0001525852 --04-30 BOTS, Inc./PR false 2022 Q2 0001525852 2021-05-01 2021-10-31 0001525852 2021-10-31 0001525852 2021-04-30 0001525852 2021-08-01 2021-10-31 0001525852 2020-08-01 2020-10-31 0001525852 2020-05-01 2020-10-31 0001525852 us-gaap:PreferredStockMember 2021-05-01 2021-10-31 0001525852 us-gaap:CommonStockMember 2021-05-01 2021-10-31 0001525852 us-gaap:TreasuryStockMember 2021-05-01 2021-10-31 0001525852 us-gaap:AdditionalPaidInCapitalMember 2021-05-01 2021-10-31 0001525852 us-gaap:NoncontrollingInterestMember 2021-05-01 2021-10-31 0001525852 us-gaap:RetainedEarningsMember 2021-05-01 2021-10-31 0001525852 2020-04-30 0001525852 us-gaap:PreferredStockMember 2020-04-30 0001525852 us-gaap:CommonStockMember 2020-04-30 0001525852 us-gaap:TreasuryStockMember 2020-04-30 0001525852 us-gaap:AdditionalPaidInCapitalMember 2020-04-30 0001525852 us-gaap:NoncontrollingInterestMember 2020-04-30 0001525852 us-gaap:RetainedEarningsMember 2020-04-30 0001525852 2020-05-01 2021-04-30 0001525852 us-gaap:PreferredStockMember 2020-05-01 2021-04-30 0001525852 us-gaap:CommonStockMember 2020-05-01 2021-04-30 0001525852 us-gaap:TreasuryStockMember 2020-05-01 2021-04-30 0001525852 us-gaap:AdditionalPaidInCapitalMember 2020-05-01 2021-04-30 0001525852 us-gaap:NoncontrollingInterestMember 2020-05-01 2021-04-30 0001525852 us-gaap:RetainedEarningsMember 2020-05-01 2021-04-30 0001525852 us-gaap:PreferredStockMember 2021-04-30 0001525852 us-gaap:CommonStockMember 2021-04-30 0001525852 us-gaap:TreasuryStockMember 2021-04-30 0001525852 us-gaap:AdditionalPaidInCapitalMember 2021-04-30 0001525852 us-gaap:NoncontrollingInterestMember 2021-04-30 0001525852 us-gaap:RetainedEarningsMember 2021-04-30 0001525852 us-gaap:PreferredStockMember 2021-10-31 0001525852 us-gaap:CommonStockMember 2021-10-31 0001525852 us-gaap:TreasuryStockMember 2021-10-31 0001525852 us-gaap:AdditionalPaidInCapitalMember 2021-10-31 0001525852 us-gaap:NoncontrollingInterestMember 2021-10-31 0001525852 us-gaap:RetainedEarningsMember 2021-10-31 0001525852 2020-10-31 0001525852 fil:MrRosenbergTheCompanySFormerCeoCfoMember 2021-10-31 0001525852 fil:FirstBitcoinCapitalCorpAnAffiliateShareholderMember 2021-10-31 0001525852 fil:FirstBitcoinBitMember 2021-10-31 0001525852 fil:PresidentTrumpPresMember 2021-10-31 0001525852 fil:KilocoinKlcMember 2021-10-31 0001525852 fil:TeslacoilcoinTeslaMember 2021-10-31 0001525852 fil:SiacoinScMember 2021-10-31 0001525852 fil:AlphabitAbcMember 2021-10-31 0001525852 fil:PerkscoinMember 2021-10-31 0001525852 fil:OtcCoinMember 2021-10-31 0001525852 fil:PresidentJohnsonGaryMember 2021-10-31 0001525852 fil:HillaryHillMember 2021-10-31 0001525852 fil:BurnMember 2021-10-31 0001525852 fil:BitcoinFuturesXbuMember 2021-10-31 0001525852 fil:AltcoinAltMember 2021-10-31 0001525852 fil:BpuMember 2021-10-31 0001525852 fil:BplMember 2021-10-31 0001525852 fil:BcnMember 2021-10-31 0001525852 fil:BxtMember 2021-10-31 0001525852 fil:XbcMember 2021-10-31 0001525852 fil:XomMember 2021-10-31 0001525852 fil:WeedMember 2021-10-31 0001525852 fil:FlyLoyalMember 2021-10-31 0001525852 fil:CatalanCoinMember 2021-10-31 0001525852 fil:OprahMember 2021-10-31 0001525852 fil:HerbMember 2021-10-31 0001525852 fil:MoshiachcoinMember 2021-10-31 0001525852 fil:HempMember 2021-10-31 0001525852 fil:MaidsafecoinMaidMember 2021-10-31 0001525852 fil:AfgMember 2021-10-31 0001525852 fil:AalMember 2021-10-31 0001525852 fil:UalMember 2021-10-31 0001525852 fil:FftMember 2021-10-31 0001525852 fil:HalMember 2021-10-31 0001525852 fil:SwaMember 2021-10-31 0001525852 fil:PurposeMember 2021-10-31 0001525852 fil:UaeMember 2021-10-31 0001525852 fil:QtrMember 2021-10-31 0001525852 fil:SiaMember 2021-10-31 0001525852 fil:CpaMember 2021-10-31 0001525852 fil:AnaMember 2021-10-31 0001525852 fil:KzrMember 2021-10-31 0001525852 fil:HvnMember 2021-10-31 0001525852 fil:LanMember 2021-10-31 0001525852 fil:OmaMember 2021-10-31 0001525852 fil:JstMember 2021-10-31 0001525852 fil:PoeMember 2021-10-31 0001525852 fil:XaxMember 2021-10-31 0001525852 fil:EinMember 2021-10-31 0001525852 fil:WjaMember 2021-10-31 0001525852 fil:IgoMember 2021-10-31 0001525852 fil:IbeMember 2021-10-31 0001525852 fil:JbuMember 2021-10-31 0001525852 fil:JsaMember 2021-10-31 0001525852 fil:AzuMember 2021-10-31 0001525852 fil:AvaMember 2021-10-31 0001525852 fil:TamMember 2021-10-31 0001525852 fil:AzaMember 2021-10-31 0001525852 fil:DatMember 2021-10-31 0001525852 fil:AsaMember 2021-10-31 0001525852 fil:ScoMember 2021-10-31 0001525852 fil:SasMember 2021-10-31 0001525852 fil:SeyMember 2021-10-31 0001525852 fil:TapMember 2021-10-31 0001525852 fil:TomMember 2021-10-31 0001525852 fil:AlkMember 2021-10-31 0001525852 fil:CmpMember 2021-10-31 0001525852 fil:AhyMember 2021-10-31 0001525852 fil:JaiMember 2021-10-31 0001525852 fil:MauMember 2021-10-31 0001525852 fil:BerMember 2021-10-31 0001525852 fil:EwgMember 2021-10-31 0001525852 fil:EyhMember 2021-10-31 0001525852 fil:ApjMember 2021-10-31 0001525852 fil:EtdMember 2021-10-31 0001525852 fil:ThyMember 2021-10-31 0001525852 fil:EvaMember 2021-10-31 0001525852 fil:QfaMember 2021-10-31 0001525852 fil:DlhMember 2021-10-31 0001525852 fil:GiaMember 2021-10-31 0001525852 fil:ChhMember 2021-10-31 0001525852 fil:ThaMember 2021-10-31 0001525852 fil:AfrMember 2021-10-31 0001525852 fil:SwrMember 2021-10-31 0001525852 fil:AarMember 2021-10-31 0001525852 fil:AnzMember 2021-10-31 0001525852 fil:VozMember 2021-10-31 0001525852 fil:AuaMember 2021-10-31 0001525852 fil:BkpMember 2021-10-31 0001525852 fil:JalMember 2021-10-31 0001525852 fil:JaaMember 2021-10-31 0001525852 fil:JatMember 2021-10-31 0001525852 fil:HadMember 2021-10-31 0001525852 fil:AxmMember 2021-10-31 0001525852 fil:KlmMember 2021-10-31 0001525852 fil:VrdMember 2021-10-31 0001525852 fil:BawMember 2021-10-31 0001525852 fil:FinMember 2021-10-31 0001525852 fil:VirMember 2021-10-31 0001525852 fil:CrkMember 2021-10-31 0001525852 fil:NaxMember 2021-10-31 0001525852 fil:AcaMember 2021-10-31 0001525852 fil:CsnMember 2021-10-31 0001525852 fil:AeeMember 2021-10-31 0001525852 fil:MasMember 2021-10-31 0001525852 fil:DalMember 2021-10-31 0001525852 fil:KalMember 2021-10-31 0001525852 fil:CalMember 2021-10-31 0001525852 fil:EzyMember 2021-10-31 0001525852 fil:SlkMember 2021-10-31 0001525852 fil:AflMember 2021-10-31 0001525852 fil:SaaMember 2021-10-31 0001525852 fil:CesMember 2021-10-31 0001525852 fil:GfaMember 2021-10-31 0001525852 fil:IceMember 2021-10-31 0001525852 fil:SvaMember 2021-10-31 0001525852 fil:PalMember 2021-10-31 0001525852 fil:EgfMember 2021-10-31 0001525852 fil:KqaMember 2021-10-31 0001525852 fil:DtaMember 2021-10-31 0001525852 fil:CcaMember 2021-10-31 0001525852 fil:TscMember 2021-10-31 0001525852 fil:AneMember 2021-10-31 0001525852 fil:DkhMember 2021-10-31 0001525852 fil:FjiMember 2021-10-31 0001525852 fil:LotpMember 2021-10-31 0001525852 fil:CawMember 2021-10-31 0001525852 fil:AmxMember 2021-10-31 0001525852 fil:RbaMember 2021-10-31 0001525852 fil:GcrcMember 2021-10-31 0001525852 fil:TgwMember 2021-10-31 0001525852 fil:MnoMember 2021-10-31 0001525852 fil:RjaMember 2021-10-31 0001525852 fil:SejMember 2021-10-31 0001525852 fil:WownMember 2021-10-31 0001525852 fil:SwMember 2021-10-31 0001525852 fil:FsMember 2021-10-31 0001525852 fil:RtMember 2021-10-31 0001525852 fil:BwMember 2021-10-31 0001525852 fil:JjMember 2021-10-31 0001525852 fil:McMember 2021-10-31 0001525852 fil:HhMember 2021-10-31 0001525852 fil:IcMember 2021-10-31 0001525852 fil:ChMember 2021-10-31 0001525852 fil:WyMember 2021-10-31 0001525852 fil:SaleOfStockTransaction1Member 2021-05-01 2021-10-31 0001525852 fil:SaleOfStockTransaction2Member 2021-05-01 2021-10-31 0001525852 fil:SaleOfStockTransaction3Member 2021-05-01 2021-10-31 0001525852 fil:SaleOfStockTransaction4Member 2021-05-01 2021-10-31 0001525852 fil:SaleOfStockTransaction5Member 2021-05-01 2021-10-31 0001525852 fil:SaleOfStockTransaction6Member 2021-05-01 2021-10-31 0001525852 fil:SaleOfStockTransaction7Member 2021-05-01 2021-10-31 0001525852 fil:SaleOfStockTransaction8Member 2021-05-01 2021-10-31 0001525852 fil:SaleOfStockTransaction9Member 2021-05-01 2021-10-31 0001525852 fil:SaleOfStockTransaction10Member 2021-05-01 2021-10-31 0001525852 fil:SaleOfStockTransaction11Member 2021-05-01 2021-10-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO ~~SECTION~~OTCMARKETS 13ALTERNATIVE ORREPORTING ~~15(d)~~STANDARDS ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

For the quarterly period ended ~~October~~January 31, ~~2021~~2022

☐ 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: 000-55986

BOTS, Inc.

(Exact name of registrant as specified in its charter)

Puerto Rico		27-4439285
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1064 Ave Ponce De Leon, Suite 200, San Juan, PR		00907
(Address of principal executive offices)		(Zip Code)

(~~570~~939) ~~778~~212-~~6459~~9068

Registrant’s telephone number, including area code

_________________________________________

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

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

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

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller alternative reporting company ☒ (Do not check if smaller reporting company) ~~Emerging Growth Company ☐~~

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

As of ~~October~~January 31, ~~2021~~2022, the Company had ~~779~~780,~~874~~374,596 shares of common stock, $0.0001 par value outstanding.

Transitional Small Business Disclosure Format Yes ☐ No ☒

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 1 of 14

FORM 10-Q

Quarterly Report Pursuant to Alternative Reporting Standards

For the Period Ending: January 31, 2022 (the “Reporting Period”)

Alternative Reporting Standard:

Pink^® Basic Disclosure Guidelines

Federal securities laws, such as Rules 10b-5 and 15c2-11 of the Securities Exchange Act of 1934 (“Exchange Act”) as well as Rule 144 of the Securities Act of 1933 (“Securities Act”), and state Blue Sky laws, require issuers to provide current information to the public markets. With a view to facilitating compliance with these laws, OTC Markets Group has created these Pink Basic Disclosure Guidelines (“Guidelines”).^² These Guidelines set forth the disclosure obligations that make up the “Alternative Reporting Standard” for Pink companies. These Guidelines have been designed to encompass the “Catch All” information required in Rule 15c2-11,^³ however they have not been reviewed by the U.S. Securities and Exchange Commission or any state securities regulator. We use information provided by companies under these Guidelines to designate the appropriate tier in the Pink Market: Current Information or Limited Information.^⁴

These Guidelines may be amended from time to time, in the sole and absolute discretion of OTC Markets Group, with or without notice. The information provided by companies under these Guidelines is subject to our Privacy Policy.

Pink Current Information Tier

Companies that make the information described below publicly available on a timely basis (90 days after fiscal year end for Annual Reports; 45 days after each fiscal quarter end for Quarterly Reports) may qualify for the Current Information Tier.

Qualification Process:

1.Subscribe to the OTC Disclosure & News Service by submitting an OTCIQ Order Form (available on www.otciq.com).

2.Upload the following documents through OTCIQ:

·Quarterly Reports for Current Fiscal Year– must include Disclosure Statement and Financial Reports listed below

·Annual Report for Most Recently Completed Fiscal Year– must include Disclosure Statement and Financial Reports listed below

·Annual Report for Prior Completed Fiscal Year – must include Financial Reports listed below

oDisclosure Statements: Disclosure information pursuant to these Guidelines for the applicable period. (see the fillable form staring on Page 4).

^² This is not legal advice, and OTC Markets Group makes no assurance that compliance with our disclosure requirements will satisfy any legal requirements.

^³ Publication of information pursuant to these Guidelines does not guarantee or ensure that the Company will be designated as having “current information” or eligible for public quotations pursuant to Rule 15c2-11 or any other applicable regulation.

^⁴ OTC Markets Group may require companies with securities designated as Caveat Emptor to make additional disclosures in order to qualify for the Pink Current Information tier.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 2 of 14

oFinancial Statements: Financial reports must be prepared according to U.S. GAAP or International Financial Reporting Standards (IFRS) but are not required to be audited. Required financial statements include:

oBalance Sheet

oStatement of Income

oStatement of Cash Flows

oStatement of Retained Earnings (Statement of Changes in Stockholders’ Equity)

oNotes to Financial Statements

oAudit Letter, if audited

3.If financial statements are not audited by a PCAOB registered firm, provide the following:

·Attorney Letter Agreement: Submit a signed Attorney Letter Agreement according to the instructions on www.otcmarkets.com.

·Attorney Letter: After following the appropriate procedures with a qualified attorney, upload an “Attorney Letter With Respect to Current Information” in accordance with the Attorney Letter Guidelines through OTCIQ. Attorney Letters must reference all required reports as set forth in Section 2 above.

4.Verified Profile: Verify the Company Profile through OTCIQ. Profile information includes, but is not limited to, a complete list of officers, directors and service providers, outstanding shares, a business description and contact information.

5.Allow OTC Markets Group to process the posted documents (typically three to five business days) and provide any comments.

6.Companies will be only be evaluated for Current Information once all required documentation has been submitted. A new Attorney Letter is required upon amendment of any referenced report.

7.To qualify for Current Information on an ongoing basis, companies must:

·Upload reports through OTCIQ on the following schedule:

oQuarterly Report within 45 days of the quarter end

oAnnual Report within 90 days of the fiscal year end

oAttorney Letter within 120 days of the fiscal year end.

·Maintain a Verified Profile. At least once every six months, review and verify the Company’s profile information through OTCIQ.

Pink Limited Information Tier

Companies that make the information described below publicly available through OTCIQ may qualify for the Limited Information Tier.

8.Annual Financial Statements: Companies must upload the below financial statements for a completed Fiscal Year within the past 16 months. Financial reports must be prepared according to U.S. GAAP or International Financial Reporting Standards (IFRS) but are not required to be audited.

·Balance Sheet

·Statement of Income

·Statement of Cash Flows

·Statement of Retained Earnings (Statement of Changes in Stockholders’ Equity)

·Notes to Financial Statements

·Audit Letter, if audited

9.Verified Profile: The Company must verify the Company Profile through OTCIQ, including, but not limited to, a complete list of officers, directors and service providers; outstanding shares; a business description and contact information.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 3 of 14

10.To Qualify for Limited Information on an ongoing basis, companies must:

·Upload reports through OTCIQ on the following schedule:

oAnnual Report (including the required financial statements outlined in Item 8) within 120 days of the fiscal year end

·Maintain a Verified Profile. At least once every six months, review and verify their the Company’s profile information through OTCIQ.

Current Reporting of Material Corporate Events

Companies are expected to release quickly to the public any news or information regarding corporate events that may be material to the issuer and its securities (including adverse information). Persons with knowledge of such events would be considered to be in possession of material nonpublic information and may not buy or sell the issuer’s securities until or unless such information is made public. If not included in the issuer’s previous public disclosure documents or if any of the following events occur after the publication of such disclosure documents, the issuer shall publicly disclose such events by disseminating a news release within 4 business days following their occurrence and posting such news release through an Integrated Newswire or OTCIQ.^⁵

Material corporate events include:

·Entry into or termination of a material definitive agreement

·Completion of an acquisition or disposition of assets, including but not limited to merger transactions

·Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of an issuer

·Triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement

·Costs associated with exit or disposal activities

·Material impairments

·Sales of equity securities

·Material modification to rights of security holders

·Changes in issuer's certifying accountant

·Non-reliance on previously issued financial statements or a related audit report or completed interim review

·Changes in control of issuer

·Departure of directors or principal officers; election of directors; appointment of principal officers

·Amendments to articles of incorporation or bylaws; change in fiscal year

·Amendments to the issuer's code of ethics, or waiver of a provision of the code of ethics

·Any changes to litigation the issuer may be involved in, or any new litigation surrounding the issuer

·Officer, director, or insider transactions in the issuer’s securities

·Disclosure regarding stock promotion campaigns deemed material by the issuer

·Changes to the company’s shell status

·Other events the issuer considers to be of importance

^⁵ “Integrated Newswire” shall mean a newswire service that is integrated with the OTC Disclosure & News Service and is included on OTC Markets Group’s list of Integrated Newswires, as published on https://www.otcmarkets.com/corporate-services/products/disclosure-and-news-service

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 4 of 14

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

BOTS, INC / PR

1064 Ave Ponce De Leon, Suite 200, San Juan, PR 00907

_______________________________

939-212-9068

www.Bots.BZ

info@bots.bz

7373

Quarterly Report

For the Period Ending: 01/31/2022

(the “Reporting Period”)

As of 01/31/2022, the number of shares outstanding of our Common Stock was:

780,374,596

As of 10/31/2021 the number of shares outstanding of our Common Stock was:

734,874,596

As of 04/30/2021, the number of shares outstanding of our Common Stock was:

775,874,596

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐No: ☒

Indicate by check mark whether the company’s shell status has changed since the previous reporting period:

Yes: ☐No: ☒

Indicate by check mark whether a Change in Control^⁶ of the company has occurred over this reporting period:

Yes: ☐No: ☒

1)Name and address(es) of the issuer and its predecessors (if any)- BOTS, Inc.

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

^⁶ “Change in Control” shall mean any events resulting in:

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;

(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 5 of 14

www.mcig.org, as well as through the company’s wholesale, distributor, and retail programs. We expanded operations to include the VitaCig brand in 2014.

From 2015 through 2020 the Company was involved in multiple cannabis business entities. We have elected to discontinue all operations in the cannabis markets and e-cig markets while focusing on robotics and blockchain technologies.

We operated multiple websites (which are not incorporated as part of this Form 10Q report). The Company’s primary website is www.BOTS.bz.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer’s current standing in its state of incorporation (e.g. active, default, inactive):

We were incorporated in the State of Nevada on December 30, 2010, originally under the name Lifetech Industries, Inc. All agreements related to the Lifetech business were terminated and closed as of April 30, 2014. Effective August 2, 2013, the name was changed from “Lifetech Industries, Inc.” to “mCig, Inc.” The Company redomiciled to Puerto Rico on April 17, 2020. Effective April 17, 2020, the name was changed from “MCIG, Inc.,” to “BOTS, Inc.” The Company’s common stock is traded under the symbol “BTZI.” The Company is headquartered in San Juan, Puerto Rico.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

N/A

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

The address(es) of the issuer’s principal executive office:

1064 Ave Ponce De Leon, Suite 200, San Juan, PR 00907

The address(es) of the issuer’s principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 6 of 14

2)Security Information

Trading symbol: BTZI

Exact title and class of securities outstanding: COMMON

CUSIP: U0R13K108

Par or stated value: $0.0001

Total shares authorized: 2,000,000,000as of date: 01/31/2022

Total shares outstanding: 780,374,596as of date: 01/31/2022

Number of shares in the Public Float^⁷: 380,753,902as of date: 01/31/2022

Total number of shareholders of record:93as of date: 01/31/2022

All additional class(es) of publicly traded securities (if any):

Trading symbol:

Exact title and class of securities outstanding:

CUSIP:

Par or stated value:

Total shares authorized: as of date:

Total shares outstanding: as of date:

Transfer Agent

Name: Securities Transfer Corporation

Phone: 469-633-0101

Email: info@stctransfer.com

Address: 2901 N Dallas Parkway, Suite 380

Plano, Texas 75093

Is the Transfer Agent registered under the Exchange Act?^⁸ Yes: ☒No: ☐

3) Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A.Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Second Most Recent Fiscal Year End:

Opening Balance

Date 04/30/2020 Common: 505,374,596

Preferred: 3,350,000

*Right-click the rows below and select “Insert” to add rows as needed.

^⁷ “Public Float” shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “control person”), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

^⁸ To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 7 of 14

Date of Transaction	Transaction type (e.g. new issuance, cancellation, shares returned to treasury)	Number of Shares Issued (or cancelled)	Class of Securities	Value of shares issued ($/per share) at Issuance	Were the shares issued at a discount to market price at the time of issuance? (Yes/No)	Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).	Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided	Restricted or Unrestricted as of this filing.	Exemption or Registration Type.
05/14/2020	New Issuance	50,000,000	Common	$0.0253	No	Overwatch (Controlling interest Mike Hawkins)	Services	Restricted	N/A
05/14/2020	New Issuance	80,000,000	Common	$0.0253	No	Paul Rosenberg	Services	Restricted	N/A
05/14/2020	New Issuance	10,000,000	Common	$0.0253	No	Carl Hawkins	Services	Restricted	N/A
05/14/2020	New Issuance	10,000,000	Common	$0.0253	No	Thomas Amon	Services	Restricted	N/A
05/14/200	New Issuance	100,000,000	Common	$0.0300	No	FBC LLC (Controlling interest Simon Rubin)	Acquisition	Restricted	N/A
05/14/2020	New Issuance	30,000,000	Preferred	$0.0001	No	FBC LLC (Controlling interest Simon Rubin)	Acquisition	Restricted	N/A
07/20/2020	New Issuance	15,000,000	Common	$0.0250	No	APO Holdings (Controlling Interest Michelle Atias)	Debt conversion	Restricted	N/A
07/20/2020	New Issuance	1,000,000	Common	$0.0250	No	Andus Nomm	Services	Restricted	N/A
07/20/2020	New Issuance	500,000	Common	$0.0250	No	Levent Can Ersoydan	Services	Restricted	N/A
11/23/2020	New Issuance	1,000,000	Common	$0.0500	No	George L Richards III	Note Conversion
11/23/2020	New issuance	1,000,000	Common	$0.0500	No	OTC Investments LLC (Controlling interest Ollen Collins)	Note Conversion	Restricted	N/A
11/24/2020	New Issuance	1,000,000	Common	$0.0500	No	Moneta Equities (Controlling person Roman Vakhramov)	Services	Restricted	N/A
11/24/2020	New Issuance	1,000,000	Common	$0.0500	No	Cyber Security Group (Controlling person Vepkho Chkadua)	Services	Restricted	N/A
05/01/2021	New Issuance	1,000,000	Common	$0.0947	No	Oleksandr Gordieiev	Services	Restricted	N/A
05/05/2021	New Issuance	1,000,000	Common	$0.1070	No	TOA Trading LLC (Controlling person Dayan Martinez	Consulting	Restricted	N/A
06/23/2021	New Issuance	2,000,000	Common	$0.0567	No	Larisa Rozenberg	Consulting	Restricted	N/A
08/24/2021	New Issuance	5,000,000	Common	$0.0001	No	Paul Rosenberg	Services	Restricted	N/A
08/31/2021	Cancellation	50,000,000)	Common	N/A	No	Paul Rosenberg	N/A	N/A	N/A
12/07/2021	New Issuance	7,500,000	Common	$0.0430	No	KBHS LLC (Controlling person Kevin Harrington)	Consulting	Restricted	N/A
12/31/2021	New Issuance	28,000,000	Common	$0.0000	No	Paul Rosenberg	Conversion	Not Restricted	N/A
01/14/2022	New Issuance	10,000,000	Common	$0.0500	No	XR Casino Inc (Controlling personDayan Martinez)	Investment	Restricted	N/A

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 8 of 14

Shares Outstanding on Date of This Report:

Ending Balance Ending Balance:

Date 01/31/2022 Common: 780,374,596

Preferred: 30,050,00

Example: A company with a fiscal year end of December 31^st, in addressing this item for its quarter ended June 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through June 30, 2021 pursuant to the tabular format above.

Use the space below to provide any additional details, including footnotes to the table above:

B.Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒

Date of Note Issuance	Outstanding Balance ($)	Principal Amount at Issuance ($)	Interest Accrued ($)	Maturity Date	Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)	Name of Noteholder (entities must have individual with voting / investment control disclosed).	Reason for Issuance (e.g. Loan, Services, etc.)

Use the space below to provide any additional details, including footnotes to the table above:

4) Financial Statements

A.The following financial statements were prepared in accordance with:

☒ U.S. GAAP

☐ IFRS

B.The financial statements for this reporting period were prepared by (name of individual)^⁹:

Name: Eric Kilinsky

Title: Accountant

Relationship to Issuer: Paid Preparer

Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.

C.Balance Sheet;

D.Statement of Income;

E.Statement of Cash Flows;

F.Statement of Retained Earnings (Statement of Changes in Stockholders’ Equity)

^⁹ The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 9 of 14

G.Financial notes; and

H.Audit letter, if audited

You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. (“Annual Report,” “Quarterly Report” or “Interim Report”).

If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to OTCIQ in the field below. Financial Statements must be compiled in one document.

Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.

5) Issuer’s Business, Products and Services

The purpose of this section is to provide a clear description of the issuer’s current operations. In answering this item, please include the following:

A.Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)

Headquartered in San Juan, Puerto Rico, BOTS, Inc. - publicly traded on the OTC Markets under the symbol (BTZI) is a diversified company developing and servicing blockchain solutions and robotics for its clientele. The Company is committed to drive the innovations needed to shape the future of digital robotic automation management through digital technology and decentralized blockchain solutions. Management is dedicated to the strong growth of Distributed Asset Technology and Robotic Process Automation (RPA). The Company owns patent number US9135787 “Bitcoin kiosk/ATM device and system integrating enrollment protocol and method of using the same”. The Company also has an exclusive right to the additional Bitcoin ATM patent USPTO No. US10332205B1 “Bitcoin kiosk/ATM device and system and method of using the same” and US20190318326A1

In addition, the Company has a patent application number US20180315072A1 entitles “Method and system of facilitating management of cryptocurrency-based loyalty points associated with one or more of a product and a service”.

The Company is developing Intellectual Property (I.P.) licensing guidelines for the Bitcoin ATM operators and manufacturers. Copies of the guidelines are available upon request from the Company. These Intellectual-Property Guidelines are designed to help Bitcoin ATM operators implement practical, internal licensing compliance policies consistent with our patents together with the related I.P. laws and to reduce the business risks associated with counterfeiting, piracy, and transaction cybersecurity.

Bitcoin ATM companies, large and small, increasingly use and rely on intellectual property—the copyright, trademark, patents, trade secrets, and other intangible rights that underlie many products and services in the cryptocurrency ATM industry today. The “intellectual capital” embodied in inventions and creative content can be crucial to economic growth and business development as traditional capital, goods, and services.

I.P. protections provide the incentives and returns on investments for intellectual capital necessary to produce a continuous stream of innovations in crypto and blockchain economies. These make individual companies, industry sectors, and national economies more competitive.

These Intellectual-Property Bitcoin ATM IP Guidelines are designed to be helpful to a wide range of businesses involved in the Bitcoin ATM industry, including ATM manufacturers, banks, and non-bank Bitcoin ATM operators and are suitable to be tailored to deal more specifically with particular segments of the Bitcoin ATM supply chain.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 10 of 14

These guidelines may be used directly as a basis for a Bitcoin ATM company to create or improve internal I.P. compliance, company policies, or employee manuals. The terms of these Guidelines can also be included in contracts between BOTS Inc and suppliers, such as ATM kiosk manufacturers.

B.Please list any subsidiaries, parents, or affiliated companies.

First Bitcoin Capital, LLC

On May 14, 2020, we acquired 100% of First Bitcoin Capital, LLC (“FBC”). FBC was incorporated on December 11, 2017, under the laws of the state of Colorado. FBC works in multiple areas of blockchain development and cryptocurrency.

CoinQX Exchange Limited

On May 14, 2020, we acquired 100% of CoinQX Exchange, Limited (“CoinQX”). CoinQX was incorporated on July 4, 2014, in British Columbia, Canada. CoinQX has not yet begun operations.

420Wifi.com, llc

On May 14, 2020, we acquired 100% of 420wifi.com, llc (“420wifi”). 420wifi was organized on January 18, 2019, under the laws of the state of Wyoming. 420wifi has not yet begun operations.

D’BOT Technology Corp

On May 14, 2020, we acquired 100% of D’BOT Technology Corp (“DBOT”). DBOT was incorporated on March 15, 2019, under the laws of the state of Colorado.

On January 5^th, 2022, the Company incorporated Metaverse, Inc. in two jurisdictions.

C.Describe the issuers’ principal products or services.

Bots Inc a diversified company developing and servicing blockchain solutions and robotics for its customers.

6) Issuer’s Facilities

The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer and the extent in which the facilities are utilized.

In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership.

If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.

The Company subleases offices in San Juan, PR and Florida.

7) Company Insiders (Officers, Directors, and Control Persons)

The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 11 of 14

Using the tabular format below, please provide information, as of the period end date of this report, regarding any person or entity owning 5% of more of any class of the issuer’s securities, as well as any officer, and any director of the company, or any person that performs a similar function, regardless of the number of shares they own. If any insiders listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information (City, State) of an individual representing the corporation or entity in the note section.

Name of Officer/Director or Control Person	Affiliation with Company (e.g. Officer Title /Director/Owner of more than 5%)	Residential Address (City / State Only)	Number of shares owned	Share type/class	Ownership Percentage of Class Outstanding	Note
Simon Rubin	CEO, Director	Tel Aviv, Israel	100,000,000	Common	12,8%	First Bitcoin Capital Corp.
Simon Rubin	CEO, Director	Tel Aviv, Israel	30,000,000	Preferred		First Bitcoin Capital Corp.
Yuri Abramov	Director	Tel-Aviv, Israel	0

8)Legal/Disciplinary History

A.Please identify whether any of the persons or entities listed above have, in the past 10 years, been the subject of:

1.A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);

N/A

2.The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;

N/A

3.A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below we are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

4.The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities.

N/A

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 12 of 14

B.Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.

From time to time, the Company may be subject to routine litigation, claims or disputes in the ordinary course of business. The Company defends itself vigorously in all such matters. In the opinion of management, no pending or known threatened claims, actions or proceedings against the Company are expected to have a material adverse effect on its financial position, results of operations or cash flows. However, the Company cannot predict with certainty the outcome or effect of any such litigation or investigatory matters or any other pending litigations or claims. There can be no assurance as to the ultimate outcome of any such lawsuits and investigations. The Company will record a liability when it believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. The Company periodically evaluates developments in its legal matters that could affect the amount of liability that it has previously accrued, if any, and makes adjustments as appropriate. Significant judgment is required to determine both the likelihood of there being, and the estimated amount of, a loss related to such matters, and the Company’s judgment may be incorrect. The outcome of any proceeding is not determinable in advance. Until the final resolution of any such matters that the Company may be required to accrue for, there may be an exposure to loss in excess of the amount accrued, and such amounts could be material.

9) Third Party Providers

Please provide the name, address, telephone number and email address of each of the following outside providers:

Securities Counsel

Name: Marc Applbaum

Firm: Law Offices of Marc Applbaum

Address 1: 3212 Homer Street

Address 2: San Diego, CA 92106

Phone: 619-993-0288

Email: applbaumlaw@gmail.com

Accountant or Auditor

Name: N/A

Firm:

Address 1:

Address 2:

Phone:

Email:

Investor Relations

Name: N/A

Firm:

Address 1:

Address 2:

Phone:

Email:

Other Service Providers

Provide the name of any other service provider(s) that that assisted, advised, prepared or provided information with respect to this disclosure statement. This includes counsel, broker-dealer(s), advisor(s) or consultant(s) or provided assistance or services to the issuer during the reporting period.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 13 of 14

Name:

Firm:

Nature of Services:

Address 1:

Address 2:

Phone:

Email:

10) Issuer Certification

Principal Executive Officer:

The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities) in each Quarterly Report or Annual Report.

The certifications shall follow the format below:

I, Simon Rubin certify that:

1. I have reviewed this Quarterly Disclosure Statement of BOTS Inc.,

2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and

3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

March 15, 2022[Date]

/s/S.Rubin[CEO’s Signature]

(Digital Signatures should appear as “/s/ [OFFICER NAME]”)

Principal Financial Officer:

I, Simon Rubin certify that:

1. I have reviewed Quarterly Disclosure Statement of BOTS Inc.,

March 15, 2022[Date]

/s/ S.Rubin[CFO’s Signature]

(Digital Signatures should appear as “/s/ [OFFICER NAME]”

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 14 of 14

	BOTS, Inc. and SUBSIDIARIES Consolidated Balance Sheets (Unaudited)
	ASSETS	January 31,	April 30,
		2022	2021
Current Assets Cash and cash equivalents		$ 2,272	$ 1,935
Accounts receivable, net		4,768	-
Notes and other receivable		1,293,200	1,246,146
Total current assets		1,300,240	1,248,081
Cost basis investment		969,071	969,071
Intangible assets, net		5,247,390	4,569,960
Total assets		$ 7,516,701	$ 6,787,112

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilibies Accounts payable and accrued expenses	$ 23,732	$ 16,500
Due to shareholder	85,579	90,064
Other current liabilities	499,533	508,317
Total current liabilities	608,844	614,881
Total Liabilities	608,844	614,881
Stockholders' equity Preferred stock, $0.0001 par value; 90,000,000 shares authorized;	3,285	3,335
30,050,000 and 33,350,000shares issued and outstanding, as January 31, 2022 and April 30, 2021. Common stock, $0.0001 par value, voting; 2,000,000,000 shares	74,487	77,587
authorized; 780,374,596 and 775,874,596 shares issued, and
outstanding, as of January 31, 2022, and April 30, 2021, respectively.
Treasury stock	(680,330)	(680,330)
Additional paid in capital	28,766,511	27,947,761
Accumulated deficit	(21,256,096)	(21,176,122)
Total stockholders' equity	6,907,857	6,172,231
Total liabilities and stockholders' equity	$ 7,516,701	$ 6,787,112

See accompanying notes to unaudited consolidated financial statements.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 15 of 14

BOTS, Inc.

~~TABLE~~and ~~OF CONTENTS~~SUBSIDIARIES

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of October 31, 2021, and April 30, 2021 (unaudited)	4
	Consolidated Statements of Operations for the three months ended October 31, 2021, and 2020 (unaudited)	5
	Consolidated Statements of Changes in Stockholders' Equity	6
	Consolidated Statements of Cash Flows for the three months ended October 31, 2021, and 2020 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	25
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
SIGNATURES		29

Consolidated Statements of Operations (Unaudited)

2 Table of Contents

	For the Three Months Ended January 31,		For the Six Months Ended January 31,
	2022	2021	2022	2021
Selling, general, and administrative	13,346	2,942	29,258	18,260
Professional fees	15,527	12,900	23,123	16,160
Stock based compensation	-	180,000	-	3,900,000
Marketing & advertising	1,212	53,663	1,212	55,246
Amortization and depreciation	3,900	42,987	7,800	142,683
Total operating expenses	33,985	292,492	61,393	4,127,944
Income (Loss) from operations	(33,985)	(292,492)	(61,393)	(4,127,944)
Other income (expense)	0	(-13,492)	33,222	61,229,410
Net income (loss) before non-controlling interest	(33,985)	(305,984)	(28,171)	57,101,466
Loss on discontinued operations	-	-	-	(221,840)
Net income(loss) before minority interest	(33,985)	(305,984)	(28,171)	56,879,626
Net income (loss) attributable to controlling interest	$ (33,985)	$ (305,984)	$ (28,171)	$ 56,879,626
Basic and diluted (Loss) per share:
Income (Loss) per share from continuing operations	$ 0.00	$ (0.00)	$ (0.00)	$ 0.08
Income (Loss) per share	$ 0.00	$ (0.00)	$ (0.00)	$ 0.08
Weighted average shares outstanding - basic and diluted	774,874,596	774,986,335	774,874,596	755,961,553

~~PART~~See Iaccompanying ~~– FINANCIAL~~notes ~~INFORMATION~~to audited consolidated financial statements.

~~Item~~OTC 1.Markets ~~Financial~~Group ~~Statements~~Inc.

~~Interim~~OTC ~~Condensed~~Pink ~~Financial~~Basic ~~Statements~~Disclosure ~~and~~Guidelines ~~Notes~~(v3.1 toJune ~~Interim~~24, ~~Financial~~2021)Page ~~Statements~~16 of 14

General

BOTS, Inc.
and SUBSIDIARIES
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
	Preferred Stock				Common Stock				Treasury Stock				Additional Paid-in		Non-Controlling		Accumulated	Total Stockholders' Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Interest		Deficit	(Deficit)

Balance – April 30, 2020		3,350,000		335		505,374,596		50,537		1,700,000		(680,330)		13,981,354		14,249	(13,163,908)		202,237
Stock issued for services		-		-		170,500,000		17,050		-		-		4,374,390		-	-		4,391,440
Stock issued for acquisitions		30,000,000		3,000		100,000,000		10,000		-		-		9,592,017		-	-		9,605,017
Net income(loss)		-		-		-		-		-		-		-		(14,249)	(8,012,214)	$	(8,026,463)
Balance – April 30, 2021		33,350,000		3,335		775,874,596		77,587		1,700,000		(680,330)		27,947,761		-	(21,176,122)		6,172,231
Stock issued for services		-		-		14,000,000		1,400		-		-		813,700		-	-		815,100
Stock issued for investments		-		-		35,500,000		-		-		-		-		-	-		-
Conversion of preferred to common shares		(500,000)		(50)		5,000,000		500		-		-		50		-	-		500
Retirement of shares		-		-		(50,000,000)		(5,000)		-		-		5,000		-	-		-
Net income(loss)		-		-		-		-		-		-		-		-	(79,974)	$	(79,974)
Balance –January 31, 2022		32,850,000		3,285		780,374,596		74,487		1,700,000		(680,330)		28,766,511		-	(21,256,096)		6,907,857

~~The~~OTC ~~accompanying~~Markets ~~unaudited~~Group ~~condensed consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-Q~~Inc. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company’s annual report on Form 10-K for the year ended April 30, 2020. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended October 31, 2021, are not necessarily indicative of the results that can be expected for the year ending April 30, 2022.

3OTC ~~Table~~Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 17 of ~~Contents~~14

BOTS, Inc.
and SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
ASSETS
			October 31,	April 30,
			2021	2021
Current Assets
	Cash and cash equivalents		$2,185	$1,935
	Accounts receivable, net		4,768	-
	Notes and other receivable		1,257,024	1,246,146
		Total current assets	1,263,977	1,248,081
Cost basis investment			969,071	969,071
Intangible assets, net			4,751,290	4,569,960
Total assets			$6,984,338	$6,787,112
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
	Accounts payable and accrued expenses		$18,263	$16,500
	Due to shareholder		86,219	90,064
	Other current liabilities		438,014	508,317
		Total current liabilities	542,496	614,881
		Total Liabilities	542,496	614,881
Stockholders' equity
	Preferred stock, $0.0001 par value; 90,000,000 shares authorized;		3,285	3,335
		32,850,000 shares issued and outstanding, as October 31, 2021
		and April 30, 2021.
	Common stock, $0.0001 par value, voting; 2,000,000,000 shares		73,487	77,587
		authorized; 734,874,596 and 775,874,596 shares issued, and
		outstanding, as of October 31, 2021 and April 30, 2021, respectively.
	Treasury stock		(680,330)	(680,330)
	Additional paid in capital		28,267,511	27,947,761
	Accumulated deficit		(21,222,111)	(21,176,122)
		Total stockholders' equity	6,441,842	6,172,231
		Total liabilities and stockholders' equity	$6,984,338	$6,787,112
See accompanying notes to unaudited consolidated financial statements.

BOTS, Inc.

and SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

4 Table of Contents

	For Nine Months Ended January 31,
Operating Activities:	2022	2021
Net Income (Loss)	$ (79,947)	$ 56,874,805
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	11,700	142,683
Stock Based Compensation	315,100	3,900,000
Accrued Interest, Net	-	(54,839)
Effects of discontinued operations, net	-	317,530
Impairment	-	62,072
Effects of Acquisitions, net	-	(61,244,071)
Decrease (Increase) in:		-
Accounts receivable, net	(4,768)	-
Other receivables	(10,878)	-
Inventory	-	-
Prepaid expenses and other current liabilities	-	-
Accounts payable, accrued expenses and taxes payable	23,732	12,000
Total adjustments to reconcile net income to net cash	311,154	(56,864,625)
Net cash provided in operating activities	231,207	9,780
Cashflows from Investing Activities:
Increase (Decrease) in:
Cost Basis Investment	-	-
Acquisition of property, plant, and equipment	-	-
Acquisition of intangible assets	(189,130)	(5,000)
Net cash received in investing activities	(189,130)	(5,000)
Cash Flows From Financing Activities:
Borrowing from related parties, net	26,300	2,219
Notes Payable	(68,040)	(50,000)
Proceeds from issuance of stock, net	-	19,949
Net cash provided by financing activities	(41,740)	(27,832)
Net Change in Cash	337	(23,052)
Cash at Beginning of Period	1,935	24,695
Cash at End of Period	$ 2,272	$ 1,643

BOTS, Inc.
and SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
	For the Three Months Ended October 31,		For the Six Months Ended October 31,
	2021	2020	2021	2020
Selling, general, and administrative	15,912	2,861	20,253	7,912
Professional fees	7,596	2,084	322,596	6,260
Stock based compensation	-	-	-	3,720,000
Marketing & advertising	-	225	-	1,584
Amortization and depreciation	3,900	51,563	7,800	99,696
Total operating expenses	27,408	56,733	350,649	3,835,452
Income (Loss) from operations	(27,408)	(56,733)	(350,649)	(3,835,452)
Other income (expense)	33,222	6,664	304,660	61,242,902
Net income (loss) before non-controlling interest	5,814	(50,069)	(45,989)	57,407,450
Loss on discontinued operations	-	-	-	(211,839)
Net income(loss) before minority interest	5,814	(50,069)	(45,989)	57,195,611
Net income (loss) attributable to controlling interest	$5,814	$(50,069)	$(45,989)	$57,195,611
Basic and diluted (Loss) per share:
Income(Loss) per share from continuing operations	$0.00	$(0.00)	$(0.00)	$0.08
Income(Loss) per share	$0.00	$(0.00)	$(0.00)	$0.08
Weighted average shares outstanding - basic and diluted	772,874,596	513,636,726	777,874,596	746,494,161
See accompanying notes to audited consolidated financial statements.

OTC Markets Group Inc.

5OTC ~~Table~~Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 18 of ~~Contents~~14

BOTS, Inc.
and SUBSIDIARIES
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
	Preferred Stock				Common Stock				Treasury Stock				Additional Paid-in		Non- Controlling		Accumulated	Total Stockholders' Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Interest		Deficit	(Deficit)
Balance – April 30, 2020		3,350,000		335		505,374,596		50,537		1,700,000		(680,330)		13,981,354		14,249	(13,163,908)		202,237
Stock issued for services		-		-		170,500,000		17,050		-		-		4,374,390		-	-		4,391,440
Stock issued for acquisitions		30,000,000		3,000		100,000,000		10,000		-		-		9,592,017		-	-		9,605,017
Net income(loss)		-		-		-		-		-		-		-		(14,249)	(8,012,214)	$	(8,026,463)
Balance – April 30, 2021		33,350,000		3,335		775,874,596		77,587		1,700,000		(680,330)		27,947,761		-	(21,176,122)		6,172,231
Stock issued for services		-		-		4,000,000		400		-		-		314,700		-	-		315,100
Conversion of preferred to common shares		(500,000)		(50)		5,000,000		500		-		-		50		-	-		500
Retirement of shares		-		-		(50,000,000)		(5,000)		-		-		5,000		-	-		-
Net income(loss)		-		-		-		-		-		-		-		-	(45,989)	$	(45,989)
Balance –October 31, 2021		32,850,000		3,285		734,874,596		73,487		1,700,000		(680,330)		28,267,511		-	(21,222,111)		6,441,842
See accompanying notes to unaudited consolidated financial statements.

NOTES TO AUDITED FINANCIAL STATEMENTS

6For ~~Table~~the ofQuarter ~~Contents~~Ended January 31, 2022

BOTS, Inc.
and SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
				For the Six Months Ended
				October 31,
				2021	2020
Operating activities:
Net Income (Loss)				(45,989)	$57,190,389
	Adjustments to reconcile net income (loss) to net cash used in operating activities:
		Depreciation and amortization		7,800	99,696
		Common stock issued for services		315,100	3,720,000
		Accrued interest, net		-	(39,948)
		Impairment		-	37,190
		Effects of discontinued operations, net		-	317,530
		Effects of acquisition, net		-	(61,244,071)
	Changes in operating assets and liabilities:
		Accounts receivable, net		(4,768)	-
		Other receivable		(10,878)	-
	Total adjustment to reconcile net income to net cash			307,254	(57,109,603)
			Net cash provided In operating activities	261,265	80,786
Investing activities:
		Acquisition of intangible assets		(189,130)	-
			Net cash used in investing activities	(189,130)	-
Financing Activities:
		Repayment to related party, net		(3,845)	(64,241)
		Repayment of notes payable		(68,040)	(40,000)
			Net cash used in financing activities	(71,885)	(104,241)
Net Change in Cash				250	(23,455)
Cash at Beginning of Year				1,935	24,695
Cash at End of Period				$2,185	$1,240
Supplemental Disclosure of Cash Flows Information:
		Cash paid for interest		$-	$-
		Cash paid for income taxes		$-	$-
Non-cash Investing and Financing Activities:
Joint Venture investment with BRRX Management				-	(166,675)
Purchase of First Bitcoin Capital, LLC				-	10,027,752
Stock issued in settlement of debt				-	58,076
Debt exchange for cryptocurrency				-	218,257
See accompanying notes to unaudited consolidated financial statements.

The accompanying consolidated unaudited financial statements of BOTS, Inc., (the “Company”, “we”, “our”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the alternative disclosure rules of the OTC Markets.

7 ~~Table~~Note 1. Organization and Basis of ~~Contents~~Presentation

The accompanying consolidated audited financial statements of BOTS, Inc., (the “Company”, “we”, “our”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”).

~~Notes~~Basis toof ~~Consolidated~~Presentation ~~Financial~~and ~~Statements~~Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (~~Unaudited~~“GAAP”). All significant intercompany accounts and transactions have been eliminated.

~~Note~~The 1.consolidated ~~Organization~~financial ~~and~~statements ~~Basis~~include the accounts of ~~Presentation~~the Company and its subsidiaries:

~~The~~· First ~~accompanying~~Bitcoin ~~consolidated audited financial statements of BOTS~~Capital, Inc., (the “Company”, “we”, “our”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”).LLC

~~Basis~~Description of ~~Presentation and Principles of Consolidation~~Business

~~The~~Originally, ~~accompanying~~we ~~consolidated~~were ~~financial~~formed ~~statements~~to ~~include~~open ~~the~~and ~~accounts~~operate ofa ~~the~~full-service ~~Company~~day ~~and~~spa ~~its~~in ~~subsidiaries~~Montrose, ~~and~~California. ~~have~~In ~~been~~October ~~prepared~~2013 inwe ~~accordance~~repositioned ~~with~~ourselves ~~U.S.~~as ~~generally~~a ~~accepted~~technology ~~accounting~~company ~~principles~~focused on two long-term secular trends sweeping the globe: (~~“GAAP”~~1). ~~All~~The ~~significant~~decriminalization ~~intercompany~~and ~~accounts~~legalization of marijuana for medicinal or recreational purposes; and ~~transactions~~(2) ~~have~~the ~~been~~adoption ~~eliminated~~of electronic vaporizing cigarettes (commonly known as “eCigs”).

The ~~consolidated~~Company ~~financial~~initially ~~statements~~earned ~~include~~revenue ~~the~~through ~~accounts~~wholesale and retail sales of electronic cigarettes, vaporizers, and accessories in the ~~Company~~United States. It offered electronic cigarettes and related products through its ~~subsidiaries:~~online store at www.mcig.org, as well as through the company’s wholesale, distributor, and retail programs. We expanded operations to include the VitaCig brand in 2014.

~~· First~~From ~~Bitcoin~~2015 ~~Capital,~~through ~~LLC~~2020 the Company was involved in multiple cannabis business entities. We have elected to discontinue all operations in the cannabis markets and e-cig markets while focusing on robotics and blockchain technologies.

~~Description~~We operated multiple websites (which are not incorporated as part of ~~Business~~this Form 10Q report). The Company’s primary website is www.BOTS.bz.

~~Originally,~~Subsidiaries we were formed to open and operate a full-service day spa in Montrose, California. In October 2013 we repositioned ourselves as a technology company focused on two long-term secular trends sweeping the globe: (1) The decriminalization and legalization of ~~marijuana for medicinal or recreational purposes; and (2)~~ the ~~adoption of electronic vaporizing cigarettes (commonly known as “eCigs”).~~Company

The Company ~~initially~~currently ~~earned revenue through wholesale and retail sales of electronic cigarettes~~operates, ~~vaporizers, and accessories~~ in ~~the~~addition ~~United~~to ~~States.~~BOTS, ~~It offered electronic cigarettes and related products through its online store at www~~Inc.~~mcig.org~~, ~~as well as through~~ the ~~company’s~~following ~~wholesale,~~subsidiaries ~~distributor,~~which ~~and~~are ~~retail programs. We expanded operations to include the VitaCig brand in 2014.~~consolidated:

~~From~~First ~~2015~~Bitcoin ~~through~~Capital, 2020 the Company was involved in multiple cannabis business entities. We have elected to discontinue all operations in the cannabis markets and e-cig markets while focusing on robotics and blockchain technologies.LLC

WeOn ~~operated~~May ~~multiple~~14, ~~websites~~2020, ~~(which~~we ~~are~~acquired ~~not~~100% of First Bitcoin Capital, LLC (“FBC”). FBC was incorporated ason ~~part~~December 11, 2017, under the laws of ~~this~~the ~~Form~~state ~~10Q~~of ~~report)~~Colorado. FBC ~~The~~works ~~Company’s~~in ~~primary~~multiple ~~website~~areas isof ~~www~~blockchain development and cryptocurrency.~~BOTS.bz.~~

~~Subsidiaries~~CoinQX ofExchange ~~the Company~~Limited

~~The~~On ~~Company~~May ~~currently~~14, ~~operates~~2020, inwe ~~addition~~acquired to100% ~~BOTS~~of CoinQX Exchange, ~~Inc~~Limited (“CoinQX”). CoinQX was incorporated on July 4, ~~the~~2014, ~~following~~in ~~subsidiaries~~British ~~which~~Columbia, ~~are~~Canada. CoinQX ~~consolidated:~~has not yet begun operations.

~~First~~OTC ~~Bitcoin~~Markets ~~Capital,~~Group ~~LLC~~Inc.

OnOTC ~~May~~Pink ~~14,~~Basic ~~2020,~~Disclosure weGuidelines ~~acquired 100% of First Bitcoin Capital, LLC~~ (~~“FBC”)~~v3. ~~FBC~~1 ~~was~~June ~~incorporated on December 11~~24, ~~2017,~~2021)Page ~~under~~19 ~~the laws~~ of ~~the state of Colorado.~~14 ~~FBC works in multiple areas of blockchain development and cryptocurrency.~~

~~CoinQX~~420Wifi.com, ~~Exchange Limited~~llc

On May 14, 2020, we acquired 100% of ~~CoinQX Exchange~~420wifi.com, ~~Limited~~llc (“~~CoinQX~~420wifi”). ~~CoinQX~~420wifi was ~~incorporated~~organized on ~~July~~January 418, ~~2014~~2019, inunder ~~British~~the ~~Columbia,~~laws ~~Canada~~of the state of Wyoming. ~~CoinQX~~420wifi has not yet begun operations.

~~420Wifi.com,~~D’BOT ~~llc~~Technology Corp

On May 14, 2020, we acquired 100% of ~~420wifi.com,~~D’BOT ~~llc~~Technology Corp (“~~420wifi~~DBOT”). ~~420wifi~~DBOT was ~~organized~~incorporated on ~~January~~March 1815, 2019, under the laws of the state of ~~Wyoming~~Colorado. ~~420wifi~~ DBOT has not yet begun operations.

~~D’BOT~~Note ~~Technology~~2. ~~Corp~~Summary of Significant Accounting Policies

OnPrinciples ~~May 14, 2020, we acquired 100%~~ of ~~D’BOT Technology Corp (“DBOT”). DBOT was incorporated on March 15, 2019, under the laws of the state of Colorado. DBOT has not yet begun operations.~~Consolidation

8The ~~Table~~consolidated financial statements include the accounts of ~~Contents~~the Company, the wholly owned subsidiaries of FBC. Significant intercompany balances and transactions have been eliminated.

~~Note~~Concentration 2.of ~~Summary~~Credit ofRisk and Significant ~~Accounting Policies~~Customers

~~Principles~~Financial instruments which potentially subject the Company to a concentration of ~~Consolidation~~credit risk consist principally of temporary cash investments and accounts receivable. The Company places its temporary cash investments with financial institutions insured by the FDIC.

~~The~~Concentrations ~~consolidated~~of ~~financial~~credit ~~statements~~risk ~~include~~with respect to trade receivables are limited due to the ~~accounts~~diverse group of customers to whom the Company, sells. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the ~~wholly~~collectability ~~owned~~of ~~subsidiaries~~its receivables warrant based upon factors such as the credit risk of ~~FBC~~specific customers, historical trends, other information and past bad debt history. ~~Significant~~ ~~intercompany~~The outstanding balances ~~and~~are ~~transactions~~stated ~~have~~net ~~been~~of ~~eliminated~~an allowance for doubtful accounts.

~~Concentration~~Under Topic 606, revenue is recognized when control of ~~Credit~~the ~~Risk~~promised ~~and~~goods ~~Significant~~or ~~Customers~~services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

~~Financial~~We ~~instruments~~determine ~~which~~revenue ~~potentially~~recognition ~~subject~~through the ~~Company~~following to a concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Company places its temporary cash investments with financial institutions insured by the FDIC.steps:

~~Concentrations~~• ofidentification ~~credit risk with respect to trade receivables are limited due to the diverse group~~ of ~~customers to whom~~ the Company sells. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables warrant based upon factors such as the credit risk of specific customerscontract, ~~historical~~or ~~trends~~contracts, ~~other~~with ~~information~~a ~~and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts.~~customer;

~~Under~~• ~~Topic~~identification ~~606, revenue is recognized when control~~ of the ~~promised~~performance ~~goods~~obligations ~~or services is transferred to our customers,~~ in ~~an amount that reflects~~ the ~~consideration we expect to be entitled to in exchange for those goods or services.~~contract;

We• ~~determine~~determination ~~revenue~~of ~~recognition through~~ the ~~following~~transaction ~~steps:~~price;

• ~~identification~~allocation of the ~~contract,~~transaction orprice ~~contracts,~~to ~~with~~the aperformance ~~customer~~obligations in the contract; and

• ~~identification~~recognition of ~~the~~revenue ~~performance~~when, ~~obligations~~or inas, ~~the~~we ~~contract;~~satisfy a performance obligation.

•Interest ~~determination of the transaction price;~~Receivable

•The ~~allocation~~Company’s ofinterest ~~the~~receivables ~~transaction~~are ~~price~~accrued from two convertible promissory notes. The interest will continue to accrue until such time as the ~~performance~~debt ~~obligations~~is paid in full, or the ~~contract;~~Company ~~and~~elects to convert the promissory note, or a portion there of, into equity of the debtor.

•Intangible ~~recognition of revenue when, or as, we satisfy a performance obligation.~~Assets

~~Interest~~The ~~Receivable~~Company’s intangible assets consist of certain website development costs that is amortized over their useful life in accordance with the guidelines of ASC 350-30 General Intangible Other than Goodwill and ASC 350-50 Website Development Costs. In addition to these finite intangible assets, the Company accounts for its infinite intangible assets without depreciation and/or amortization. These assets are reviewed annually by an independent review to determine if an impairment should be recognized. As the Company owned no infinite intangible assets in the prior fiscal year ending April 30, 2020, no impairment was warranted for the Company’s infinite intangible assets.

~~The~~OTC ~~Company’s~~Markets ~~interest~~Group ~~receivables are accrued from two convertible promissory notes~~Inc. ~~The interest will continue to accrue until such time as the debt is paid in full, or the Company elects to convert the promissory note, or a portion there of, into equity of the debtor.~~

~~Intangible~~OTC ~~Assets~~Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 20 of 14

~~The~~Basic Company’s intangible assets consist of certain website development costs that is amortized over their useful life in accordance with the guidelines of ASC 350-30 General Intangible Other than Goodwill and ~~ASC~~ ~~350-50~~Diluted ~~Website~~Net ~~Development~~Loss ~~Costs. In~~Per addition to these finite intangible assets, the Company accounts for its infinite intangible assets without depreciation and/or amortization. These assets are reviewed annually by an independent review to determine if an impairment should be recognized. As the Company owned no infinite intangible assets in the prior fiscal year ending April 30, 2020, no impairment was warranted for the Company’s infinite intangible assets.Share

~~Basic~~The ~~and~~Company ~~Diluted~~follows ASC ~~Net~~Topic ~~Loss~~260 – Earnings Per Share, and FASB 2015-06, Earnings Per Share to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

~~The~~Basic ~~Company~~net ~~follows~~earnings ~~ASC~~(loss) ~~Topic~~per ~~260~~common ~~– Earnings~~share ~~Per~~are ~~Share,~~computed ~~and~~by ~~FASB~~dividing ~~2015-06,~~the ~~Earnings~~net ~~Per Share to account for~~ earnings ~~per share. Basic earnings per share~~ (~~“EPS”~~loss) ~~calculations~~for ~~are~~the ~~determined~~period by ~~dividing net loss by~~ the weighted average number of ~~shares of~~ common ~~stock~~shares outstanding during the ~~year~~period. Diluted earnings (loss) per share ~~calculations~~ are ~~determined~~computed byusing ~~dividing net income by~~ the weighted average number of common ~~shares~~ and dilutive common ~~share~~stock ~~equivalents~~equivalent shares outstanding~~. During~~ ~~periods~~during ~~when~~the period. Dilutive common stock ~~equivalents,~~equivalent ifshares ~~any~~consist of Series A convertible preferred stock, ~~are~~convertible ~~anti-dilutive~~debentures, ~~they~~stock ~~are~~options ~~not~~and ~~considered~~warrant incommon ~~the~~stock ~~computation~~equivalent shares.

~~Basic~~Concentration ~~net earnings (loss) per common share are computed by dividing the net earnings (loss) for the period by the weighted average number~~ of ~~common~~Credit shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares consist of Series A convertible preferred stock, convertible debentures, stock options and warrant common stock equivalent shares.Risk

9Financial ~~Table~~instruments, which potentially subject us to concentrations of ~~Contents~~credit risk, consist principally of cash and trade receivables. Concentrations of credit risk with respect to trade receivables are limited due to the clients that comprise our customer base and their dispersion across different business and geographic areas. We estimate and maintain an allowance for potentially uncollectible accounts and such estimates have historically been within management’s expectations.

~~Concentration~~Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of ~~Credit~~the ~~Risk~~federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had $0 and $0 in excess of federally insured limits at January 31, 2022 and April 30, 2021.

~~Financial~~Note ~~instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and trade receivables~~3. ~~Concentrations~~ ofGoing credit risk with respect to trade receivables are limited due to the clients that comprise our customer base and their dispersion across different business and geographic areas. We estimate and maintain an allowance for potentially uncollectible accounts and such estimates have historically been within management’s expectations.Concern

~~Our~~The ~~cash~~Company’s ~~balances~~financial statements are ~~maintained~~prepared inusing ~~accounts~~generally ~~held~~accepted byaccounting ~~major~~principles, ~~banks~~which contemplate the realization of assets and ~~financial~~liquidation ~~institutions~~of ~~located~~liabilities in the ~~United~~normal ~~States. The~~course ~~Company~~of ~~may~~business. ~~occasionally~~Because ~~maintain~~the ~~amounts~~business onis ~~deposit~~new ~~with~~and has a ~~financial~~limited ~~institution~~history ~~that~~and ~~are~~relatively infew ~~excess~~sales, ofno ~~the~~certainty ~~federally~~of ~~insured~~continuation ~~limit~~can ofbe ~~$250,000~~stated. The ~~risk~~accompanying isfinancial ~~managed~~statements byfor ~~maintaining~~the ~~all~~periods ~~deposits~~ended inOctober ~~high~~31, ~~quality~~2021, ~~financial~~and ~~institutions.~~October ~~The~~31, ~~Company~~2020, ~~had~~have $0been ~~and~~prepared $0assuming inthat ~~excess~~the ofCompany ~~federally~~will ~~insured~~continue ~~limits~~as ata ~~October~~going 31concern, ~~2021~~which contemplates the realization of assets and ~~April~~satisfaction ~~30,~~of ~~2020~~liabilities in the normal course of business.

~~Note~~The 3.Company ~~Going~~has ~~Concern~~suffered losses from operations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern.

~~The~~Management ~~Company’s~~is ~~financial~~taking ~~statements~~steps ~~are~~to ~~prepared~~raise ~~using~~additional ~~generally~~funds ~~accepted~~to ~~accounting~~address ~~principles,~~its ~~which~~operating ~~contemplate~~and ~~the~~financial ~~realization~~cash ofrequirements ~~assets~~to ~~and~~continue ~~liquidation~~operations ~~of liabilities~~ in the ~~normal~~next ~~course~~twelve ~~of business~~months. ~~Because~~Management ~~the~~has ~~business~~devoted isa ~~new~~significant ~~and~~amount ~~has~~of atime ~~limited~~in ~~history~~the raising of capital from additional debt and ~~relatively~~equity ~~few~~financing. ~~sales~~However, nothe ~~certainty~~Company’s ofability ~~continuation~~to ~~can~~continue beas ~~stated.~~a ~~The~~going ~~accompanying~~concern ~~financial~~is ~~statements~~dependent ~~for~~upon ~~the~~raising ~~periods~~additional ~~ended~~funds ~~October~~through ~~31,~~debt ~~2021,~~ and ~~October~~equity ~~31,~~financing ~~2020,~~and ~~have~~generating ~~been~~revenue. ~~prepared~~There ~~assuming~~are ~~that~~no assurances the Company will ~~continue~~receive asthe anecessary ~~going~~funding ~~concern,~~or ~~which~~generate ~~contemplates~~revenue ~~the~~necessary ~~realization~~to offund ~~assets~~operations. ~~and~~The ~~satisfaction~~financial ofstatements ~~liabilities~~contain inno ~~the~~adjustments ~~normal~~for ~~course~~the outcome of ~~business~~this uncertainty.

~~The~~Note ~~Company~~4. ~~has~~Cost ~~suffered~~Basis ~~losses from operations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern.~~Investments

~~Management~~The isCompany ~~taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management~~ has ~~devoted~~invested a$969,071 ~~significant~~through ~~amount~~January of31, ~~time~~2022, in ~~the~~First ~~raising~~Bitcoin ~~of capital from additional debt and equity financing. However~~Capital, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty.LLC

10Note ~~Table~~5. ~~of Contents~~Acquisition

~~Note~~On 4May 15, 2020, the Company acquired First Bitcoin Capital, LLC and all the assets of First Bitcoin Capital Corp. The ~~Cost~~Company ~~Basis~~acquired ~~Investments~~all cash, inventory, prepaid expenses, inventory, fixed assets, and intellectual property for a total purchase price of $10,120,000. The Company issued 100,000,000 common shares and 30,000,000 Series A Preferred shares at the rate of $0.0253 per underlying common share. The Company has 60,000,000 Series A Preferred held in reserve for issuance should certain milestones be achieved over the course of three years.

~~The~~OTC ~~Company~~Markets ~~has~~Group ~~invested $969,071 through October 31, 2021, in First Bitcoin Capital, LLC~~Inc.

~~Note~~OTC 5Pink Basic Disclosure Guidelines (v3.1 ~~Acquisition~~June 24, 2021)Page 21 of 14

OnIn ~~May~~accordance ~~15,~~to ~~2020~~rule, the ~~Company~~following ~~acquired~~table ~~First~~reflects ~~Bitcoin~~the ~~Capital,~~determination ~~LLC~~of ~~and~~the ~~all~~purchase price of the assets of First Bitcoin Capital Corp~~. The~~ ~~Company acquired all cash, inventory, prepaid expenses, inventory, fixed assets,~~ and ~~intellectual~~the ~~property~~business ~~for~~entity ~~a total purchase price~~ of ~~$10,120,000. The~~First ~~Company~~Bitcoin ~~issued 100~~Capital,~~000,000~~ common shares and 30,000,000 Series A Preferred shares at the rate of $0.0253 per underlying common share. The Company has 60,000,000 Series A Preferred held in reserve for issuance should certain milestones be achieved over the course of three years.LLC:

In accordance to rule, the following table reflects the determination of the purchase price of the assets of First Bitcoin Capital Corp and the business entity of First Bitcoin Capital, LLC:


Acquisition of First Bitcoin Capital Corp Assets
Cash			800
Patent			308,750
Interest receivable			25,058
Notes receivable			1,191,307
Cost basis investments			972,425
Non-current digital assets			214,264,073
Total assets acquired			216,762,413

Reserve for devaluation			145,372,485
Total liabilities assumed			145,372,485
Net acquisition assets			71,389,928

Total Purchase Price
Common Stock issued as part of acquisition (100,000,000)			2,530,000
Preferred Stock issued as part of acquisition (90,000,000)			22,770,000
Total Purchase Price			25,300,000
Reserve for unissued stock			15,180,000
Stock issued as part of purchase			10,120,000
Net acquisition assets			71,389,928
Gain on Assets			61,269,928

Acquisition of First Bitcoin Capital Corp Assets
Cash			800
Patent			308,750
Interest receivable			25,058
Notes receivable			1,191,307
Cost basis investments			972,425
Non-current digital assets			214,264,073
Total assets acquired			216,762,413
Reserve for devaluation			145,372,485
Total liabilities assumed			145,372,485
Net acquisition assets			71,389,928
Total Purchase Price
Common Stock issued as part of acquisition (100,000,000)			2,530,000
Preferred Stock issued as part of acquisition (90,000,000)			22,770,000
Total Purchase Price			25,300,000
Reserve for unissued stock			15,180,000
Stock issued as part of purchase			10,120,000
Net acquisition assets			71,389,928
Gain on Assets			61,269,928

Note 6. Related Parties and Related Party Transactions

11Mr. ~~Table~~Rosenberg, the Company’s former CEO/CFO provided funding for the Company from time to time. During the nine months ended January 31, 2022, Mr. Rosenberg paid multiple expense on behalf of ~~Contents~~the Company, and received multiple payments from the Company as payment against the advances made. Mr. Rosenberg is owed $85,578 as due to related party as of January 31, 2022

~~Note~~First 6Bitcoin Capital Corp, an affiliate shareholder of the Company’s provides funding for First Bitcoin Capital, LLC, a wholly owned subsidiary of the Company. During ~~Related~~the ~~Parties~~year ~~and~~ended ~~Related~~April ~~Party~~30, ~~Transactions~~2021, First Bitcoin Capital Corp has funded $6,113 to the Company.

Mr. Rosenberg, ~~the~~received ~~Company’s former CEO/CFO provided funding for the Company from time to time. During the nine months ended January 31~~80, ~~2021~~000,000 ~~Mr.~~shares ~~Rosenberg paid multiple expense on behalf~~ of ~~the~~common ~~Company,~~stock ~~and~~for ~~received~~services ~~multiple~~provided ~~payments~~in ~~from~~ the ~~Company~~acquisition asof ~~payment~~First ~~against~~Bitcoin ~~the~~Capital ~~advances~~Corp ~~made.~~assets ~~Mr.~~and ~~Rosenberg~~First ~~was~~Bitcoin ~~owed $70~~Capital,~~196~~ ~~as due to related party as of October 31, 2021~~LLC.

~~First~~On ~~Bitcoin~~April ~~Capital~~29, 2020, ~~Corp~~we converted 5,000,000 anof ~~affiliate~~OBITX, ~~shareholder~~Inc., common shares owned by us into 500,000 shares of Series B Preferred stock. The conversion was according to the ~~Company’s~~terms ~~provides~~of ~~funding~~the ~~for~~Series ~~First~~B ~~Bitcoin~~Preferred ~~Capital,~~stock ~~LLC,~~and aas ~~wholly~~such ~~owned~~there ~~subsidiary~~was ofno gain or loss on the ~~Company~~transaction. ~~During~~BOTS may not convert the ~~year~~Series ~~ended~~B ~~April~~Preferred ~~30,~~shares ~~2021,~~into ~~First~~common ~~Bitcoin~~shares ~~Capital~~until ~~Corp~~24 ~~has~~months ~~funded~~have ~~$6,113~~expired tofrom the ~~Company~~transaction.

On August 23, 2021, Mr. Rosenberg ~~received~~converted 80500,000~~,000~~ shares of ~~common~~Series ~~stock~~B ~~for~~Preferred ~~services~~stock ~~provided~~into in5,000,000 ~~the~~shares ~~acquisition~~ of ~~First~~common ~~Bitcoin Capital Corp assets and First Bitcoin Capital, LLC~~stock.

OnNote ~~April 29, 2020, we converted 5,000,000 of OBITX, Inc~~7., ~~common~~Cryptocurrency shares owned by us into 500,000 shares of Series B Preferred stock. The conversion was according to the terms of the Series B Preferred stock and as such there was no gain or loss on the transaction. BOTS may not convert the Series B Preferred shares into common shares until 24 months have expired from the transaction.Assets

OnDuring ~~August~~the 23year months ended April 30, 2021, Mrthe Company started transacting business with cryptocurrency assets. The ~~Rosenberg~~Company ~~converted~~records ~~500,000~~the ~~shares~~asset ofas ~~Series~~an BIntangible ~~Preferred~~Asset ~~stock~~with ~~into~~Infinite ~~5,000,000~~Life. We ~~shares~~classify ofcryptocurrency ~~common~~that ~~stock~~have a market value and substantial liquidity as Current Intangible Assets. Cryptocurrency that does not trade on a market or have limited liquidity are classified as Non-current Intangible Assets.

~~Note~~OTC 7.Markets ~~Cryptocurrency~~Group ~~Assets~~Inc.

~~During~~OTC ~~the~~Pink ~~year~~Basic ~~months~~Disclosure ~~ended~~Guidelines ~~April~~(v3.1 30June 24, 2021,)Page ~~the~~22 ~~Company~~of ~~started transacting business with cryptocurrency assets.~~14 The Company records the asset as an Intangible Asset with Infinite Life. We classify cryptocurrency that have a market value and substantial liquidity as Current Intangible Assets. Cryptocurrency that does not trade on a market or have limited liquidity are classified as Non-current Intangible Assets.

12The ~~Table~~following chart shows our cryptocurrency assets held as of ~~Contents~~October 31, 2021:

The following chart shows our cryptocurrency assets held as of October 31, 2021:

Schedule of Digital Currencies – Non-current

		Cost per		Total
		Currency		Cost
First Bitcoin (BIT)	17,120,497,315	$	0.004029	$	69,114,447
President Trump (PRES)	55,869,517,129		-		145,372,484
KiloCoin (KLC)	998,560,007		-		-
TeslaCoilCoin (TESLA) *	3,988,609		-		622
Siacoin (SC)	342,348		-		-
Alphabit (ABC)	199,999,982		-		-
Perkscoin	2,083,333		-		-
OTC Coin	19,996,895,800		-		-
President Johnson (GARY)	54,987,192,536		-		-
Hillary (HILL)	55,967,772,167		-		-
BURN	55,968,072,167		-		-
Bitcoin Futures (XBU)	8,977,777		-		-
Altcoin (ALT)	10,888		-		-
BPU	8,999,000		-		-
BPL	8,999,000		-		-
BCN	8,999,000		-		-
BXT	8,999,000		-		-
XBC	8,999,000		-		-
XOM	4,090,505		-		-
WEED	77,141,332		-		-
Fly (LOYAL)	2,254,750,118		-		-
Catalan Coin	92,233,720,368		-		-
OPRAH	1,266,805,361		-		-
HERB	888,888,888		-		-
MoshiachCoin	379,164		-		-
HEMP	100,000,000		-		-
MaidSafeCoin (MAID)	71		-		-
AFG	100,000,000,000		-		-
AAL	91,818,181,818		-		-
UAL	91,818,181,818		-		-
FFT	91,818,181,818		-		-
HAL	91,818,181,818		-		-
SWA	91,818,181,818		-		-
PURPOSE	92,000,000,000		-		-
UAE	1,000,000,000		-		-
QTR	1,000,000,000		-		-
SIA	1,000,000,000		-		-
CPA	1,000,000,000		-		-
ANA	1,000,000,000		-		-
KZR	1,000,000,000		-		-
HVN	1,000,000,000		-		-
LAN	1,000,000,000		-		-

Schedule of Digital Currencies – Non-current
		Cost per		Total
		Currency		Cost
First Bitcoin (BIT)	17,120,497,315	$	0.004029	$	69,114,447
President Trump (PRES)	55,869,517,129		-		145,372,484
KiloCoin (KLC)	998,560,007		-		-
TeslaCoilCoin (TESLA) *	3,988,609		-		622
Siacoin (SC)	342,348		-		-
Alphabit (ABC)	199,999,982		-		-
Perkscoin	2,083,333		-		-
OTC Coin	19,996,895,800		-		-
President Johnson (GARY)	54,987,192,536		-		-
Hillary (HILL)	55,967,772,167		-		-
BURN	55,968,072,167		-		-
Bitcoin Futures (XBU)	8,977,777		-		-
Altcoin (ALT)	10,888		-		-
BPU	8,999,000		-		-
BPL	8,999,000		-		-
BCN	8,999,000		-		-
BXT	8,999,000		-		-
XBC	8,999,000		-		-
XOM	4,090,505		-		-
WEED	77,141,332		-		-
Fly (LOYAL)	2,254,750,118		-		-
Catalan Coin	92,233,720,368		-		-
OPRAH	1,266,805,361		-		-
HERB	888,888,888		-		-
MoshiachCoin	379,164		-		-
HEMP	100,000,000		-		-
MaidSafeCoin (MAID)	71		-		-
AFG	100,000,000,000		-		-
AAL	91,818,181,818		-		-
UAL	91,818,181,818		-		-
FFT	91,818,181,818		-		-
HAL	91,818,181,818		-		-
SWA	91,818,181,818		-		-
PURPOSE	92,000,000,000		-		-
UAE	1,000,000,000		-		-
QTR	1,000,000,000		-		-
SIA	1,000,000,000		-		-
CPA	1,000,000,000		-		-
ANA	1,000,000,000		-		-
KZR	1,000,000,000		-		-
HVN	1,000,000,000		-		-
LAN	1,000,000,000		-		-
OMA	1,000,000,000		-		-
JST	1,000,000,000		-		-
POE	1,000,000,000		-		-
XAX	1,000,000,000		-		-
EIN	1,000,000,000		-		-
WJA	1,000,000,000		-		-

OTC Markets Group Inc.

13OTC ~~Table~~Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 23 of ~~Contents~~14

IGO	1,000,000,000		-	-
OMA		1,000,000,000		-	-
IBE	1,000,000,000		-	-
JST		1,000,000,000		-	-
JBU	92,818,181,818		-	-
POE		1,000,000,000		-	-
JSA	1,000,000,000		-	-
XAX		1,000,000,000		-	-
AZU	1,000,000,000		-	-
EIN		1,000,000,000		-	-
AVA	1,000,000,000		-	-
WJA		1,000,000,000		-	-
TAM	1,000,000,000		-	-
IGO		1,000,000,000		-	-
AZA	1,000,000,000		-	-
IBE		1,000,000,000		-	-
DAT	1,000,000,000		-	-
JBU		92,818,181,818		-	-
ASA	1,000,000,000		-	-
JSA		1,000,000,000		-	-
SCO	1,000,000,000		-	-
AZU		1,000,000,000		-	-
SAS	1,000,000,000		-	-
AVA		1,000,000,000		-	-
SEY	1,000,000,000		-	-
TAM		1,000,000,000		-	-
TAP	1,000,000,000		-	-
AZA		1,000,000,000		-	-
TOM	1,000,000,000		-	-
DAT		1,000,000,000		-	-
ALK	1,000,000,000		-	-
ASA		1,000,000,000		-	-
CMP	1,000,000,000		-	-
SCO		1,000,000,000		-	-
AHY	1,000,000,000		-	-
SAS		1,000,000,000		-	-
JAI	1,000,000,000		-	-
SEY		1,000,000,000		-	-
MAU	1,000,000,000		-	-
TAP		1,000,000,000		-	-
BER	1,000,000,000		-	-
TOM		1,000,000,000		-	-
EWG	1,000,000,000		-	-
ALK		1,000,000,000		-	-
EYH	1,000,000,000		-	-
CMP		1,000,000,000		-	-
APJ	1,000,000,000		-	-
AHY		1,000,000,000		-	-
ETD	1,000,000,000		-	-
JAI		1,000,000,000		-	-
THY	1,000,000,000		-	-
MAU		1,000,000,000		-	-
EVA	1,000,000,000		-	-
BER		1,000,000,000		-	-
QFA	1,000,000,000		-	-
EWG		1,000,000,000		-	-
DLH	1,000,000,000		-	-
EYH		1,000,000,000		-	-
GIA	1,000,000,000		-	-
APJ		1,000,000,000		-	-
CHH	92,818,181,818		-	-
ETD		1,000,000,000		-	-
THA	1,000,000,000		-	-
THY		1,000,000,000		-	-
AFR	1,000,000,000		-	-
EVA		1,000,000,000		-	-
SWR	1,000,000,000		-	-
QFA		1,000,000,000		-	-
AAR	1,000,000,000		-	-
DLH		1,000,000,000		-	-
ANZ	1,000,000,000		-	-
GIA		1,000,000,000		-	-
VOZ	1,000,000,000		-	-
CHH		92,818,181,818		-	-
AUA	1,000,000,000		-	-
THA		1,000,000,000		-	-
BKP	1,000,000,000		-	-
AFR		1,000,000,000		-	-
JAL	1,000,000,000		-	-
SWR		1,000,000,000		-	-
AAR		1,000,000,000		-	-
ANZ		1,000,000,000		-	-
VOZ		1,000,000,000		-	-
AUA		1,000,000,000		-	-
BKP		1,000,000,000		-	-
JAL		1,000,000,000		-	-
JAA	1,000,000,000		-		-

14OTC ~~Table~~Markets ofGroup ~~Contents~~Inc.

JAA	1,000,000,000	-		-
JAT	1,000,000,000	-		-
HAD	1,000,000,000	-		-
AXM	1,000,000,000	-		-
KLM	1,000,000,000	-		-
VRD	1,000,000,000	-		-
BAW	92,818,181,818	-		-
FIN	1,000,000,000	-		-
VIR	1,000,000,000	-		-
CRK	1,000,000,000	-		-
NAX	1,000,000,000	-		-
ACA	1,000,000,000	-		-
CSN	1,000,000,000	-		-
AEE	1,000,000,000	-		-
MAS	1,000,000,000	-		-
DAL	92,818,181,818	-		-
KAL	1,000,000,000	-		-
CAL	1,000,000,000	-		-
EZY	1,000,000,000	-		-
SLK	1,000,000,000	-		-
AFL	1,000,000,000	-		-
SAA	1,000,000,000	-		-
CES	1,000,000,000	-		-
GFA	1,000,000,000	-		-
ICE	1,000,000,000	-		-
SVA	1,000,000,000	-		-
PAL	1,000,000,000	-		-
EGF	1,000,000,000	-		-
KQA	1,000,000,000	-		-
DTA	1,000,000,000	-		-
CCA	1,000,000,000	-		-
TSC	1,000,000,000	-		-
ANE	1,000,000,000	-		-
DKH	1,000,000,000	-		-
FJI	1,000,000,000	-		-
LOTP	1,000,000,000	-		-
CAW	1,000,000,000	-		-
AMX	1,000,000,000	-		-
RBA	1,000,000,000	-		-
GCRC	1,000,000,000	-		-
TGW	1,000,000,000	-		-
MNO	1,000,000,000	-		-
RJA	1,000,000,000	-		-
SEJ	1,000,000,000	-		-
WOWN	1,000,000,000	-		-
SW	1,000,000,000	-		-
FS	1,000,000,000	-		-
RT	1,000,000,000	-		-
BW	1,000,000,000	-		-
JJ	1,000,000,000	-		-
MC	1,000,000,000	-		-
HH	1,000,000,000	-		-
IC	1,000,000,000	-		-
CH	92,818,181,818	-		-
WY	1,000,000,000	-		-
Total			$	214,487,552
Reserve				210,209,892
Carrying Value			$	4,277,660

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)Page 24 of 14

15 Table of Contents

JAT	1,000,000,000	-	-
HAD	1,000,000,000	-	-
AXM	1,000,000,000	-	-
KLM	1,000,000,000	-	-
VRD	1,000,000,000	-	-
BAW	92,818,181,818	-	-
FIN	1,000,000,000	-	-
VIR	1,000,000,000	-	-
CRK	1,000,000,000	-	-
NAX	1,000,000,000	-	-
ACA	1,000,000,000	-	-
CSN	1,000,000,000	-	-
AEE	1,000,000,000	-	-
MAS	1,000,000,000	-	-
DAL	92,818,181,818	-	-
KAL	1,000,000,000	-	-
CAL	1,000,000,000	-	-
EZY	1,000,000,000	-	-
SLK	1,000,000,000	-	-
AFL	1,000,000,000	-	-
SAA	1,000,000,000	-	-
CES	1,000,000,000	-	-
GFA	1,000,000,000	-	-
ICE	1,000,000,000	-	-
SVA	1,000,000,000	-	-
PAL	1,000,000,000	-	-
EGF	1,000,000,000	-	-
KQA	1,000,000,000	-	-
DTA	1,000,000,000	-	-
CCA	1,000,000,000	-	-
TSC	1,000,000,000	-	-
ANE	1,000,000,000	-	-
DKH	1,000,000,000	-	-
FJI	1,000,000,000	-	-
LOTP	1,000,000,000	-	-
CAW	1,000,000,000	-	-
AMX	1,000,000,000	-	-
RBA	1,000,000,000	-	-
GCRC	1,000,000,000	-	-
TGW	1,000,000,000	-	-
MNO	1,000,000,000	-	-
RJA	1,000,000,000	-	-
SEJ	1,000,000,000	-	-
WOWN	1,000,000,000	-	-
SW	1,000,000,000	-	-
FS	1,000,000,000	-	-
RT	1,000,000,000	-	-
BW	1,000,000,000	-	-

~~Note~~OTC 8.Markets ~~Discontinued~~Group ~~Operations~~Inc.

~~During~~OTC ~~the~~Pink ~~three~~Basic ~~months~~Disclosure ~~ended~~Guidelines ~~October~~(v3.1 ~~31,~~June ~~2020~~24, ~~the~~2021)Page ~~company~~25 ~~wrote-off its investments into BRRX Management joint venture and eliminated the value~~ of ~~its~~14 ~~California City cannabis license. This write-off resulted in an expense from discontinued operations of $211,839~~

16 Table of Contents

JJ	1,000,000,000	-		-
MC	1,000,000,000	-		-
HH	1,000,000,000	-		-
IC	1,000,000,000	-		-
CH	92,818,181,818	-		-
WY	1,000,000,000	-		-
Total			$	214,487,552
Reserve				210,209,892
Carrying Value			$	4,277,660

Note 98. ~~Stockholders’~~Discontinued ~~Equity~~Operations

~~Common~~During ~~Stock~~the three months ended October 31, 2020, the company wrote-off its investments into BRRX Management joint venture and eliminated the value of its California City cannabis license. This write-off resulted in an expense from discontinued operations of $211,839

AsNote ~~of October 31, 2021, the Company was authorized to issue 2,000,000,000 common shares at a par value of $0~~9.~~0001.~~ AsStockholders’ ~~of July 31, 2021, the Company had issued and outstanding 775,874,596 common shares.~~Equity

OnCommon May 14, 2020, the Company issued 50,000,000 shares of common stock to Overwatch Partners, Inc., as part of payment for services provided as part of the acquisition of First Bitcoin Capital Corp assets and First Bitcoin Capital, LLC.Stock

OnAs ~~May~~of 14January 31, ~~2020~~2022, ~~issued~~the 80Company was authorized to issue 2,000,000,000 common shares ofat ~~common~~a ~~stock~~par asvalue ~~stock-based~~of ~~compensation~~$0.0001. toAs ~~Paul~~of ~~Rosenberg~~January ~~for~~31, ~~services~~2022, ~~provided~~the asCompany ~~the~~had ~~CEO~~issued ofand ~~the~~outstanding ~~Company~~780,374,596. common shares.

~~The~~On May 14, 2020, the Company issued 1050,000,000 shares of common stock to ~~Carl~~Overwatch GPartners, Inc., ~~Hawkins~~as ~~for~~part ~~legal~~of payment for services provided ~~through~~as ~~May~~part ~~14,~~of ~~2020.~~the ~~The~~acquisition ~~Law Offices~~ of ~~Carl~~First GBitcoin ~~Hawkins~~Capital ~~provided~~Corp ~~legal~~assets ~~services~~and toFirst ~~the~~Bitcoin ~~Company~~Capital, LLC.

~~The~~On ~~Company~~May 14, 2020, issued 1080,000,000 shares of common stock toas ~~Law~~stock-based ~~Offices~~compensation ofto ~~Thomas~~Paul GRosenberg ~~Amon~~ for ~~legal~~ services provided ~~through~~as ~~May~~the ~~14,~~CEO ~~2020,~~of ~~for legal services to~~ the Company.

OnThe ~~May~~Company ~~15, 2020, we~~ issued ~~100~~10,000,000 shares of common ~~shares~~stock to ~~First~~Carl ~~Bitcoin~~G. ~~Capital~~Hawkins ~~Corp~~for inlegal anservices ~~asset~~provided ~~purchase~~through May 14, 2020. The Law Offices of Carl G Hawkins provided legal services to the Company.

OnThe ~~July~~Company ~~20, 2020, we~~ issued 1510,000,000 shares of common stock to ~~APO~~Law ~~Holdings,~~Offices ~~LLC~~of asThomas ~~payment~~G Amon for ~~our~~legal ~~outstanding~~services ~~debt~~provided ofthrough ~~$58~~May 14,~~706~~ 2020, for legal services to the Company.

On ~~July~~May 2015, 2020, we 1issued 100,000,000 ~~shares of~~ common ~~stock to Andrus Nomm and 500,000~~ shares ~~of common stock~~ to ~~Levent~~First ~~Can~~Bitcoin ~~Ersoydan~~Capital ~~for~~Corp ~~consulting~~in ~~services~~an ~~provided~~asset ~~through July 20, 2020~~purchase.

On ~~December~~July 2320, 2020, we issued 415,000,000 shares of common stock to ~~four~~APO ~~different~~Holdings, ~~shareholders~~LLC as payment for ~~services~~our ~~provided~~outstanding debt of $58,706.

On ~~May~~July 120, ~~2021~~2020, ~~the~~we ~~Company issued~~ 1,000,000 shares of common stock to ~~Oleksandr~~Andrus ~~Gordieiev~~Nomm and 500,000 ~~the~~shares ~~Compay’s~~of ~~CEO~~common stock to Levent Can Ersoydan for consulting services provided through July 20, 2020.

On ~~August~~December 23, ~~2021~~2020, ~~Mr.~~we ~~Rosenberg~~issued ~~converted 500~~4,000,000 shares of ~~Series~~common ~~B Preferred~~ stock ~~into~~to ~~5,000,000~~four ~~shares~~different ofshareholders ~~common~~for ~~stock~~services provided.

~~During~~On ~~the~~May ~~six months ended October 31~~1, 2021, the Company issued 41,000,000 shares of common stock ~~related~~ to ~~consulting~~Oleksandr Gordieiev, the Company’s CEO for services provided.

On August 23, 2021, Mr. Rosenberg converted 500,000 shares of Series B Preferred ~~Stock~~stock into 5,000,000 shares of common stock.

~~The~~During ~~Company~~the ~~has~~six ~~authorized~~months ~~100,000,000~~ended ~~shares~~October ~~of preferred stock~~31, ~~of which it has designated 100~~2021,~~000,000~~ asthe ~~Series A Preferred, at $0.0001 par value. The~~ Company ~~has~~issued 324,~~850~~000,000 ~~issued~~shares ~~and outstanding as~~ of ~~October~~common ~~31,~~stock ~~2021. Each~~related ~~share of the Preferred Stock has 10 votes on all matters presented~~ to beconsulting ~~voted~~services ~~by the holders of the Company’s common stock~~provided.

OnOTC ~~May~~Markets ~~15,~~Group ~~2020, we issued 30,000,000 Series A Preferred to First Bitcoin Capital Corp in an asset purchase~~Inc.

OnOTC ~~August~~Pink ~~23,~~Basic ~~2021,~~Disclosure MrGuidelines (v3.1 ~~Rosenberg~~June ~~converted 500~~24,~~000~~ ~~shares~~2021)Page of26 ~~Series B Preferred stock into 5,000,000 shares~~ of ~~common stock.~~14

~~Note~~Preferred ~~10. Subsequent Events~~Stock

~~There~~The ~~are~~Company nohas ~~subsequent~~authorized ~~events~~100,000,000 ~~that~~shares ~~would~~of ~~have~~preferred astock, ~~material~~of ~~effect~~which it has designated 100,000,000 as Series A Preferred, at $0.0001 par value. The Company has 32,850,000 issued and outstanding as of October 31, 2021. Each share of the Preferred Stock has 10 votes on all matters presented to be voted by the holders of the Company’s common stock.

17On ~~Table~~May of15, ~~Contents~~2020, we issued 30,000,000 Series A Preferred to First Bitcoin Capital Corp in an asset purchase.

~~Item~~On 2August 23, 2021, Mr. ~~Management’s~~Rosenberg ~~Discussion~~converted ~~and~~500,000 ~~Analysis~~shares of ~~Financial~~Series ~~Condition~~B ~~and~~Preferred ~~Results~~stock into 5,000,000 shares of ~~Operations~~common stock.

~~The~~Note ~~following discussion should be read in conjunction with our condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form~~ 10-Q. ~~and~~Subsequent ~~the consolidated financial statements and related notes thereto in our Annual Report on Form 10-K for the year ended April 30, 2021.~~Events

~~Certain~~There statements in this section contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this report and not clearly historical in nature are ~~forward-looking,~~no ~~and~~subsequent the words “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “potential,” and similar expressions (as well as other words or expressions referencing future events, ~~conditions or circumstances) generally are intended to identify forward-looking statements. Any statements in this report~~ that ~~are~~would ~~not~~have ~~historical~~a ~~facts~~material ~~are~~effect ~~forward-looking~~on ~~statements. Actual results may differ materially from those discussed from time to time in~~ the Company~~’s Securities and Exchange Commission filings~~. ~~The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made except as required by law.~~

~~HISTORY~~OTC ~~AND~~Markets ~~BACKGROUND~~Group Inc.

WeOTC ~~were~~Pink ~~incorporated~~Basic inDisclosure ~~the~~Guidelines ~~State~~(v3.1 ofJune ~~Nevada on December 30~~24, ~~2010,~~2021)Page ~~originally~~27 ~~under the name Lifetech Industries, Inc. All agreements related to the Lifetech business were terminated and closed as~~ of April 30, 2014. Effective August 2, 2013, the name was changed from “Lifetech Industries, Inc.” to “mCig, Inc.” The Company redomiciled to Puerto Rico on April 17, 2020. Effective April 17, 2020, the name was changed from “MCIG, Inc.,” to “BOTS, Inc.” The Company’s common stock is traded under the symbol “BOTS.” The Company is headquartered in San Juan, Puerto Rico.14

GENERAL

Originally, we were formed to open and operate a full-service day spa in Montrose, California. In October 2013 we repositioned ourselves as a technology company focused on two long-term secular trends sweeping the globe: (1) The decriminalization and legalization of marijuana for medicinal or recreational purposes; and (2) the adoption of electronic vaporizing cigarettes (commonly known as “eCigs”).

The Company initially earned revenue through wholesale and retail sales of electronic cigarettes, vaporizers, and accessories in the United States. It offered electronic cigarettes and related products through its online store at www.BOTS.org, as well as through the company’s wholesale, distributor, and retail programs. We expanded operations to include the VitaCig brand in 2014.

From 2015 through 2020 the Company was involved in multiple cannabis business entities. We have elected to discontinue all operations in the cannabis markets and focus on robotics.

We operated multiple websites (which are not incorporated as part of this Form 10Q report). The Company’s primary website is www.BOTS.bz.

18 Table of Contents

INDUSTRY OVERVIEW

Robotics

The global robotics technology market size was valued at $62.75 billion in 2019, and is projected to reach $189.36 billion by 2027, growing at a CAGR of 13.5% from 2020 to 2027. Robotics technology is the intersection of technology, engineering, and science for producing machines called robots, which are used to replicate human actions. The key objective of the robotics technology is to enhance the performance of an organization and to produce better outcome. Robotics technology finds its wide range of applications in various industry verticals, which include healthcare, domestic, agriculture, technology, automotive, and manufacturing.

We believe that in the wake of COVID-19, demand for robotics is expected to increase among several industries such as supply chain, manufacturing, and healthcare, due to growing adoption of robots in place of humans to reduce the impact of the virus and to enhance market share.

Rise in need for automation and safety in organizations and availability of affordable, energy-efficient robots drive the growth of the global robotics market. In addition, increase in labor & energy costs and upsurge in usage of robotics technology in different industry verticals fuel the growth of the market. However, high initial cost of robots and lack of awareness among SMEs hamper the growth of the market. On the contrary, surge in adoption of robotics technology in emerging economies and increase in use in diverse applications are the factors expected to provide lucrative opportunities for the growth of the market.

Earlier, use of robots was limited to the automotive and manufacturing sectors. However, with the availability of customized solutions, industries such as healthcare, defense & security, aerospace, education, food & beverage, domestic, and electronics are adopting robotics technology to enhance their efficiency. In the coming years, robotics technology is expected to be used for different applications, which is expected to augment the growth of the market.

Blockchain and Digital Data

A Blockchain is a decentralized and distributed digital ledger that is used to record transactions across many computers so that the record cannot be altered retroactively without the alteration of all subsequent blocks and the collusion of the network. The blockchain system has been designed to use nodes agreement to order transactions and prevent fraud so that records cannot be altered retroactively. The network orders transaction by putting them together into groups called blocks, each block contains a definite amount of transactions and a link to the previous block. Bitcoin, which is the name of the best-known cryptocurrency, is the one for which blockchain technology was invented. Blockchain is, quite simply, a digital, decentralized ledger that keeps a record of all transactions that take place across a peer-to-peer network.

Bitcoins are not the only type of Digital Assets founded on math-based algorithms and cryptographic security, although it is considered the most prominent as of the date of the filing of this Registration Statement. Over 2,000 other Digital Assets, (commonly referred to as “altcoins”, “tokens”, “protocol tokens”, or “digital assets”), have been developed since the Bitcoin Network’s inception, including Ethereum, Ripple, Litecoin, Dash, and HEX.

Cryptocurrencies

Cryptocurrency is an encrypted decentralized digital currency transferred between peers and confirmed in a public ledger via a process known as mining. As of January 31, 2020, there are over 2,000 digital currencies in existence.

19 Table of Contents

Blockchain Value

Cryptocurrencies are Digital Asset that is not a fiat currency (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization) and is not backed by hard assets or other credit. As a result, the value of cryptocurrencies is determined by the value that various market participants place on them through their transactions.

Exchange Valuation

Due to the peer-to-peer framework of cryptocurrencies, transferors and recipients of cryptocurrencies are able to determine the value of the cryptocurrency transferred by mutual agreement or barter with respect to their transactions. As a result, the most common means of determining the value of a cryptocurrency is by surveying one or more Exchanges where the cryptocurrency is publicly bought, sold and traded.

Uses of Cryptocurrencies

Global trade in cryptocurrencies consists of individual end-user-to-end-user transactions, together with facilitated exchange-based trading. There is currently no reliable data on the total number or demographic composition of users on the global exchanges.

Cryptocurrencies can be used to purchase goods and services, either online or at physical locations, although reliable data is not readily available about the retail and commercial market penetration of the various cryptocurrencies. To date, the rate of consumer adoption and use of cryptocurrencies for paying merchants has trailed the broad expansion of retail and commercial acceptance of cryptocurrency. Other markets, such as credit card companies and certain financial institutions are not accepting such digital assets. It is likely that there will be a strong correlation between the continued expansion of the Cryptocurrency Network and its retail and commercial market penetration.

The Blockchain Network was not designed to ensure the anonymity of users, despite a common misperception to the contrary. All transactions are logged on the Blockchain and any individual or government can trace the flow of cryptocurrencies from one address to another. Off-Blockchain transactions occurring off the Network are not recorded and do not represent actual transactions or the transfer of cryptocurrencies from one digital wallet address to another, though information regarding participants in an Off-Blockchain transaction may be recorded by the parties facilitating such Off-Blockchain transactions. Digital wallet addresses are randomized sequences of 27-34 alphanumeric characters that, standing alone, do not provide sufficient information to identify users; however, various methods may be used to connect an address to a particular user’s identity, including, among other things, simple Internet searching, electronic surveillance and statistical network analysis and data mining. Anonymity is also reduced to the extent that certain Exchanges and other service providers collect users’ personal information, because such Exchanges and service providers may be required to produce users’ information in order to comply with legal requirements. In many cases, a user’s own activity on the Blockchain Network or on Internet forums may reveal information about the user’s identity.

Users may take certain precautions to enhance the likelihood that they and their transactions will remain anonymous. For instance, a user may send its cryptocurrencies to different addresses multiple times to make tracking the cryptocurrencies through the Blockchain more difficult or, more simply, engage a so-called “mixing” or “tumbling” service to switch its cryptocurrencies with those of other users. However, these precautions do not guarantee anonymity and are illegal to the extent that they constitute money laundering or otherwise violate the law.

As with any other asset or medium of exchange, cryptocurrencies can be used to purchase illegal goods or fund illicit activities. The use of cryptocurrencies for illicit purposes, however, is not promoted by the Blockchain Network or the user community as a whole. Furthermore, we do not believe our advertising, marketing, and consulting services has exposure to such uses because the services we provide are curated by our management and team.

20 Table of Contents

DESCRIPTION OF SUBSIDIARIES

First Bitcoin Capital, LLC

On May 14, 2020 we acquired 100% of First Bitcoin Capital, LLC (“FBC”). FBC was incorporated on December 11, 2017 under the laws of the state of Colorado. FBC works in multiple areas of blockchain development and cryptocurrency.

CoinQX Exchange Limited

On May 14, 2020 we acquired 100% of CoinQX Exchange, Limited (“CoinQX”). CoinQX was incorporated on July 4, 2014 in British Columbia, Canada. CoinQX has not yet begun operations.

420Wifi.com,llc

On May 14, 2020, we acquired 100% of 420wifi.com, llc (“420wifi”). 420wifi was organized on January 18, 2019 under the laws of the state of Wyoming. 420wifi has not yet begun operations.

D’BOT Technology Corp

On May 14, 2020, we acquired 100% of D’BOT Technology Corp (“DBOT”). DBOT was incorporated on March 15, 2019, under the laws of the state of Colorado. DBOT has not yet begun operations.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to uncollectible receivables, inventory valuation, deferred compensation and contingencies.

We base our estimates on historical performance and on various other assumptions that we believe to be reasonable under the circumstances. These estimates allow us to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

We believe the following accounting policies are our critical accounting policies because they are important to the portrayal of our financial condition and results of operations and they require critical management judgments and estimates about matters that may be uncertain. If actual results or events differ materially from those contemplated by us in making these estimates, our reported financial condition and results of operations for future periods could be materially affected.

21 Table of Contents

Results of Operations for the Three Months Ended October 31, 2021

Revenue

Our revenue for the three months ended October 31, 2021, and October 31, 2020, was $0.

Cost of Goods Sold

Our cost of goods sold for the three months ended October 31, 2021, and October 31, 2020, was $0.

Gross Profit

Our gross profit for the three months ended October 31, 2021, and October 31, 2020, was $0.

Operating Expenses

Our operating expenses decreased $29,325 to $27,408 for the three months ended October 31, 2021, from $56,733 for the three months ended October 31, 2020.

The decrease was primarily due to the decrease in amortization and depreciation of $47,633, and an increase in selling, general, and administrative expenses of $13,051.

Our operating expenses for the three months ended October 31, 2020, of $27,408 consisted of $15,912 of selling, general and administrative expenses, $7,596 of professional fees, and $3,900 of amortization and depreciation expenses.

Our general and administrative expenses consist of bank charges, telephone expenses, meals and entertainments, computer and internet expenses, postage and delivery, office supplies and other expenses.

Operational Loss

Our operation loss of $27,408 for the three months ended October 31, 2021, from a net loss of $56,733 for the three months ending October 31, 2020, represents a decrease of $29,325. The decrease compared to the prior period net loss is primarily due to the decrease in amortization and depreciation of $47,633, and an increase in selling, general, and administrative expenses of $13,051.

Results of Operations for the Six Months Ended October 31, 2021

Revenue

Our revenue for the six months ended October 31, 2021, and October 31, 2020, was $0.

Cost of Goods Sold

Our cost of goods sold for the six months ended October 31, 2021, and October 31, 2020, was $0.

Gross Profit

Our gross profit for the six months ended October 31, 2021, and October 31, 2020, was $0.

Operating Expenses

Our operating expenses decreased $3,484,803 to $350,649 for the six months ended October 31, 2021, from $3,835,452 for the six months ended October 31, 2020.

The decrease was primarily due to the decrease in stock-based compensation of $3,720,000, and an increase in professional fees of $322,596.

Our total operating expenses for the six months ended October 31, 2020, of $3,835,452 consisted of $7,912 of selling, general and administrative expenses, $3,720,000 in stock-based compensation, $6,260 of professional fees, marketing expense of $1,584, and $99,696 of amortization and depreciation expenses.

Operational Loss

Our operation loss of $350,649 for the six months ended October 31, 2021, from an operational loss of $3,835,452 for the six months ending October 31, 2020, represents a decrease of $3,484,803. The decrease was primarily due to the decrease in stock-based compensation of $3,720,000, and an increase in professional fees of $322,596.

22 Table of Contents

Liquidity and Capital Resources

Introduction

During the six months ended October 31, 2021, we increased cash on hand by $250. Our cash on hand as of October 31, 2021, was $2,185.

Cash Requirements

We had cash available of $2,185 as of October 31, 2021. Based on our revenues, cash on hand and current monthly burn rate, around break-even, we believe that our operations will require additional capital or loans to fund operations through October 2022.

Sources and Uses of Cash

Operations

Cash provided by operating activities was $261,265 for the six months ended October 31, 2021, compared to cash provided of $80,786 for the six months ended October 31, 2020.

For the six months ending October 31, 2021, our cash provided by operating activities consisted primarily of the net loss of $45,989, $315,100 in stock-based compensation, $7,800 in depreciation and amortization of intangible assets, and an increase in other receivables of $10,878, and an increase in accounts receivable of $4,768.

For the six months ending October 31, 2020, our net cash used by operations consisted primarily of the net income of $57,190,389 offset by non-cash expenses of $99,696 in depreciation and amortization of intangible assets, $3,720,000 in stock-based compensation, accrued interest of $39,948, the effects of discontinued operations of $317,530, effects of acquisition of $61,244,071, and $33,690 in impairment.

23 Table of Contents

Investments

For the six months ending October 31, 2021, we used $188,556 in investing activities related to the acquisition of intangible assets. For the six months ending October 31, 2020, there were no gains or losses of cash in our investments.

Financing

For the six months ending October 31, 2021, we used $71,885 in financing activities. Our financing activities consisted of repayment on related party notes of $3,845 and repayment of notes payable of $68,040.

For the six months ending October 31, 2020, we had net cash used in financing activities of $104,241. Our financing activities consisted of a decrease of $64,241 for net payments made to a related party, and $40,000 in payments on our notes payable.

Off-Balance Sheet Arrangements

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

Going Concern

Our financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is relatively new and has a short history and relatively few sales, no certainty of continuation can be stated. The accompanying financial statements for the three and six months ended October 31, 2021, have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has suffered losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company and therefore, we are not required to provide information required by this Item of Form 10-Q.

24 Table of Contents

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) 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 SEC rules and forms. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

We carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2021. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report because we did not document our Sarbanes-Oxley Act Section 404 internal controls and procedures.

As funds become available to us, we expect to implement additional measures to improve disclosure controls and procedures such as implementing and documenting our internal controls procedures.

Changes in internal controls over financial reporting

There have been no changes in our internal control over financial reporting during the quarter ended October 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The Company’s management, including its Principal Executive Officer and its Principal Financial Officer, do not expect that the Company’s disclosure controls will prevent or detect all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

25 Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

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

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

26 Table of Contents

On May 14, 2020, the Company issued 50,000,000 shares of common stock to Overwatch Partners, Inc., as part of payment for services provided as part of the acquisition of First Bitcoin Capital Corp assets and First Bitcoin Capital, LLC.

On May 14, 2020, the Company issued 80,000,000 shares of common stock as stock-based compensation to Paul Rosenberg for services provided as the CEO of the Company.

The Company issued 10,000,000 shares of common stock to Carl G. Hawkins for legal services provided through May 14, 2020. The Law Offices of Carl G Hawkins provided legal services to the Company.

The Company issued 10,000,000 shares of common stock to Law Offices of Thomas G Amon for legal services provided through May 14, 2020, for legal services to the Company.

On May 15, 2020, the Company issued 100,000,000 common shares and 30,000,000 Series A Preferred to First Bitcoin Capital Corp in an asset purchase.

On July 20, 2020, the Company issued 15,000,000 shares of common stock to APO Holdings, LLC as payment for our outstanding debt of $58,706.

On July 20, 2020, the Company issued 1,000,000 shares of common stock to Andrus Nomm and 500,000 shares of common stock to Levent Can Ersoydan for consulting services provided through July 20, 2020.

On December 23, 2020, the Company issued 4,000,000 shares of common stock to one person and three companies for services rendered.

On May 1, 2021, the Company issued 1,000,000 shares of common stock valued at $94,700 to Oleksandr Gordieiev, the Company’s CEO.

On May 5, 2021, the Company issued 1,000,000 shares of common stock valued at $107,000 for consulting services.

On June 23, 2021, the Company issued 2,000,000 shares of common stock valued at $113,400 for consulting services.

Item 3. Defaults Upon Senior Securities

There have been no events that are required to be reported under this Item.

Item 4. Mine Safety Disclosures

There have been no events that are required to be reported under this Item.

Item 5. Other Information

There have been no events that are required to be reported under this Item.

27 Table of Contents

Item 6. Exhibits

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

28 Table of Contents

SIGNATURES

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

	BOTS, Inc.
Dated: December 15, 2021		/s/ Oleksandr Gordieiev
	By:	Oleksandr Gordieiev
	Its:	Chief Executive Officer (Principal Executive Officer)

Dated: December 15, 2021		/s/ Oleksandr Gordieiev
	By:	Oleksandr Gordieiev
	Its:	Chief Financial Officer (Principal Financial Officer)

Filing Compare · BOTS, Inc./PR