UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~January 31, ~~2016~~2017

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 000-52393

BIOSHAFT WATER TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

98-0494003

(State or other jurisdiction of

incorporation or organization)

(IRS Employer Identification No.)


222 West 6th Street, #400 San Pedro, CA	90731
(Address of principal executive offices)	(Zip Code)

(310) 707-2553

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, 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. [X] 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). [X] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 reporting company [X]~~ (Do not check if a smaller reporting company) [ ] Smaller reporting company [X]

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 117,611,170 common shares issued and outstanding as of ~~December~~March 1922, ~~2016~~2017.

BIOSHAFT WATER TECHNOLOGY, INC.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 3 Item 1. Financial Statements. 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 9 Item 4. Controls and Procedures. 9 PART II - OTHER INFORMATION 10 Item 1. Legal Proceedings. 10 Item 1A. Risk Factors 10 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 10 Item 3. Defaults Upon Senior Securities. 10 Item 4. Mine Safety Disclosures. 10 Item 5. Other Information. 10 Item 6. Exhibits. 10 SIGNATURES 13

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim financial statements for the three and ~~six~~nine month periods ended ~~October~~January 31, ~~2016~~2017 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Condensed Financial Statements of Bioshaft Water Technology, Inc.
	Condensed Balance Sheets as of October 31, 2016 and April 30, 2016 (unaudited)	F-1
	Condensed Balance Sheets as of January 31, 2017 and April 30, 2016 (unaudited)	F-1
	Condensed Statements of Operations for the Three and Six Months Ended October 31, 2016 and 2015 (unaudited)	F-2
	Condensed Statements of Operations for the Three and Nine Months Ended January 31, 2017 and 2016 (unaudited)	F-2
	Condensed Statements of Cash Flows for the Six Months Ended October 31, 2016 and 2015 (unaudited)	F-3
	Condensed Statements of Cash Flows for the Nine Months Ended January 31, 2017 and 2016 (unaudited)	F-3
	Notes to the Condensed Financial Statements (unaudited)	F-4

BIOSHAFT WATER TECHNOLOGY, INC.

CONDENSED BALANCE SHEETS

(unaudited)

		October 31,		April 30,
		January 31,		April 30,
		2016		2016
		2017		2016
ASSETS
Current Assets
	Cash	$	~~974~~1,754	$	22,409
	Other current assets		~~941~~199		985
	Deferred costs of goods sold		1,~~240~~036,~~575~~925		665,832
Total Current Assets			1,~~242~~038,~~490~~878		689,226
Deposits			1,000		1,000
TOTAL ASSETS		$	1,~~243~~039,~~490~~878	$	690,226
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
	Accounts payable and accrued expenses	$	~~725~~660,~~912~~487	$	593,573
	Accounts payable and accrued expenses - related party		1,~~321~~339,~~050~~219		1,152,119
	Deferred revenue		354,686		354,686
	Deferred revenue - related party		~~968~~887,~~781~~978		436,880
	Accrued interest		~~244~~292,~~662~~844		159,051
	Note payable		1,267,390		1,267,390
	Related party notes payable		59,~~321~~710		66,450
TOTAL LIABILITIES			4,~~941~~862,~~802~~314		4,030,149
	Commitments and contingencies
STOCKHOLDERS' DEFICIT
	Preferred stock, $0.001 par value; 25,000,000 shares authorized, none issued and outstanding		-		-
	Common stock, $0.001 par value; 300,000,000 shares authorized, 117,611,170 and 117,611,170 issued and outstanding, respectively		117,611		117,611
	Additional paid-in capital		20,285,598		20,285,598
	Accumulated deficit		(24,~~101~~225,~~521~~645)		(23,743,132)
TOTAL STOCKHOLDERS' DEFICIT			(3,~~698~~822,~~312~~436)		(3,339,923)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	1,~~243~~039,~~490~~878	$	690,226

See accompanying notes to financial statements

F-1

BIOSHAFT WATER TECHNOLOGY, INC.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

		For the Three Months Ended		For the Three Months Ended		For the ~~Six~~Nine Months Ended		For the ~~Six~~Nine Months Ended
		October 31, 2016		October 31, 2015		October 31, 2016		October 31, 2015
		January 31, 2017		January 31, 2016		January 31, 2017		January 31, 2016
REVENUES
	Net revenue from projects	$	~~7,000~~-	$	~~633,652~~-	$	7,000	$	647,416
TOTAL REVENUES			7,000		633,652		7,000		647,416
	Net revenue from projects - related party		336,490		-		336,490		-
COST OF REVENUES			-		494,583		-		494,583
TOTAL REVENUES			336,490		-		343,490		647,416
GROSS PROFIT			7,000		139,069		7,000		152,833
COST OF REVENUES			283,034		170		283,034		494,753
GROSS PROFIT			53,456		(170)		60,456		152,663
OPERATING EXPENSES
	Selling, general, and administrative		3225,~~173~~750		3829,~~475~~053		78104,~~353~~103		90119,~~172~~225
	Advertising, marketing, and promotions		~~540~~252		~~300~~1,176		3,~~242~~494		~~518~~1,694
	Consulting fees		98102,~~400~~011		120,900		~~196~~298,~~800~~811		~~229~~350,~~300~~200
TOTAL OPERATING EXPENSES			~~131~~128,~~113~~013		~~159~~151,~~675~~129		~~278~~406,~~395~~408		~~319~~471,~~990~~119
LOSS FROM OPERATIONS			(~~124~~74,~~113~~557)		(20151,~~606~~299)		(~~271~~345,~~395~~952)		(~~167~~318,~~157~~456)
OTHER INCOME (EXPENSE)
	Interest income (expense), net		(6049,~~444~~567)		(2625,~~041~~310)		(86136,~~994~~561)		(5378,~~348~~658)
TOTAL OTHER INCOME (EXPENSE)			(6049,~~444~~567)		(2625,~~041~~310)		(86136,~~994~~561)		(5378,~~348~~658)
LOSS BEFORE PROVISION FOR INCOME TAXES			(~~184~~124,~~557~~124)		(46176,~~647~~609)		(~~358~~482,~~389~~513)		(~~220~~397,~~505~~114)
PROVISION FOR INCOME TAXES			-		-		-		-
NET LOSS		$	(~~184~~124,~~557~~124)	$	(46176,~~647~~609)	$	(~~358~~482,~~389~~513)	$	(~~220~~397,~~505~~114)
NET LOSS PER SHARE: BASIC AND DILUTED		$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED			117,611,170		117,611,170		117,611,170		117,611,170
BASIC AND DILUTED			117,611,170		117,611,170		117,611,170		117,611,170

See accompanying notes to financial statements

F-2

BIOSHAFT WATER TECHNOLOGY, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

	For the Six Months Ended		For the Six Months Ended
	For the Nine Months Ended		For the Nine Months Ended
	October 31, 2016		October 31, 2015
	January 31, 2017		January 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~358~~482,~~389~~513)	$	(~~220~~397,~~505~~114)
Adjustments to reconcile net loss to net cash used for operating activities:
Bad debt expense		-		11,600
Changes in operating assets and liabilities:
Accounts receivable		-		(13,856)
Deferred costs of goods sold		(~~574~~371,~~743~~093)		~~478~~416,~~814~~852
Prepaids and other assets		44786		82
Accounts payable and accrued expenses		~~301~~254,~~270~~014		61149,~~299~~734
Accrued interest		85133,~~611~~793		4670,~~388~~727
Deferred revenues		~~531~~451,~~901~~098		(~~466~~389,~~091~~591)
Net cash used in operating activities		(1413,~~306~~915)		(~~102~~151,~~269~~566)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		-		~~100~~120,000
Proceeds from related party notes payable		1344,~~458~~949		311,000
Repayments on related party notes payable		(2051,~~587~~689)		-
Net cash provided by (used in) financing activities		(76,~~129~~740)		~~103~~131,000
Change in cash during the year		(2120,~~435~~655)		~~731~~(20,566)
Cash at beginning of year		22,409		20,975
Cash at end of year	$	~~974~~1,754	$	~~21,706~~409
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	$	4,204	$	6,960
Cash paid for income taxes	$	822	$	-

See accompanying notes to financial statements

F-3

BIOSHAFT WATER TECHNOLOGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 - GENERAL ORGANIZATION AND BUSINESS

Bioshaft Water Technology, Inc. (the “Company”) was originally incorporated under the laws of the state of Nevada on March 8, 2006. The Company owns worldwide patented technology and is in the business of designing, manufacturing and installing wastewater (sewage) treatment plants using its technology.

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. The Company has used cash flows from operations and incurred net losses of approximately $24 million since inception. The Company currently has limited liquidity, and does not yet have sufficient revenues to cover operating costs over an extended period of time. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors cause significant doubt regarding the Company to continue as a going concern.

Management anticipates that the Company will be dependent, for the foreseeable future, on additional investment capital through notes payable or sales of common stock to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Basis of Presentation

The accounting policies of the Company are in accordance with the accounting principles generally accepted in the United States of America and are presented in United States dollars (“USD”). Outlined below are those policies considered particularly significant. The accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of ~~October~~January 31, ~~2016~~2017, and the results of its operations and cash flows for the three and ~~six~~nine months ended ~~October~~January 31, ~~2016~~2017. Certain information and footnote disclosures normally included in the financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission. The Company believes that the disclosures in the unaudited financial statements are adequate to make the information presented not misleading. The operating results of the Company on a quarterly basis may not be indicative of operation results for the full year. For further information, refer to the financial statements and notes included in the Company's Form 10-K for the year ended April 30, 2016.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

F-4

BIOSHAFT WATER TECHNOLOGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

Fair Value of Financial Instruments

The Company follows accounting guidance issued by the Financial Accounting Standards Board (“FASB”) on “Fair Value Measurements” for assets and liabilities measured at fair value on a recurring basis. The FASB defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, the FASB requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

Level 1:

Observable inputs such as quoted market prices in active markets for identical assets or liabilities.

Level 2:

Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3:

Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company discloses the estimated fair value for all financial instruments for which it is practicable to estimate fair value. As of ~~October~~January 31, ~~2016~~2017 and April 30, 2016, the fair value of short-term financial instruments including cash, prepaid expenses, accounts receivable, accounts payable and accrued expenses, costs in excess of billings on uncompleted projects, billings in excess of costs and estimated earnings on uncompleted projects, and accrued interest approximates book value due to their short-term maturity. The fair value of property and equipment is estimated to approximate its net book value. The fair value of debt obligations, other than convertible loans payable approximates their face values due to their short-term maturities and/or the variable rates of interest associated with the underlying obligation.

Basic Income (Loss) per Common Share

Basic income (loss) per share is calculated by dividing the Company’s net income (loss) applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Under the treasury stock method, the exercise price of an award, if any, the amount of compensation cost, if any, for future service that the Company has not yet recognized, and the estimated tax benefits that would be recorded in paid-in capital, if any, when an award is settled are assumed to be used to repurchase shares in the current period.

During the three and ~~six~~nine months ended ~~October~~January 31, ~~2016~~2017, the Company excluded 1,000,000 common stock equivalents related to options outstanding and 30,000,000 common stock equivalents related to warrants outstanding as their effects would have been anti-dilutive.

During the three and ~~six~~nine months ended ~~October~~January 31, ~~2015~~2016, the Company excluded 2,100,000 common stock equivalents related to options outstanding and 30,000,000 common stock equivalents related to warrants outstanding as their effects would have been anti-dilutive.

Revenue Recognition

For contracts in which the Company can reasonably estimate the costs, the percent complete and are responsible for the overall project administration, the Company recognizes revenues based on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract. That method is used because management considers total cost to be the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term.

F-5

BIOSHAFT WATER TECHNOLOGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

For contracts in which the Company cannot reasonably estimate the costs and the percent complete, the Company recognizes revenues using the completed contract method. Typically, these contracts are isolated to international contracts whereby the Company is providing equipment and limited installation. Under the completed contract basis, contract costs are recorded to a deferred asset account and billings and/or cash received are recorded to a deferred revenue liability account during the periods of construction. All revenues, costs, and profits are recognized in operations upon completion of the contract. A contract is considered completed when all costs except insignificant items have been incurred and the equipment is accepted by the end user.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. No profit is recognized on change orders until they have been approved by the customer.

The asset, deferred costs of goods sold, represents costs incurred on current projects which have not been allocated to the particular project or the contract has not been completed and typically relate to deposits paid or incurred to third party vendors in which the services and or equipment has not been provided. As of ~~October~~January 31, ~~2016~~2017 and April 30, 2016, the Company capitalized costs of $1,~~240~~036,~~575~~925 and $665,832 related to contracts in which expenditures had been made but the equipment had not been delivered or accepted by the end customer, respectively. As of ~~October~~January 31, ~~2016~~2017 and April 30, 2016, $0 and $0 was included within deferred revenues in which related to contracts being accounted for under the percent completion method, respectively.

New Accounting Pronouncements

In May 2014, and later amended in August 2015, the FASB issued new Accounting Standards Update (“ASU”) regarding revenue recognition under GAAP. This new guidance will supersede nearly all existing revenue recognition guidance and, and is effective for public entities for annual and interim periods beginning after December 31, 2017. Early adoption is permitted for reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of this new guidance on the Company’s financial statements.

In August 2014, the FASB issued ASU” No. 2014-15, “Presentation of Financial Statements Going Concern”, which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter. The guidance is not expected to have a material impact on the Company’s financial statements.

In April 2015, FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of debt issuance costs will continue to be reported as interest expense. ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The guidance did not have a material impact on the Company’s financial statements.

FIn November 2015, the FASB issued ASU 2015-617, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The amendments in this update simplify the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. These amendments may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The guidance is not expected to have a material impact on the Company’s financial statements.

~~BIOSHAFT WATER TECHNOLOGY, INC.~~F-6

~~NOTES~~BIOSHAFT TOWATER ~~CONDENSED~~TECHNOLOGY, ~~FINANCIAL STATEMENTS~~INC.

~~(unaudited)~~NOTES TO CONDENSED FINANCIAL STATEMENTS

~~In November 2015, the FASB issued ASU 2015-17, Income Taxes~~ (~~Topic 740~~unaudited): Balance Sheet Classification of Deferred Taxes. The amendments in this update simplify the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. These amendments may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The guidance is not expected to have a material impact on the Company’s financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this standard are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for a public entity. Early adoption of the amendments in this standard is permitted for all entities and the Company must recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently in the process of evaluating the effect this guidance will have on its financial statements and related disclosures.

NOTE 3 - LOANS PAYABLE

$1,047,390 Note Payable

On August 21, 2014, the Company was notified that the $60,000 advance, $500,000 convertible note payable and $25,000 secured note payable and accrued interest of $487,799 on such was sold by the holder to a related entity of the holder. On August 21, 2014, the Company entered into a note agreement for $1,047,390. Under the terms of the agreement, the note incurs interest at 7.5% per annum, the holder received 5,000,000 bonus shares of common stock and is due October 7, 2015. In addition, if the Company does not raise $5.0 million in equity capital by October 7, 2015, which was not the case, the holder will receive 30,000,000 warrants to purchase shares of the Company's common stock at $0.025 per share. In connection with the new agreement, the $500,000 convertible note and accrued interest on such is no longer convertible into common stock and warrants to purchase 10,000,000 shares of common stock held by the current holder, which were received in connection with a previous transaction, were cancelled. The Company accounted for the transaction as an extinguishment due to the significant change in the future expected cash flows, which was in excess of 10%, due to the change in interest rate, removal of the conversion feature, cancelation of warrants and issuance of 5,000,000 shares of common stock. The total loss recorded in connection with this extinguishment was $474,142. In determining the loss on extinguishment, the Company determined the fair market value of the beneficial conversion feature, warrants and shares of common stock on August 21, 2014. Although, the issuance of the 30,000,000 million warrants was contingent upon a future event, the value was taken into consideration in the loss calculation as the holder didn't have a performance commitment to receive such shares and the Company viewed the raising of capital as a market condition to receiving such. This note as well as the others held by the holder were combined into a single note as disclosed below.

$100,000 Note Payable

On December 24, 2014, the Company secured a $100,000 note payable, accruing interest at 7.5% per annum being due December 24, 2015. The proceeds were used for operating purposes. The loan payable is with the same party as the $1,047,390 note payable disclosed above. This note as well as the others held by the holder were combined into a single note as disclosed below.

$50,000 Note Payable

On June 9, 2015, the Company secured a $50,000 note payable, accruing interest at 7.5% per annum being due June 9, 2016. The proceeds were used for operating purposes. The loan payable is with the same party as the $1,047,390 note payable disclosed above. This note as well as the others held by the holder were combined into a single note as disclosed below.

~~F-7~~$25,000 Notes Payables

~~BIOSHAFT~~On ~~WATER~~September ~~TECHNOLOGY~~22, ~~INC~~2015 and October 28, 2015, the Company secured two $25,000 notes payable with the same party as discussed above, accruing interest at 7.5% per annum being due September 22, 2016 and October 28, 2015, respectively. The $50,000 in total proceeds were used for operating purposes. This note as well as the others held by the holder were combined into a single note as disclosed below.

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~F-7

~~(unaudited)~~BIOSHAFT WATER TECHNOLOGY, INC.

~~$25,000~~NOTES ~~Notes~~TO ~~Payables~~CONDENSED FINANCIAL STATEMENTS

On September 22, 2015 and October 28, 2015, the Company secured two $25,000 notes payable with the same party as discussed above, accruing interest at 7.5% per annum being due September 22, 2016 and October 28, 2015, respectively. The $50,000 in total proceeds were used for operating purposes.(unaudited)

$20,000 Notes Payable

On December 16, 2015, the Company secured a $20,000 notes payable with the same party as discussed above, accruing interest at 7.5% per annum being due December 16, 2016. The proceeds were used for operating purposes. This note as well as the others held by the holder were combined into a single note as disclosed below.

~~Accrued~~Combination ~~Interest~~of on Notes Payable

AsIn January 2016, the holder of ~~October~~the ~~31,~~notes ~~2016~~disclosed ~~and~~above ~~April~~consolidated ~~30,~~all ~~2016~~the notes into one single note with a principal balance of $1,267,390. ~~accrued~~The note incurs interest at 7.5% per annum and is due on demand. The terms of the combined note ~~payable~~weren't ~~above~~different ~~were~~than ~~approximately~~the ~~$244,662~~stand alone notes and ~~$159,051,~~thus ~~respectively~~no additional accounting was required.

~~NOTE~~Accrued 4Interest -on ~~RELATED~~Notes ~~PARTY TRANSACTIONS~~Payable

~~Consulting~~As ~~Contracts~~of January 31, 2017 and April 30, 2016, accrued interest on the note payable above was approximately $292,844 and $159,051, respectively.

AsNOTE of4 October 31, 2016, the Company has consulting contracts with three related parties for total annual compensation of $393,600. Total amounts due to these related parties, including reimbursable expenses, as of October 31, 2016 and April 30, 2016 were $943,082 and $774,153, respectively. The amounts are included in accounts payable and accrued expenses - ~~related~~RELATED ~~parties~~PARTY ~~on the accompanying balance sheets.~~TRANSACTIONS

AsConsulting of October 31, 2016 and April 30, 2016, a former officer and current shareholder of the Company is due $206,000 for prior consulting services performed which is included in accounts payable and accrued expenses - related parties on the accompanying balance sheets. There were no payments made on this obligation during the three and six months ended October 31, 2016.Contracts

As of ~~October~~January 31, ~~2016~~2017, ~~and~~the ~~April~~Company ~~30,~~has ~~2016,~~consulting ~~another~~contracts ~~consultant,~~with ~~shareholder~~three ~~and~~related ~~officer~~parties for total annual compensation of ~~the~~$393,600. ~~Company~~Total isamounts due ato ~~net~~these ~~$171~~related parties,~~968~~ ~~which~~including isreimbursable ~~included~~expenses, ~~within~~as ~~accounts~~of ~~payable~~January ~~and~~31, ~~accrued~~2017 ~~expenses~~and -April ~~related~~30, ~~parties~~2016 onwere ~~the~~$961,251 ~~accompanying~~and ~~balance~~$774,153, ~~sheets~~respectively. ~~There~~The ~~were~~amounts noare ~~payments~~included ~~made~~in onaccounts ~~this~~payable ~~obligation~~and ~~during~~accrued ~~the~~expenses ~~three~~- ~~and~~related ~~six~~parties ~~months~~on ~~ended~~the ~~October~~accompanying ~~31,~~balance ~~2016~~sheets.

~~Revenues~~As of January 31, 2017 and April 30, 2016, a former officer and current shareholder of the Company is due $206,000 for prior consulting services performed which is included in accounts payable and accrued expenses - related parties on the accompanying balance sheets. There were no payments made on this obligation during the three and nine months ended January 31, 2017.

From time to time, the Company enters into contracts with an entity controlled by a board member to provide waste water plants. These contracts are typically for waste water plants located in the middle east in which the board member's company has operations. Under these contracts, the Company supplies completed waste water treatment units and the customer performs the installation. As of ~~October~~January 31, ~~2016~~2017 and April 30, 2016, ~~the~~another ~~Company has recorded within deferred revenues - related party of $968~~consultant,~~781~~ shareholder and ~~$436,880,~~officer ~~respectively. These amounts represent amounts in which have been received from the related party but the revenue has not been recognized as the equipment has not been delivered or accepted. As~~ of ~~October 31, 2016 and April 30, 2016,~~ the Company ~~had~~is $0due ~~and~~a net $0171,968 ~~respectively,~~which ~~due~~is ~~from~~included ~~the~~within ~~related party recorded in~~ accounts ~~receivable.~~payable ~~The Company typically records revenues~~ and accrued expenses in- ~~connection~~related ~~with~~parties ~~these~~on ~~contracts using~~ the ~~completed~~accompanying ~~contract~~balance ~~method as their services primarily relate to the sale of equipment to the related party~~sheets. ~~The~~There ~~related~~were ~~party~~no ispayments ~~typically~~made ~~responsible~~on ~~for~~this ~~the~~obligation ~~installation~~during ~~and management of~~ the ~~project.~~three ~~The Company recognizes revenues~~ and ~~costs~~nine ~~when~~months ~~acceptance~~ended ofJanuary ~~the~~31, ~~waste water plants are received~~2017.

~~F-8~~Revenues

~~BIOSHAFT~~From ~~WATER~~time ~~TECHNOLOGY~~to time, ~~INC~~the Company enters into contracts with an entity controlled by a board member to provide waste water plants. These contracts are typically for waste water plants located in the middle east in which the board member's company has operations. Under these contracts, the Company supplies completed waste water treatment units and the customer performs the installation. As of January 31, 2017 and April 30, 2016, the Company has recorded within deferred revenues - related party of $887,978 and $436,880, respectively. These amounts represent amounts in which have been received from the related party but the revenue has not been recognized as the equipment has not been delivered or accepted. As of January 31, 2017 and April 30, 2016, the Company had $0 and $0, respectively, due from the related party recorded in accounts receivable. The Company typically records revenues and expenses in connection with these contracts using the completed contract method as their services primarily relate to the sale of equipment to the related party. The related party is typically responsible for the installation and management of the project. The Company recognizes revenues and costs when acceptance of the waste water plants are received.

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~F-8

~~(unaudited)~~BIOSHAFT WATER TECHNOLOGY, INC.

~~Loans~~NOTES ~~Payable~~TO CONDENSED FINANCIAL STATEMENTS

In July 2014, the Company entered into a promissory note for $65,000 with an entity controlled by a significant shareholder and a member of the board of directors. The promissory note incurs interest at 15% per annum, compounding monthly, with principal and interest due July 25, 2015. Subsequent to this agreement and at various times, additional monies have been provided to the Company, bringing the total due to the related party as of October 31, 2016 and April 30, 2016 to $59,321 and $66,450, respectively. The proceeds were used to fund operations. The promissory note is technically in default although no demands for repayment have been made.(unaudited)

~~NOTE~~Loans ~~5 - COMMITMENTS AND CONTINGENCIES~~Payable

~~Contingency~~In July 2014, the Company entered into a promissory note for $65,000 with an entity controlled by a significant shareholder and a member of the board of directors. The promissory note incurs interest at 15% per annum, compounding monthly, with principal and interest due July 25, 2015. Subsequent to this agreement and at various times, additional monies have been provided to the Company, bringing the total due to the related party as of January 31, 2017 and April 30, 2016 to $59,710 and $66,450, respectively. The proceeds were used to fund operations. The promissory note is technically in default although no demands for repayment have been made.

OnNOTE ~~January~~5 30, 2015, Citadel Services, Inc. (“Citadel”) filed a law suit in the Supreme Court of the State of New York, County of Chautauqua, naming the Company and one of its customers as defendants. In the complaint filed by Citadel, they claimed that the Company has breached the sub-~~contract~~ ~~between~~COMMITMENTS ~~them~~AND by failing to pay $57,580 for materials and labor already furnished in connection with one of the Company’s projects. Citadel filed a mechanics lien on the project property for the same amount. In the complaint, Citadel requests judgement that Citadel is entitled to the outstanding amount and that the Company has breached the sub-contracts between them. Citadel is also asking for costs and disbursements from the Company. As of October 31, 2016 and April 30, 2016, the Company has $57,580 included within accounts payable and accrued liabilities on the accompanying balance sheet.CONTINGENCIES

~~NOTE 6 - SUBSEQUENT EVENTS~~Contingency

On January 30, 2015, Citadel Services, Inc. (“Citadel”) filed a law suit in the Supreme Court of the State of New York, County of Chautauqua, naming the Company and one of its customers as defendants. In ~~accordance~~the ~~with~~complaint ~~ASC~~filed ~~Topic~~by ~~855-10~~Citadel, they claimed that the Company has ~~analyzed~~breached ~~its~~the ~~operations~~sub-contract ~~subsequent~~between them by failing to ~~October~~pay 31$57,580 ~~2016~~for tomaterials and labor already furnished in connection with one of the ~~date~~Company’s ~~these~~projects. ~~financial~~Citadel ~~statements~~filed ~~were~~a ~~issued~~mechanics lien on the project property for the same amount. In the complaint, Citadel requests judgment that Citadel is entitled to the outstanding amount and that the Company has ~~determined~~breached ~~that~~the itsub-contracts ~~does~~between ~~not~~them. ~~have~~Citadel ~~any~~is ~~material~~also ~~subsequent~~asking ~~events~~for tocosts ~~disclose~~and indisbursements ~~these~~from ~~financial~~the ~~statements~~Company. As of January 31, 2017 and April 30, 2016, the Company has $56,562 included within accounts payable and accrued liabilities on the accompanying balance sheet.

FNOTE 6 -9 SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to January 31, 2017 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

F-9

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

Forward Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

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

As used in this quarterly report, the terms "Bioshaft", "we", "us", "our" and "our company" mean Bioshaft Water Technology, Inc., a Nevada corporation, unless otherwise indicated.

Corporate History

We were incorporated on March 8, 2006, under the laws of the State of Nevada as “Pointstar Entertainment Corp.”. Effective September 28, 2007, we completed a merger with our subsidiary, “Bioshaft Water Technology, Inc.”, also a Nevada corporation. As a result, we changed our name from “Pointstar Entertainment Corp.” to “Bioshaft Water Technology, Inc.”. Our stock symbol is “BSHF”.

Our principal executive offices are located at 222 West 6th Street, #400, San Pedro, CA 90731 and our telephone number is (310) 707-2553.

We do not have any subsidiaries.

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

Our Current Business

We are currently engaged in treating both industrial waste-water, primarily from the food and beverage sector and domestic waste-water where containerized/modular plants can be deployed on a permanent or temporary basis along with our technology’s ability to provide expansion (upgrade/retrofit) to existing domestic activated sludge wastewater plants worldwide.

Results of Operations

Three Months Summary

	Three Months Ended October 31,
	Three Months Ended January 31,
	2016		2015
	2017		2016
Total revenue	$	7336,~~000~~490	$	~~633,652~~-
Cost of revenues		-283,034		~~494,583~~170
Total operating expenses		~~131~~128,~~113~~013		~~159~~151,~~675~~129
Total other (income) expense		6049,~~444~~567		2625,~~041~~310
Net loss	$	(~~184~~124,~~557~~124)	$	(46176,~~647~~609)

~~Six~~Nine Months Summary

	Six Months Ended October 31,
	Nine Months Ended January 31,
	2016		2015
	2017		2016
Total revenue	$	7343,~~000~~490	$	647,416
Cost of revenues		-283,034		494,~~583~~753
Total operating expenses		~~278~~406,~~395~~408		~~319~~471,~~990~~119
Total other (income) expense		86136,~~994~~561		5378,~~348~~658
Net loss	$	(~~358~~482,~~389~~513)	$	(~~220~~397,~~505~~114)

Revenues and Cost of Revenues

During the three months ended we earned revenues of $7336,~~000~~490, aan ~~decrease~~increase of $~~626~~336,~~652~~490, compared to the prior year's comparable period. The Company recognizes revenues based upon the completed contract method. During the three months ended ~~October~~January 31, ~~2016~~2017, notwo projects were completed ~~and~~to ~~thus~~which ~~very~~the ~~little~~ revenues were recognized. ~~The~~During ~~only~~the ~~revenues~~three ~~from~~months ~~the~~ended ~~period~~January ~~result~~31, ~~from~~2016, ano ~~consulting~~projects ~~services~~were completed and thus no revenues were recognized.

During the ~~six~~nine months ended we earned revenues of $7343,~~000~~490, a decrease of $~~640~~303,~~416~~926, compared to the prior year's comparable period. The Company recognizes revenues based upon the completed contract method. During the ~~three~~nine months ended ~~October~~January 31, ~~2016~~2017, notwo projects were completed and thus ~~very~~the ~~little~~ revenues were recognized. ~~The only revenues from the period result from a consulting contract.~~

~~During~~As ~~the~~of ~~current~~January ~~fiscal~~31, ~~year~~2017, our Company has ~~seven~~five projects which are being accounted for under the completed contract method as all are based upon the delivery of equipment and limited installation services. During Q3, our Company recorded revenues related to two projects which provided four pieces of equipment. As of ~~October~~January 31, ~~2016~~2017, our Company has deferred revenues of $1,~~323~~242,~~467~~664 and deferred costs of $1,~~240~~036,~~575~~925 in connection with the ~~seven~~five projects. Our Company expects to record the revenues and costs related to these projects in Q3Q4 of fiscal 2017 or Q4Q1 of fiscal ~~2017~~2018. The Company's revenues will continue to be inconsistent until a pipeline of such contracts is established.

Expenses

	Three Months Ended October 31,
	Three Months Ended January 31,
	2016		2015
	2017		2016
Selling, general and administrative	$	3225,~~173~~750	$	3829,~~475~~053
Advertising, marketing and promotions		~~540~~252		~~300~~1,176
Consulting fees		98102,~~400~~011		120,900
Depreciation		-		-
Total operating expenses	$	128,013	$	151,129

Total operating expenses

131,113

159,675

	Six Months Ended October 31,
	Nine Months Ended January 31,
	2016		2015
	2017		2016
Selling, general and administrative	$	78104,~~353~~103	$	90119,~~172~~225
Advertising, marketing and promotions		3,~~242~~494		~~518~~1,694
Consulting fees		~~196~~298,~~800~~811		~~229~~350,~~300~~200
Depreciation		-
Total operating expenses	$	406,408	$	471,119
Total operating expenses	$	278,395	$	319,990

Total operating expenses during the three and ~~six~~nine months ended ~~October~~January 31, ~~2016~~2017 decreased as compared to the comparative period in ~~2015~~2016 primarily due to decreases in selling, general and administrative expenses, consulting fees and depreciation. The decrease in operating loss during the three and ~~six~~nine months ended ~~October~~January 31, ~~2016~~2017 was primarily due to the Company's emphasis on reducing general and administrative costs and consulting fees. The comparable prior period includes salary paid to one additional consultant for which services were discontinued in the middle of fiscal 2016.

Liquidity and Financial Condition

Working Capital

As of ~~October~~January 31, ~~2016~~2017, our total current assets were $1,~~243~~038,~~490~~878 and our total current liabilities were $4,~~941~~862,~~802~~314 and we had a working capital deficit of $3,~~699~~823,~~312~~436.

Cash Flows

	Six Months Ended October 31,
	Nine Months Ended January 31,
	2016		2015
	2017		2016
Net cash flows used in operating activities	$	(1413,~~306~~915)	$	(~~102~~151,~~269~~566)
Net cash flows provided by (used in) investing activities		-		-
Net cash flows provided by (used) financing activities		(76,~~129~~740)		~~103~~131,000
Net decrease in cash during period	$	(2120,~~435~~655)	$	~~731~~(20,566)

The decrease in cash used in operating activities primarily relates to our continued net loss from operations as cash flows generated from operations is not yet sufficient enough to cover our expenditures. The decrease in cash flow from financing activities is a direct result of proceeds from notes payable, and proceeds from related party notes payable ~~and~~in the ~~sales~~prior ofyear ~~common~~where ~~stock~~as toin ~~fund~~the ~~operations~~current inyear the ~~prior~~Company ~~year~~has relied upon proceeds from related parties.

Future Financing

If revenues were to decrease, we would have significant difficulty sustaining our operations without additional support. The ability of our company to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our directors and shareholders, the continued issuance of equity to new stockholders and our ability to maintain profitable operations.

Management believes that our cash on hand, cash equivalents, and any cash revenue provided by our operating activities will be insufficient to meet our working capital requirements for the next twelve month period. We estimate that we will require an additional $2,770,000 over the next twelve month period to fund our operating cash shortfall. We plan to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities. There are no assurances that we will be able to obtain funds required for our continued operation. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further long-term financing, successful and sufficient market acceptance of our products and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Plan of Operation

During the next twelve-month period, we intend to:

(a)

penetrate the waste water treatment industry worldwide by stressing the cost advantages and space saving capabilities of the BioShaft System.

(b)

build up a network of strategic alliances with several types of companies, including contractors that specialize in the construction of water treatment plants, engineering firms that work with municipalities and firms that specialize in “build own operate” project utilities.

(c)

form a partnership with a Chinese manufacturer that we can outsource to, and fabricate up to two BioShaft units per month within the first three months.

(d)

implement our pilot project in Southern California where we will setup and operate a packaged unit in order to complete the municipal permitting process for the California commission on environmental quality.

(e)

the small footprint and default generation of biogas gives BioShaft the unique ability among competitors to take on very high organic contaminant loads. Typically 400% to 500% of the maximum competitors quote.

(f)

BioShaft offering is most superior in:

brewery wastewater;

ii.

dairy wastewater;

iii.

dairy processing wastewater - cheese, yogurt, etc.

(g)

fill the positions of vice president of marketing and three sales engineers.

Not accounting for our working capital deficit of $3,~~699~~823,~~312~~436, we have estimated that we will require an additional $2,770,000 based on our projected cash flow from existing and future revenues to carry out our business plan for the next twelve months. In the event we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we may be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising any required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.

Capital Expenditures

We do not have any material commitments for capital expenditures and management does not anticipate that we will spend additional material amounts on capital expenditures in the near future.

Employees

As of ~~October~~January 31, ~~2016~~2017, our company has retained three (3) consultants which included Bashar Amin, our president, chief executive officer and director, Imad Kamel Yassine, our chief operating officer, chief financial officer, secretary, treasurer and director.

We plan to employ a number of executive officers including a vice president of marketing and three sales engineers by approximately January 2017. We anticipate that we may spend up to $108,000 per month to employee officers and employees and up to $50,000 in payroll taxes.

Off-Balance Sheet Arrangements

There are 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 is material to investors.

Critical Accounting Policies

Our financial statements have been prepared in accordance with the U.S. GAAP. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.

The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of significant accounting policies.

Use of Estimates

Revenue Recognition

Recent Accounting Pronouncements

The FASB issues Accounting Standard Updates (“ASUs”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of ASC. Our company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to our company or (iv) are not expected to have a significant impact on our company.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.~~8

AsItem a3. ~~"smaller~~Quantitative ~~reporting~~and ~~company",~~Qualitative weDisclosures ~~are~~About ~~not~~Market ~~required to provide the information required by this Item.~~Risk

~~Item~~As 4.a ~~Controls~~"smaller ~~and~~reporting ~~Procedures~~company", we are not required to provide the information required by this Item.

~~Management's~~Item ~~Report~~4. ~~on Disclosure~~ Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange CommissionManagement's ~~rules~~Report ~~and~~on ~~forms,~~Disclosure ~~and~~Controls ~~that such information is accumulated~~ and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.Procedures

AsWe ofmaintain ~~the~~disclosure ~~end~~controls ofand ~~the~~procedures ~~quarter~~that ~~covered~~are bydesigned ~~this~~to ~~report,~~ensure wethat ~~carried~~information ~~out~~required anto ~~evaluation,~~be ~~under~~disclosed ~~the~~in ~~supervision~~our ~~and~~reports ~~with~~filed under the ~~participation~~Securities ofExchange ~~our~~Act ~~president~~of ~~(our~~1934, ~~principal~~as ~~executive~~amended, ~~officer)~~is ~~and~~recorded, ~~our~~processed, ~~chief~~summarized ~~financial~~and ~~officer~~reported ~~(our~~within ~~principal~~the ~~financial~~time ~~officer~~periods ~~and~~specified ~~principle~~in ~~accounting~~the ~~officer),~~Securities ofand ~~the~~Exchange ~~effectiveness~~Commission's ofrules ~~the~~and ~~design~~forms, and ~~operation~~that ofsuch ~~our~~information ~~disclosure~~is ~~controls~~accumulated and ~~procedures.~~communicated ~~Based~~to onour ~~the foregoing~~management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) ~~concluded~~to ~~that~~allow ~~our~~for ~~disclosure~~timely ~~controls~~decisions ~~and~~regarding ~~procedures~~required ~~were effective as of the end of the period covered by this quarterly report~~disclosure.

~~Changes~~As inof ~~Internal~~the ~~Control~~end ~~over~~of ~~Financial~~the ~~Reporting~~quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

~~During~~Changes ~~the period covered by this report there were no changes~~ in ~~our~~Internal ~~internal~~Control ~~control~~ over ~~financial~~Financial ~~reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~Reporting

9During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~PART II - OTHER INFORMATION~~9

~~Item~~PART 1.II ~~Legal~~- ~~Proceedings.~~OTHER INFORMATION

WeItem ~~know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation~~1. ~~There~~Legal ~~are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.~~ Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on June 13, 2006)
3.2	By-laws (incorporated by reference from our Registration Statement on Form SB-2 filed on June 13, 2006)
3.3	Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K filed on August 6, 2007)
3.4	Articles of Merger filed with the Secretary of State of Nevada on September 24, 2007 and which is effective September 28, 2007 (incorporated by reference from our Current Report on Form 8- K filed on September 28, 2007)
(10)	Material Contracts
10.1	Asset Purchase Agreement dated September 18, 2007 between Hans Bio Shaft Limited, Hassan Hans Badreddine and our company (incorporated by reference from our Current Report on Form 8-K filed on September 24, 2007)
10.2	Patent Assignment Agreement dated September 18, 2007 between Hans Bio Shaft Limited and our company (incorporated by reference from our Current Report on Form 8-K filed on September 24, 2007)
10.3	Stock Option Plan of our company dated December 15, 2007 (incorporated by reference from our Quarterly Report on Form 10-QSB filed on March 17, 2008)
10.4	Loan Agreement made as of August 6, 2008 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference from our Quarterly Report on Form 10-Q filed on September 12, 2008)

~~3.3~~10

Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K filed on August 6, 2007)


Exhibit Number	Description
10.5	Form of Promissory Note made as of August 6, 2008 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on August 19, 2008)
10.6	General Security Agreement made as of August 6, 2008 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on August 19, 2008)
10.7	Loan Agreement made as of March 6, 2009 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 14, 2012)
10.8	Form of Promissory Note Agreement made as of March 6, 2009 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on December 16, 2013)
10.9	General Security Agreement made as of March 6, 2009 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on December 16, 2013)
10.10	Stock Option Agreement made as of August 15, 2011 between our company and Canadian Environmental Consulting (incorporated by reference from our Quarterly Report on Form 10-Q filed on September 19, 2011)
10.11	Amending Agreement dated February 23, 2012 between our company and Premier Financial Marketing Co. Ltd. (incorporated by reference from our Current Report on Form 8-K filed on March 7, 2012)
10.12	Assignment Agreement made as of February 23, 2012 between our company and Six Capital Limited (incorporated by reference from our Current Report on Form 8-K filed on March 7, 2012)
10.13	Non-Disclosure Agreement made as of JulyOctober 1, 2012 between our company and Canadian Environmental Designers, Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 14, 2012)
10.14	International Distribution Agreement made as of October 15, 2012 between our company and Zuhier Ahmad Zahran & Co. (incorporated by reference to our Quarterly Report on Form 10-Q filed on December 21, 2012)
10.15	Consulting Agreement made as of October 1, 2013 between our company and Hydro E+, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 23, 2013)
10.16	Consulting Agreement made as of October 1, 2013 between our company and Canadian Environmental Designers, Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 23, 2013)
10.17	Consulting Agreement made as of February 1, 2014 between our company and Sustainable Water Corp. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 14, 2014)
10.18	Assignment Agreement dated October 7, 2014 between our company, Six Capital Ltd. and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.19	Loan Agreement dated October 7, 2014 between our company and Six Capital Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.20	Promissory Note dated October 7, 2014 between our company and Six Capital Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.21	General Security Agreement dated October 7, 2014 between our company and Six Capital Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.22	Promissory Note dated October 23, 2014 between our company and Sustainable Water Corp. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.23	Promissory Note dated October 25, 2014 between our company and Sustainable Water Corp. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)

~~3.4~~11

Articles of Merger filed with the Secretary of State of Nevada on September 24, 2007 and which is effective September 28, 2007 (incorporated by reference from our Current Report on Form 8- K filed on September 28, 2007)


Exhibit Number	Description
(14)	Code of Ethics
14.1	Code of Ethics and Business Conduct dated effective October 1, 2008 (incorporated from our Annual Report on Form 10-KSB/A filed on August 14, 2008)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Principal Executive Officer
31.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Principal Executive Officer
32.2*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer
(101)*	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

10* Filed herewith.

Exhibit Number	Description
(10)	Material Contracts
10.1	Asset Purchase Agreement dated September 18, 2007 between Hans Bio Shaft Limited, Hassan Hans Badreddine and our company (incorporated by reference from our Current Report on Form 8-K filed on September 24, 2007)
10.2	Patent Assignment Agreement dated September 18, 2007 between Hans Bio Shaft Limited and our company (incorporated by reference from our Current Report on Form 8-K filed on September 24, 2007)
10.3	Stock Option Plan of our company dated December 15, 2007 (incorporated by reference from our Quarterly Report on Form 10-QSB filed on March 17, 2008)
10.4	Loan Agreement made as of August 6, 2008 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference from our Quarterly Report on Form 10-Q filed on September 12, 2008)
10.5	Form of Promissory Note made as of August 6, 2008 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on August 19, 2008)
10.6	General Security Agreement made as of August 6, 2008 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on August 19, 2008)
10.7	Loan Agreement made as of March 6, 2009 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 14, 2012)
10.8	Form of Promissory Note Agreement made as of March 6, 2009 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on December 16, 2013)
10.9	General Security Agreement made as of March 6, 2009 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on December 16, 2013)
10.10	Stock Option Agreement made as of August 15, 2011 between our company and Canadian Environmental Consulting (incorporated by reference from our Quarterly Report on Form 10-Q filed on September 19, 2011)
10.11	Amending Agreement dated February 23, 2012 between our company and Premier Financial Marketing Co. Ltd. (incorporated by reference from our Current Report on Form 8-K filed on March 7, 2012)
10.12	Assignment Agreement made as of February 23, 2012 between our company and Six Capital Limited (incorporated by reference from our Current Report on Form 8-K filed on March 7, 2012)
10.13	Non-Disclosure Agreement made as of July 1, 2012 between our company and Canadian Environmental Designers, Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 14, 2012)
10.14	International Distribution Agreement made as of October 15, 2012 between our company and Zuhier Ahmad Zahran & Co. (incorporated by reference to our Quarterly Report on Form 10-Q filed on December 21, 2012)
10.15	Consulting Agreement made as of July 1, 2013 between our company and Hydro E+, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 23, 2013)
10.16	Consulting Agreement made as of July 1, 2013 between our company and Canadian Environmental Designers, Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 23, 2013)
10.17	Consulting Agreement made as of February 1, 2014 between our company and Sustainable Water Corp. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 14, 2014)

11SIGNATURES

Exhibit Number	Description
10.18	Assignment Agreement dated July 7, 2014 between our company, Six Capital Ltd. and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.19	Loan Agreement dated July 7, 2014 between our company and Six Capital Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.20	Promissory Note dated July 7, 2014 between our company and Six Capital Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.21	General Security Agreement dated July 7, 2014 between our company and Six Capital Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.22	Promissory Note dated July 23, 2014 between our company and Sustainable Water Corp. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.23	Promissory Note dated July 25, 2014 between our company and Sustainable Water Corp. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
(14)	Code of Ethics
14.1	Code of Ethics and Business Conduct dated effective July 1, 2008 (incorporated from our Annual Report on Form 10-KSB/A filed on August 14, 2008)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Principal Executive Officer
31.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Principal Executive Officer
32.2*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer
(101)*	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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.

* Filed herewith.


		BIOSHAFT WATER TECHNOLOGY, INC.


Date: April 10, 2017	By:	/s/ Bashar Amin
		Bashar Amin
		President, Chief Executive Officer and Director
		(Principal Executive Officer)


Date: April 10, 2017	By:	/s/ Imad Kamel Yassine
		Imad Kamel Yassine
		Chief Operating Officer, Chief Financial Officer, Secretary, Treasurer and Director
		(Principal Financial Officer and Principal Accounting Officer)

1213

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.

		BIOSHAFT WATER TECHNOLOGY, INC.
Date: December 20, 2016	By:	/s/ Bashar Amin
		Bashar Amin President, Chief Executive Officer and Director (Principal Executive Officer)
Date: December 20, 2016	By:	/s/ Imad Kamel Yassine
		Imad Kamel Yassine Chief Operating Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)

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