Stock issued and outstanding and 10,000,000 Series A Preferred shares.
(4)	Includes 1,035,000 common shares owned by White Boy Partnership, LLC, a Texas limited liability company owned and controlled by Chris Ward, Michael R. Ward’s spouse. Mr. Ward disclaims beneficial ownership of White Boy Partnership’s equity securities.
(5)	The Series A Preferred shares are immediately convertible into 200,000,000 shares of the Company’s Common Stock and possess voting rights for 200,000,000 shares on an “as converted basis”. Combining Mr. Ward’s direct ownership of 165,862,562 common shares with the 200,000,000 “as converted” preferred share votes gives Mr. Ward the ability to vote 60.29% of the Company’s common stock at any shareholder meeting.
(6)	Includes 200,000,000 votes by virtue of the Series A preferred shares (See Note 5). The total percentage is calculated using 662,730,684 as the inferred total issued and outstanding voting stock utilizing the Series A preferred on an “as converted” basis.

3234 Table of Contents

~~Compensatory~~(b) ~~Arrangements~~Security Ownership of ~~Certain Officers~~Management

~~Each~~Table ~~of our named executive officers have employment agreements. Copies of these agreements were filed as Exhibits 10.1, 10.~~2~~, 10~~.~~3 with our annual report for the year ending July 31, 2018.~~

Stock Grants to Named Executive Officers

Title of Class	Name and address of beneficial owner	Amount and nature of beneficial ownership (2)			Percent of Class (2)
Common	Michael R. Ward (1)		166,897,562	(3)		36.068	%
Preferred Series “A”	Michael R. Ward (1)		10,000,000	(4)		100.000	%
Common	Patrick C. Dosser (1)		6,300,432			1.362	%
Common	John W. Dosser (1)		6,300,000			1.361	%
Common	David Cibrian (1)		150,000			0.032	%
Common	Soll Sussman (1)		150,000			0.032	%
Common	Alejandro Amelio (1)		150,000			0.032	%
Total Common			379,947,994	(5)		57.331	%

There are no stock grants to named executive officers.

(1)	Address of each beneficial owner is 900 Isom Rd., Ste. 306, San Antonio, TX 78216
(2)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 31, 2020. As of July 31, 2020, there were 462,730,684 shares of our Company’s Common Stock issued and outstanding and 10,000,000 Series A Preferred shares which vote as 200,000,000 common shares.
(3)	Includes 1,035,000 common shares owned by White Boy Partnership, LLC, a Texas limited liability company owned and controlled by Chris Ward, Michael R. Ward’s spouse. Mr. Ward disclaims beneficial ownership of White Boy Partnership’s equity securities. Mr. Ward’s direct ownership is 165,862,562 common shares.
(4)	The Series A Preferred shares are immediately convertible into 200,000,000 shares of the Company’s Common Stock and possess voting rights for 200,000,000 shares on an “as converted basis”. Combining Mr. Ward’s direct ownership of 165,862,562 common shares with the 200,000,000 “as converted” preferred share votes gives Mr. Ward the ability to vote 60.29% of the Company’s common stock at any shareholder meeting.
(5)	Includes 200,000,000 votes by virtue of the Series A preferred shares. The total percentage is calculated using 662,730,684 as the inferred total issued and outstanding voting stock utilizing the Series A preferred on an “as converted” basis.

~~Discussion,~~(c) ~~Analysis~~Changes ~~and~~in ~~Overview of Compensation Program~~control.

~~Compensation~~Except ~~Philosophy~~as otherwise set forth in this Report, there are no arrangements, known to the Company, the operation of which may at a subsequent date result in a change in control of the Company.

~~Executive~~35 ~~Compensation~~Table ~~Philosophy~~of Contents

~~Outstanding~~Certain ~~Equity Awards at Fiscal Year End~~Transactions

~~Grants~~Except as described below, during the past two years, there have been no transactions, whether directly or indirectly, between us and any of ~~Plan-Based~~our ~~Awards~~respective officers, directors, beneficial owners of more than 5% of our outstanding common stock or their family members, that exceeded $120,000.

~~There~~On ~~are~~January no24, 2017, Mirage Energy Corporation, a Nevada corporation (“Mirage” or the “Company”) entered into an agreement with Mirage’s President and CEO, Mr. Michael Ward, whereby Mirage acquired all of the issued and outstanding ~~capital~~shares ~~stock~~of ~~grants~~4Ward Resources Inc., a Texas corporation (“4Ward Resources”) from Mr. Ward in exchange for 10,000,000 shares of Mirage’s Common Stock and 10,000,000 shares of Mirage’s Series A Preferred Stock. The acquisition of 4Ward Resources was completed on January 24, 2017.

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

~~On March 8~~Together, ~~2017,~~Mirage ~~the~~Energy ~~Company~~and ~~authorized~~4Ward aResources ~~stock~~own ~~grant~~100% of ~~50,000~~the ~~common~~two ~~shares~~Mexican ~~each~~corporations. toThe ~~David~~two ~~Cibrian~~Mexican corporations are WPF MEXICO PIPELINES, ~~Soll~~S. ~~Sussman~~de R.L. de C.V., and ~~Alejandro~~CENOTE ~~Amelio~~ENERGY ~~for~~S. ~~annual~~de ~~service~~R.L. onde ~~the~~C.V. ~~board~~Additionally, 4Ward Resources acquired all of ~~directors~~Michael Ward’s interest in WPF TRANSMISSION, INC., a Texas corporation. These ~~directors~~transactions ~~will~~were bevalued ~~granted~~at 50their carry over basis of $140,~~000~~286, ~~shares~~representing ~~for~~$99,821 ~~each~~expended ~~year~~on behalf of ~~director~~these ~~service.~~companies Onby ~~July~~4Ward 31Resources, ~~2018~~$1,500 ~~the~~expended ~~Company~~by ~~granted~~Mr. ~~these~~Michael ~~directors~~Ward ~~100~~to be reimbursed by 4Ward Resources and $38,~~000~~965 ~~common~~whose ~~shares~~vendor ~~each~~payments will be assumed or paid by 4Ward Resources. These transactions were accounted for as a ~~total~~merger ~~granted~~ of ~~300,000~~entities under common ~~shares.~~control ~~The~~under ~~shares~~ASC ~~were~~805-50 ~~valued~~whereby atthe ~~$5,610.~~financial ~~These~~information ~~granted~~has ~~shares~~been ~~represented~~combined ~~director~~from ~~compensation~~the ~~for~~first ~~their~~day ~~board~~of ~~earned~~the ~~during~~first ~~fiscal~~period ~~years~~presented ~~2018~~similar ~~and~~to ~~2019~~a pooling of interest.

~~Employment~~As ~~Agreements~~of July 31, 2020, the CEO and two other members of management and one other employee had earned accrued unpaid salary in the amount of $1,728,093. Accrued salaries of $1,728,093 combined with accrued payroll taxes of $66,978 for a total accrued related party salaries and payroll tax of $1,795,071 for the period from June 2015 until July 31, 2020.

~~The~~Also, ~~Company~~Mr. ~~currently~~Michael ~~has~~Ward ~~employment~~was ~~agreements~~owed $2,229 plus an additional $24,898 for monies outlaid on behalf of the Company which was netted with ~~its~~$27,127 ~~three~~in ~~named~~payments ~~executive~~received ~~officers~~leaving no amount due Mr. Ward at July 31, 2019 as well at July 31, 2020. This resulted Mr. Ward providing $10,100 directly to the Company during the year plus an additional $29,642 of expenses paid which increased the total amount due to $39,742 less repayments of $39,742 during the year ended July 31, 2020.

33Director ~~Table of Contents~~Independence

~~ITEM~~As ~~12.~~of ~~Security~~July ~~Ownership~~31, 2020, the Company had three individuals serving on the Board of ~~Certain~~Directors. ~~Beneficial~~The ~~Owners~~Company ~~and~~is ~~Management~~not currently a listed issuer and, ~~Related~~as ~~Stockholder~~such, ~~Matters~~is not subject to any director independence standards using the definition of independence set forth in the Nasdaq Marketplace Rule 4200(a)(15).

~~The~~36 ~~following~~Table ~~tables set forth the ownership~~ of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending arrangements that may cause a change in control. Contents

~~The~~ITEM ~~information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the U~~14.S. ~~Securities~~Principal ~~and~~Accountants ~~Exchange~~Fees ~~Commission~~ and is not necessarily indicative of ownership for any other purpose. Under these rules, person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.Services

~~This~~Audit table is based upon information derived from our stock records. We believe that each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned; except as set forth above, applicable percentages are based upon 406,886,489 shares of common stock outstanding as of July 31, 2019. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to conversion of warrants and options held by that person that are currently exercisable or exercisable within 60 days of July 31, 2019. We did not deem those shares outstanding, however, for the purpose of computing the percentage ownership of any other person.Fees

~~(a)~~The ~~Name~~aggregate offees ~~Beneficial~~billed ~~Owner~~for professional services rendered by the Company’s public accounting firm, MaloneBailey, LLP, for the audit and the reviews of ~~Certain~~the ~~Beneficial~~Company’s ~~Owners~~financial statements for the years ended July 31, 2019 and July 31, 2020, were $44,500 and $44,500 (subject to final adjustment), respectively.

~~Table~~Audit 1.Related Fees

Title of Class	Name and addressof beneficial owner	Amount and nature of beneficial ownership (3)			Percent of Class(6)
Common	Michael R. Ward(1)		166,897,562	(4)		41.018	%
Preferred Series “A”	Michael R. Ward(1)		10,000,000	(5)		100.000	%
Common	Choice Consulting, LLC(2)		62,136,000			15.271	%
Total			429,033,562	(6)		70.694	%

The Company incurred no fees during the last two fiscal years for assurance and related services by the Company’s principal accountant that were reasonably related to the performance of the audit or review of the Company’s financial statements, and not reported under “Audit Fees” above.

(1)	Address of each beneficial owner is 900 Isom Rd., Ste. 306, San Antonio, TX 78216
(2)	Address of Choice Consulting, LLC is 44120 Hunter Terrace, Freemont, CA 94539. The Company believes that Sadru Karim has dispositive and voting authority over Choice Consulting, LLC.
(3)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 31, 2019. As of July 31, 2019, there were 406,886,489 shares of our Company’s Common Stock issued and outstanding and 10,000,000 Series A Preferred shares.
(4)	Includes 1,035,000 common shares owned by White Boy Partnership, LLC, a Texas limited liability company owned and controlled by Chris Ward, Michael R. Ward’s spouse. Mr. Ward disclaims beneficial ownership of White Boy Partnership’s equity securities.
(5)	The Series A Preferred shares are immediately convertible into 200,000,000 shares of the Company’s Common Stock and possess voting rights for 200,000,000 shares on an “as converted basis”. Combining Mr. Ward’s direct ownership of 165,862,562 common shares with the 200,000,000 “as converted” preferred share votes gives Mr. Ward the ability to vote 60.29% of the Company’s common stock at any shareholder meeting.
(6)	Includes 200,000,000 votes by virtue of the Series A preferred shares (See Note 5). The total percentage is calculated using 606,886,489 as the inferred total issued and outstanding voting stock utilizing the Series A preferred on an “as converted” basis.

Tax Fees

34During ~~Table~~fiscal ofyears ~~Contents~~2019 and 2020, the Company incurred $4,000 and $4,000 (estimated subject to final adjustment), respectively, in fees for professional services rendered by the Company’s principal accountant for tax compliance, tax advice or tax planning.

~~(b)~~All ~~Security~~Other ~~Ownership of Management~~Fees

~~Table~~The 2Company incurred no other fees during the last two fiscal years for products and services rendered by the Company’s principal accountant.

Title of Class	Name and addressof beneficial owner	Amount and nature of beneficial ownership (2)			Percent of Class (2)
Common	Michael R. Ward (1)		166,897,562	(3)		41.018	%
Preferred Series “A”	Michael R. Ward (1)		10,000,000	(4)		100.000	%
Common	Patrick C. Dosser (1)		6,300,432			1.548	%
Common	John W. Dosser (1)		6,300,000			1.548	%
Common	David Cibrian (1)		150,000			0.037	%
Common	Soll Sussman (1)		150,000			0.037	%
Common	Alejandro Amelio (1)		150,000			0.037	%
Total Common			379,947,994	(5)		62.606	%

Our pre-approval policies and procedures for the board, acting in lieu of a separately designated, independent audit committee, described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(1)	Address of each beneficial owner is 900 Isom Rd., Ste. 306, San Antonio, TX 78216
(2)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 31, 2019. As of July 31, 2019, there were 406,886,489 shares of our Company’s Common Stock issued and outstanding and 10,000,000 Series A Preferred shares which vote as 200,000,000 common shares.
(3)	Includes 1,035,000 common shares owned by White Boy Partnership, LLC, a Texas limited liability company owned and controlled by Chris Ward, Michael R. Ward’s spouse. Mr. Ward disclaims beneficial ownership of White Boy Partnership’s equity securities. Mr. Ward’s direct ownership is 165,862,562 common shares.
(4)	The Series A Preferred shares are immediately convertible into 200,000,000 shares of the Company’s Common Stock and possess voting rights for 200,000,000 shares on an “as converted basis”. Combining Mr. Ward’s direct ownership of 165,862,562 common shares with the 200,000,000 “as converted” preferred share votes gives Mr. Ward the ability to vote 60.29% of the Company’s common stock at any shareholder meeting.
(5)	Includes 200,000,000 votes by virtue of the Series A preferred shares. The total percentage is calculated using 606,886,489 as the inferred total issued and outstanding voting stock utilizing the Series A preferred on an “as converted” basis.

The Company’s principal auditor and its affiliated firm completed all of the audit without the assistance of any other firms.

~~(c)~~37 ~~Changes~~Table inof ~~control.~~Contents

~~Except~~PART ~~as otherwise set forth in this Report, there are no arrangements, known to the Company, the operation of which may at a subsequent date result in a change in control of the Company.~~ IV

35ITEM ~~Table~~15. ~~of Contents~~Exhibits

ITEM 13. Certain Relationships and Related Transactions and Director Independence

Exhibit Number	Description of Exhibit	Location of Exhibit
2.1	Articles of Merger (sub into parent/name change) dated November 7, 2016 incorporated by reference	10-K filed November 30, 2017
2.2	Share Exchange Agreement between Mirage Energy Corp and Michael Ward dated January 24, 2017	8-K filed January 27, 2017
3.1	Articles of Incorporation incorporated by reference	S-1 filed October 24, 2014
3.2	Bylaws of Registrant incorporated by reference	S-1 filed October 24, 2014
3.3	Amendment to Bylaws of Registrant incorporated by reference	8-K filed August 12, 2016
3.4	Amendment to Articles of Incorporation (capital change) dated November 7, 2016 incorporated by reference	8-K filed November 11, 2016
10.1	Employment Agreement and Amendment for Michael Ward with 4Ward Resources, Inc. dated June 15, 2015	10-K filed December 24, 2018
10.2	Employment Agreement for John Dosser with 4 Ward Resources, Inc. dated May 1, 2016	10-K filed December 24, 2018
10.3	Employment Agreement for Patrick Dosser with 4 Ward Resources, Inc. dated May 1, 2016	10-K filed December 24, 2018
10.4	Crown Bridge Partners, LLC Common Stock Warrant dated November 18, 2018	10-K filed February 24, 2020
14	Code of Ethics	10-K filed November 30, 2017
21	Subsidiaries of the registrant	Filed herewith
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Ward - CEO	Filed herewith
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Ward - CFO	Filed herewith
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, M. R. Ward - CEO	Filed herewith
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, M. R. Ward - CFO	Filed herewith
101.INS	XBRL Instance Document	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith

~~Certain~~38 ~~Transactions~~Table of Contents

Except as described below, during the past two years, there have been no transactions, whether directly or indirectly, between us and any of our respective officers, directors, beneficial owners of more than 5% of our outstanding common stock or their family members, that exceeded $120,000.SIGNATURES

OnPursuant ~~January~~to ~~24,~~the ~~2017,~~requirements ~~Mirage~~of ~~Energy~~Section ~~Corporation,~~13 ~~a Nevada corporation (“Mirage”~~ or ~~the “Company”~~15(d) ~~entered into an agreement with Mirage’s President and CEO, Mr. Michael Ward, whereby Mirage acquired all~~ of the ~~issued~~Securities ~~and~~Exchange ~~outstanding~~Act ~~shares~~ of ~~4Ward Resources Inc.~~1934, athe ~~Texas~~Registrant ~~corporation~~has ~~(“4Ward~~duly ~~Resources”)~~caused ~~from~~this ~~Mr.~~report ~~Ward~~to inbe ~~exchange~~signed ~~for~~on ~~10,000,000~~its ~~shares~~behalf ofby ~~Mirage’s~~the ~~Common Stock and 10~~undersigned,~~000,000~~ ~~shares~~thereunto ofduly ~~Mirage’s Series A Preferred Stock~~authorized. ~~The acquisition of 4Ward Resources was completed on January 24, 2017.~~

On January 28, 2017, 4Ward Resources, Inc., Mirage Energy Corporation’s wholly owned subsidiary, acquired Michael Ward’s ninety (90%) percent interest in two Mexican companies. The remaining ten (10%) percent interest was acquired by Mirage Energy Corporation from Patrick Dosser. Together, Mirage Energy and 4Ward Resources own 100% of the two Mexican corporations. The two Mexican corporations are WPF MEXICO PIPELINES, S. de R.L. de C.V., and CENOTE ENERGY S. de R.L. de C.V. Additionally, 4Ward Resources, Inc. acquired all of Michael Ward’s interest in WPF TRANSMISSION, INC., a Texas corporation. These transactions were valued at $140,286. These transactions constitute related party transactions. Patrick Dosser is Michael Ward’s son. As of July 31, 2019, the CEO and two other members of management and one other employee had earned accrued unpaid salary in the amount of $1,801,989. Accrued salaries of $1,801,989 combined with accrued payroll taxes of $59,947 for a total accrued related party salaries and payroll tax of $1,861,936 for the period from June 2015 until July 31, 2019.

	Mirage Energy Corporation

Date: November 19, 2020		/s/ Michael R. Ward
	By:	Michael R. Ward
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: November 19, 2020		/s/ Michael R. Ward
	By:	Michael R. Ward
	Title:	Chief Financial Officer (Principal Financial Officer)

~~Also,~~Pursuant ~~Mr. Michael Ward provided $40,100 directly~~ to the ~~company~~requirements ~~with an additional $26,725 owed to Mr. Ward for monies outlaid on behalf~~ of the ~~Company~~Securities ~~for~~Exchange aAct ~~total loan amount~~ of ~~$87~~1934,~~903~~ ~~which~~this ~~was~~report ~~netted for $85,674 payments received leaving a net due Mr. Ward $2,229 at July 31, 2018 which~~ has ~~decreased~~been tosigned $0below asby ofthe ~~July~~following ~~31,~~persons ~~2019.~~on ~~This~~behalf ~~resulted from additional $24,898~~ of ~~expenses~~the ~~paid~~Registrant ~~which~~and ~~increased~~in the ~~total~~capacities ~~amount~~and ~~due~~on ~~to $27,127 less repayments of $27,127 during~~ the ~~year~~dates ~~ended July 31, 2019~~indicated.

Additionally, White Boy Partnership, LLC, a company owned by the spouse of the CEO, provided an additional loan of $187,600 to 4Ward Resources, Inc. Repayments of $34,724 were made during the year ended July 31, 2018, which reduced the balance due to $152,876 as of July 31, 2018. Repayments of $152,876 were made during the year ended July 31, 2019, which reduced the balance due to $0 as of July 31, 2019.

Date: November 19, 2020		/s/ Michael R. Ward
	By:	Michael R. Ward
	Title:	Director

Date: November 19, 2020		/s/ Soll Sussman
	By:	Soll Sussman
	Title:	Director

		/s/ Alejandro Amelio
	By:	Alejandro Amelio
	Title:	Director

~~Director Independence~~39

As of July 31, 2019, the Company had three individuals serving on the Board of Directors. The Company is not currently a listed issuer and, as such, is not subject to any director independence standards using the definition of independence set forth in the Nasdaq Marketplace Rule 4200(a)(15).

Table of Contents

ITEM 14. Principal Accountants Fees and Services

Audit Fees

The aggregate fees billed for professional services rendered by the Company’s public accounting firm, MaloneBailey, LLP, for the audit and the reviews of the Company’s financial statements for the years ended July 31, 2018 and July 31, 2019, were $41,183 and $32,500 (subject to final adjustment), respectively.

Audit Related Fees

Tax Fees

During fiscal years 2018 and 2019, the Company incurred $3,500 and $3,500 (estimated subject to final adjustment), respectively, in fees for professional services rendered by the Company’s principal accountant for tax compliance, tax advice or tax planning.

All Other Fees

The Company incurred no other fees during the last two fiscal years for products and services rendered by the Company’s principal accountant.

The Company’s principal auditor and its affiliated firm completed all of the audit without the assistance of any other firms.

Table of Contents

PART IV

ITEM 15. Exhibits

Exhibit Number	Description of Exhibit	Location of Exhibit
2.1	Articles of Merger (sub into parent/name change) dated November 7, 2016 incorporated by reference	10-K filed Nov. 30, 2017
2.2	Share Exchange Agreement between Mirage Energy Corp and Michael Ward dated January 24, 2017	8-K filed January 27, 2017
3.1	Articles of Incorporation incorporated by reference	S-1 filed October 24, 2014
3.2	Bylaws of Registrant incorporated by reference	S-1 filed October 24, 2014
3.3	Amendment to Bylaws of Registrant incorporated by reference	8-K filed August 12, 2016
3.4	Amendment to Articles of Incorporation (capital change) dated November 7, 2016 incorporated by reference	8-K filed November 11, 2016
10.1	Employment Agreement and Amendment for Michael Ward with 4Ward Resources, Inc. dated June 15, 2015	10-K filed Dec. 24, 2018
10.2	Employment Agreement for John Dosser with 4 Ward Resources, Inc. dated May 1, 2016	10-K filed Dec. 24, 2018
10.3	Employment Agreement for Patrick Dosser with 4 Ward Resources, Inc. dated May 1, 2016	10-K filed Dec. 24, 2018
10.4	Crown Bridge Partners, LLC Common Stock Warrant dated November 18, 2018	Filed herewith
14	Code of Ethics	10-K filed November 30, 2017
21	Subsidiaries of the registrant	Filed herewith
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Ward - CEO	Filed herewith
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Ward - CFO	Filed herewith
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, M.R.Ward - CEO	Filed herewith
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, M. R.Ward - CFO	Filed herewith
101.INS	XBRL Instance Document	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith

38 Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	Mirage Energy Corporation
Date: February 21, 2020		/s/ Michael R. Ward
	By:	Michael R. Ward
	Title:	Chief Executive Officer (Principal Executive Officer)
Date: February 21, 2020		/s/ Michael R. Ward
	By:	Michael R. Ward
	Title:	Chief Financial Officer (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date: February 21, 2020		/s/ Michael R. Ward
	By:	Michael R. Ward
	Title:	Director
Date: February 21, 2020		/s/ Soll Sussman
	By:	Soll Sussman
	Title:	Director
		/s/ Alejandro Amelio
	By:	Alejandro Amelio
	Title:	Director

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