UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED APRIL 30, ~~2020~~ 2021

Commission file number: 000-55986

BOTS, INC. (Exact name of registrant as specified in its charter)

(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)

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)
Registrant’s telephone number, including area code		570-778-6459

Registrant’s telephone number including are code (929) 205-8277

~~N/A~~_______________________________________________________________

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

Securities registered under Section 12(b) of the Act:

None

Securities registered under Section 12(g) of the Act:

Common stock, par value $0.0001 per share

(Title of Class)

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and ~~large~~“emerging ~~accelerated~~growth ~~filer~~company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large Accelerated Filer ☐ Non-accelerated Filer ☐ Accelerated Filer ☐ Smaller Reporting Company ☒ Emerging growth company ☐

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the registrant'’s most recently completed ~~second~~ fiscal ~~quarter~~year was approximately $3341,~~210~~882,~~069~~929. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

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

Common Shares Outstanding ~~505~~775,~~374~~874,596

DOCUMENTS INCORPORATED BY REFERENCE

PART I

Item 1.	BUSINESS.	4
Item 1. A.	RISK FACTORS.	8
Item 1. B.	UNRESOLVED STAFF COMMENTS.	18
Item 2.	PROPERTIES.	18
Item 3.	LEGAL PROCEEDINGS.	18
ITEM 4.	MINE SAFETY DISCLOSURES.	18

PART II

ITEM 6.	SELECTED FINANCIAL DATA.	21
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.	21
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	F-1
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	F-1
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	27
ITEM 9A.	CONTROLS AND PROCEDURES.	27
ITEM 9B.	OTHER INFORMATION.	29

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	30
ITEM 11.	EXECUTIVE COMPENSATION.	33
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	35
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	36
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.	37
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	38

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended April 30, 2019).

None

PART I		4
Item 1.	BUSINESS.	4
Item 1. A.	RISK FACTORS.	8
Item 1. B.	UNRESOLVED STAFF COMMENTS.	18
Item 2.	PROPERTIES.	18
Item 3.	LEGAL PROCEEDINGS.	18
ITEM 4.	MINE SAFETY DISCLOSURES.	18
PART II		19
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.	19
ITEM 6.	SELECTED FINANCIAL DATA.	21
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.	21
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	28
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	28
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	29
ITEM 9A.	CONTROLS AND PROCEDURES.	29
ITEM 9B.	OTHER INFORMATION.	31
PART III		32
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	32
ITEM 11.	EXECUTIVE COMPENSATION.	35
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	37
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	39
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.	40
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	41

Table of Contents

FORWARD LOOKING STATEMENTS

This Annual Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 ("“PSLRA"”) regarding management’s plans and objectives for future operations including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements and associated risks set forth in this Annual Report include or relate to, among other things, (a) our growth strategies, (b) anticipated trends and regulations in the our industry, (c) our ability to obtain and retain sufficient capital for future operations, and (d) our anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business” Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors”. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will in fact occur.

(d) our anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business” Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors”. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will in fact occur.

The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions described herein. The assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed in “Risk Factors”, there are a number of other risks inherent in our business and operations, which could cause our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements. Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter marketing, capital investment and other expenditures, which may also materially adversely affect our results of operations. In light of significant uncertainties inherent in the forward-looking information included in the report statement, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

Any statement in this report that is not a statement of an historical fact constitutes a “forward-looking statement”. Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”, “seek”, “estimate”, “internal”, and similar words, we intend to identify statements and expressions that may be forward- looking statements. We believe it is important to communicate certain of our expectations to our investors. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions that could cause our future results to differ materially from those expressed in any forward-looking statements. Many factors are beyond our ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward-looking statements. Important factors that may cause our actual results to differ from such forward-looking statements include, but are not limited to, the risks outlined under “Risk Factors” herein. The reader is cautioned that our Company does not have a policy of updating or revising forward-looking statements and thus the reader should not assume that silence by management of our Company over time means that actual events are bearing out as estimated in such forward-looking statements.

OTHER INFORMATION

Unless specifically set forth to the contrary, when used in this report, the terms “BOTS, Inc.”, “BOTS”, “we”, “our”, the “Company” and similar terms refer to BOTS, Inc., a Nevada corporation. In addition, when used herein and unless specifically set forth to the contrary, “~~2019~~2020” refers to the year ended April 30, ~~2019~~2020, and “~~2020~~2021” refers to the year ended April 30, ~~2020~~2021.

Table of Contents

PART I

ITEM 1. BUSINESS

HISTORY AND BACKGROUND

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."” ~~reflecting the new business model. All agreements related to the Lifetech business were terminated and closed as of April 30, 2014.~~ 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~~BTZI.” The Company is headquartered in ~~Tel~~San ~~Aviv~~Juan, ~~Israel.~~Puerto Rico.

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~~secular ~~Company~~trends ~~initially~~sweeping ~~earned~~the ~~revenue~~globe: ~~through~~(1) ~~wholesale~~The decriminalization and ~~retail~~legalization ~~sales~~ of ~~electronic~~marijuana ~~cigarettes,~~for ~~vaporizers,~~medicinal ~~and~~or ~~accessories~~recreational inpurposes; ~~the~~and ~~United~~(2) ~~States.~~the Itadoption ~~offered~~of electronic vaporizing cigarettes ~~and~~(commonly ~~related~~known ~~products through its online store at www.BOTS.org,~~ as ~~well as through the company’s wholesale, distributor, and retail programs~~“eCigs”). ~~We expanded operations to include the VitaCig brand in 2014.~~

~~From~~The ~~2015~~Company initially earned revenue through ~~2020~~wholesale ~~the~~and ~~Company~~retail ~~was~~sales ~~involved~~of inelectronic ~~multiple~~cigarettes, ~~cannabis~~vaporizers, ~~business~~and ~~entities~~accessories in the United States. WeIt ~~have~~offered ~~elected~~electronic tocigarettes ~~discontinue~~and ~~all~~related ~~operations~~products inthrough its online store at www.BOTS.org, as well as through the ~~cannabis~~company’s ~~markets~~wholesale, distributor, and ~~focus~~retail onprograms. ~~robotics~~We expanded operations to include the VitaCig brand in 2014.

~~During~~From ~~this~~2015 ~~fiscal~~through ~~year,~~2020 wethe ~~operated~~Company was involved in multiple ~~websites~~cannabis ~~(which~~business ~~are~~entities. ~~not~~We ~~incorporated~~have aselected ~~part~~to ofdiscontinue ~~this~~all ~~Form~~operations ~~10K~~in ~~report).~~the ~~The~~cannabis ~~Company’s~~markets ~~primary~~and ~~website~~focus ison ~~www~~robotics.~~BOTSgroup.com.~~-, Blockchain-based solutions including decentralized finance applications, cybersecurity, crypto generation, mining, equipment repair, and extended warranties on Bitcoin mining equipment

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

~~The~~INDUSTRY ~~Halvening~~OVERVIEW

~~The~~Robotics most concrete event that will take place in 2020 is the bitcoin halving in May, which will reduce the number of bitcoins rewarded for successfully mining a block in the digital ledger by half, from 12.5 to 6.25 BTC. Even though it sounds dramatic, it’s happened twice before, and each event saw some interesting price action. In the months surrounding the 2012 halving, bitcoin price went from less than $10 to more than $100 while in 2016 the currency surged from $400 before the halving to more than twice that by the end of the year.

AtThe ~~its~~global ~~face,~~robotics ~~halving~~technology ~~introduces new scarcity to the~~ market ~~and~~size ~~bitcoin~~was ~~traders~~valued ~~are~~at ~~already~~$62.75 ~~anticipating~~billion ~~similar~~in ~~supply-side price growth as the past two halvings. However~~2019, ~~traders~~and ~~shouldn’t forget that demand~~ is ~~also~~projected ~~necessary~~to inreach ~~driving price~~$189.36 Asbillion ~~bitcoin~~by ~~mining becomes less lucrative~~2027, ~~the~~growing ~~number~~at ~~of miners competing for~~ a ~~block~~CAGR ~~will~~of ~~fall as will the hash rate necessary for mining until an equilibrium is reached~~13.5% Offrom ~~course,~~2020 ~~expectations might be all that’s required~~ to ~~see an effect~~2027. ~~“There~~Robotics ~~are~~technology ~~arguments~~is ~~for and against a price increase,~~ the ~~main~~intersection ~~argument against it being that the majority~~ of ~~people~~technology, ~~are expecting it~~engineering,” ~~said~~and ~~Alex~~science ~~Lindenmeyer-~~for ~~industry~~producing ~~veteran~~machines ~~and~~called ~~co-founder~~robots, ofwhich ~~cryptocurrency~~are ~~tracking~~used ~~and~~to ~~tax~~replicate ~~software~~human ~~company Accointing~~actions. ~~“What~~The Ikey ~~know~~objective ~~for certain is that there will be a lot~~ of ~~volatility~~the ~~due~~robotics totechnology ~~speculation.” The halving~~ is ~~aimed~~to atenhance ~~stabilizing~~ the ~~supply~~performance of ~~bitcoins~~an asorganization ~~it approaches full saturation~~ and ~~there are no more bitcoins~~ to beproduce ~~mined~~better outcome. ~~After~~Robotics ~~that,~~technology ~~well,~~finds ~~bitcoins~~its ~~may~~wide ~~become~~range ~~rarer~~of ~~and~~applications ~~more~~in ~~valuable~~various ~~than~~industry ~~gold~~verticals, orwhich ~~Satoshi~~include ~~Nakamoto~~healthcare, ~~could~~domestic, ~~create more bitcoins to be mined so the coin’s price can continue to be moderated~~agriculture, ~~or it could gradually lose value to more abundant or practical digital currencies like Bitcoin Cash~~technology, ~~which forked off from the original Bitcoin in 2017 for just that purpose. Ultimately~~automotive, ~~the~~and ~~world’s first cryptocurrency still needs to decide whether its scarcity alone defines its value~~manufacturing.

4We ~~Table~~believe that in the wake of ~~Contents~~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.

~~FaceBook~~Rise ~~Cryptocurrency~~in ~~Libra~~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.

~~The~~Earlier, ~~flipside~~use of ~~this~~robots iswas ~~libra,~~limited to the ~~asset-backed~~automotive ~~stablecoin~~and ~~that~~manufacturing ~~Facebook~~sectors. ~~announced earlier this year~~However, ~~although~~with ~~it won’t be available until at least~~ the ~~summer~~availability of ~~2020~~customized solutions, ifindustries ~~and~~such ~~when~~as ithealthcare, ~~clears~~defense ~~the~~& ~~necessary~~security, ~~regulatory~~aerospace, ~~hurdles.~~education, Infood ~~any~~& ~~event~~beverage, adomestic, ~~lot~~and ofelectronics ~~uncertainties~~are ~~remain~~adopting ~~about~~robotics ~~the~~technology ~~new~~to ~~stablecoin~~enhance ~~that~~their ~~has~~efficiency. ~~backing~~In ~~from~~ the ~~likes~~coming ~~of Uber~~years, ~~Vodafone,~~robotics ~~Coinbase~~technology ~~and~~is ~~even~~expected ato ~~member~~be ofused ~~the~~for ~~Kushner~~different ~~family. Part of these uncertainties prompted other interested parties like Mastercard~~applications, ~~eBay,~~which ~~and~~is ~~Paypal~~expected ~~Holdings,~~ to ~~bow~~augment ~~out~~the growth of the ~~cryptocurrency altogether~~market.

~~However,~~4 ~~the~~Table ~~one certainty around libra is that it will have a potential user base~~ of nearly 170 million in the United States alone. Thanks to Facebook’s omnipresence, their adoption of Libra and its associated Calibra wallet will mean that users of the social network, many of whom have never touched a cryptocurrency, might suddenly be paying their Uber drivers with the stuff.Contents

~~Accointing’s~~Blockchain co-founder viewed the issue as a matter of bringing an air of legitimacy to cryptocurrency, saying, “Stablecoins are hugely important to the space. For adoption, it is important to be able to easily switch between a store of value and aDigital ~~stable~~Data currency you can use daily. Furthermore [libra] will broaden the understanding that money doesn’t have to come from countries. Alone, the discussion around libra this year just got people thinking about cryptocurrencies.”

~~Depending~~A onBlockchain ~~how~~is ~~well~~a ~~this~~decentralized ~~model~~and distributed digital ledger that is ~~adopted~~used —to ~~and~~record ~~pending~~transactions across many computers so that the ~~already~~record ~~massive~~cannot ~~scrutiny~~be ~~from~~altered ~~government~~retroactively ~~regulators~~without —the ~~libra~~alteration ~~could~~of ~~well~~all ~~mark~~subsequent blocks and the ~~point~~collusion atof ~~which~~the ~~cryptocurrency~~network. ~~goes~~The ~~mainstream,~~blockchain ~~and~~system ~~other~~has ~~tech~~been designed to use nodes agreement to order transactions and ~~finance~~prevent ~~companies~~fraud ~~will~~so ~~certainly~~that ~~follow~~records cannot be altered retroactively. The network orders transaction by putting them together into groups called blocks, each block contains a definite number

~~More~~of ~~regulations~~transactions ~~expected~~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.

~~2019~~Bitcoins ~~revealed~~are anot ~~growing~~the ~~awareness~~only ontype ~~the~~of ~~part~~Digital ofAssets ~~federal~~founded ~~agencies~~on ~~that~~math-based ~~cryptocurrency~~algorithms (and ~~technology~~cryptographic insecurity, ~~general)~~although it is ~~beginning~~considered tothe ~~become~~most ~~less~~prominent aas ~~component~~ of ~~society~~the ~~and~~date ~~more~~ of the ~~core~~filing ~~element~~ of ~~it.~~this ~~The~~Registration ~~Federal Reserve revealed recently the U~~Statement.S. ~~central~~Over ~~bank~~2,000 isother ~~mulling~~Digital ~~over~~Assets, a(commonly ~~potential~~referred ~~digital~~to ~~analogue~~as ~~for~~“altcoins”, ~~the~~“tokens”, ~~greenback.~~“protocol ~~Meanwhile~~tokens”, ~~the~~or ~~Internal~~“digital ~~Revenue~~assets”), ~~Service~~have ~~has~~been ~~firmed~~developed upsince ~~its~~the ~~guidance~~Bitcoin onNetwork’s ~~reporting~~inception, ~~cryptocurrency~~including ~~transactions~~Ethereum, ~~for~~Ripple, ~~the~~Litecoin, ~~coming~~Dash, ~~tax~~and ~~season~~HEX.

Now with one of the biggest and most controversial tech companies in the world getting in on the cryptocurrency game, the cryptocurrency industry will likely see local and national governments pay closer attention to the digital currencies, for good or ill. For his part, Benzinga sees the current outlook on guidance and regulations in cryptocurrency as mostly benign.Cryptocurrencies

~~While~~Cryptocurrency ~~most~~is ofan ~~the~~encrypted ~~current~~decentralized ~~legislation~~digital ~~has~~currency ~~been~~transferred ~~encouraging,~~between ~~ongoing~~peers ~~experiments~~and ~~may~~confirmed ~~cut~~in ~~both~~a ~~ways~~public ~~for~~ledger ~~the~~via ~~larger~~a ~~cryptocurrency~~process ~~market.~~known ~~Supportive~~as ~~regulations like those highlighted by Alex promise to foster growth and increase transparency throughout the industry~~mining. OnAs ~~the~~of ~~other~~January ~~hand~~31, ~~highly~~2020, ~~restrictive~~there ~~regulations~~are ~~like~~over ~~those~~12,000 ~~coming~~digital ~~out~~currencies ofin ~~China could mean increased turmoil for digital assets~~existence.

~~The~~Blockchain ~~Market Consolidations~~Value

~~Turmoil~~Cryptocurrencies ~~might~~are beDigital aAsset ~~characteristic~~that ~~feature~~is ~~lower~~not ona ~~the~~fiat ~~cryptocurrency~~currency ~~food chain~~(i. ~~Because, despite flattening in 2018 as the price of bitcoin fell, the number of cryptocurrencies in the market surged to more than 2300 through 2019, according to the latest account from CoinMarketCap~~e. ~~Unfortunately~~, ~~fewer than~~ a ~~third~~currency ofthat ~~coins~~is ~~trade~~backed ~~more~~by ~~than~~a ~~$100,000~~central ofbank ~~volume~~or in a ~~day. Meanwhile~~national, ~~more~~supra-national ~~than~~or aquasi-national ~~third~~organization) ~~are~~and ~~valued at less than a tenth of a penny. The result~~ is ~~that~~not ~~there~~backed ~~are~~by ~~more~~hard ~~coins~~assets inor ~~the~~other ~~cryptocurrency market now than ever before, but the total amount of capital has flatlined throughout 2019~~credit. ~~While~~As a ~~potential upswing in cryptocurrency interest from mainstream finance might contribute to a subsequent increase of capital~~result, ~~it’s unlikely to trickle down to~~ the ~~very~~value ~~smallest~~of ~~coins.~~cryptocurrencies ~~What’s~~is ~~more,~~determined asby ~~greater scrutiny comes to~~ the ~~market,~~value ~~regulatory~~that ~~burdens~~various ~~and increased transparency among the larger players will likely root out those just trying to make quick coin. In any case, the~~ market ~~has~~participants ~~probably~~place ~~reached~~on athem ~~saturation point, and the number of available coins is unlikely to grow~~ through ~~2020~~their transactions.

~~Crypto~~Exchange ~~and~~Valuation ~~Fintech Hook Up~~

~~The~~Due ~~overarching~~to ~~theme~~the ofpeer-to-peer ~~all~~framework of ~~these trends is that cryptocurrency is growing up~~cryptocurrencies, ~~becoming~~transferors ~~mainstream~~ and ~~finally~~recipients ~~finding~~of ~~actual~~cryptocurrencies ~~use~~are ~~cases,~~able ~~rather~~to ~~than~~determine ~~just hypothetical ones. With~~ the ~~introduction~~value of ~~Libra,~~ the ~~problem isn’t explaining why~~ cryptocurrency ~~will~~transferred beby ~~valuable~~mutual ~~and~~agreement ~~necessary soon but making it valuable and necessary now — do~~ or ~~die.~~barter ~~There~~with ~~are~~respect ~~obviously~~to ~~questions~~their ~~about how~~ transactions ~~will be implemented across an array of ledgers or how anonymized transactions can be regulated~~. ~~Part~~As ofa ~~this~~result, ~~will~~the ~~come~~most incommon ~~the~~means ~~consolidation~~ of ~~the~~determining ~~industry and~~ the ~~continued~~value ~~struggle for interoperability between wallets and ledgers. However, most~~ of ~~these~~a ~~questions~~cryptocurrency ~~will~~is ~~likely be answered~~ by ~~whoever~~surveying ~~tries~~one ~~first,~~or ~~and~~more ~~financial~~Exchanges ~~technology~~where ~~companies are by far~~ the ~~most~~cryptocurrency ~~eager~~is topublicly ~~fill~~bought, ~~that~~sold ~~role~~and traded.

5Uses ~~Table~~ of ~~Contents~~Cryptocurrencies

~~This~~Global ~~necessity~~trade ofin ~~innovation~~cryptocurrencies ~~has~~consists ~~been an evident trend throughout major areas~~ of ~~the~~individual ~~cryptocurrency~~end-user-to-end-user ~~market.~~transactions, ~~Libra~~together ~~itself is (or was) stacked~~ with ~~members~~facilitated ~~from~~exchange-based ~~various fintech companies~~trading. ~~Meanwhile,~~There ~~fintech~~is ~~unicorns~~currently ~~like~~no ~~Plaid~~reliable ~~and~~data ~~Chime~~on ~~have reached their valuations largely from investments by companies in~~ the ~~finance~~total ~~industry~~number ~~like~~or ~~Visa~~demographic ~~and~~composition ~~Goldman~~of ~~Sachs~~users ~~Group~~on ~~that are curious about digital assets, but terrified of~~ the ~~uncertainty~~global ~~that surrounds them~~exchanges.

~~DESCRIPTION~~Cryptocurrencies OFcan ~~SUBSIDIARIES~~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 ~~following~~Blockchain ~~subsidiaries~~Network was not designed to ensure the anonymity of users, despite a common misperception to the contrary. All transactions are ~~incorporated~~logged inon the ~~financials~~Blockchain ~~for~~and any individual or government can trace the ~~year~~flow ~~ending~~of ~~April~~cryptocurrencies 30from 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, ~~2020~~though ~~but~~information ~~have~~regarding ~~been~~participants ~~discontinued~~in asan ~~operational~~Off-Blockchain ~~elements~~transaction may be recorded by the parties facilitating such Off-Blockchain transactions. Digital wallet addresses are randomized sequences of ~~BOTS~~27-34 alphanumeric characters that, ~~Inc~~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.

~~VitaCig,~~Users ~~Inc~~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”

Onservice ~~May~~to ~~26,~~switch ~~2016~~its wecryptocurrencies ~~incorporated~~with ~~VitaCig,~~those ~~Inc., (“VitaCig”) in the state~~ of ~~Florida. VitaCig~~other ~~headquarters our global e-cig operations~~users. ~~VitaCig,~~ ~~Inc.~~However, isthese aprecautions ~~wholly~~do ~~owned~~not ~~subsidiary~~guarantee ofanonymity ~~the~~and ~~Company.~~are ~~VitaCig~~illegal ~~ceased~~to ~~operations~~the ~~under~~extent ~~BOTS~~that onthey ~~April~~constitute ~~30,~~money ~~2020.~~laundering Onor ~~May~~otherwise 1,violate ~~2020~~ the ~~assets of VitaCig was transferred to Paul Rosenberg as settlement of debt~~law.

~~MCIG~~As ~~Internet~~with ~~Sales~~any other asset or medium of exchange, ~~Inc~~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.

On5 ~~June~~Table ~~1, 2016, the Company incorporated MCIG Internet Sales, Inc., (“MCIG Internet”) in the state~~ of Florida in order to operate our CBD business and to consolidate all wholesale and online retail sales from various websites. MCIG Internet is a wholly owned subsidiary of the Company. MCIG Internet Sales, Inc., ceased operations under BOTS on April 30, 2020. Contents

~~CAL~~DESCRIPTION ~~Acres Foundation~~OF ~~(FKA Newco2, Inc)~~SUBSIDIARIES

~~Cal~~The ~~Foundation~~following ~~was~~subsidiaries ~~created~~are onincorporated ~~January~~in ~~19,~~the ~~2019~~financials ~~as a California not-~~for~~-profit~~ ~~company. We~~the ~~own~~year ~~80%~~ending ofApril ~~the~~30, ~~not-for-profit~~2021, ~~business. Cal~~but ~~Foundation~~have ~~maintains~~been ~~three~~discontinued ~~cannabis~~as ~~licenses~~operational inelements ~~the State~~ of ~~California~~BOTS, Inc.

~~CAAcres~~First Bitcoin Capital, ~~Inc.~~LLC

~~CAAcres,~~On ~~Inc., (“CAAcres”) was incorporated on~~ May 1014, ~~2019~~2020, ~~under~~we ~~the~~acquired ~~laws~~100% of ~~the~~First ~~state~~Bitcoin ofCapital, ~~California~~LLC (“FBC”). ~~CAAcres~~ FBC was ~~created~~incorporated toon ~~participate~~December ~~in the Joint Venture with Cal Foundation for the cultivation~~11, ~~manufacturing~~2017, ~~and~~under ~~distribution of cannabis products within~~ the ~~state~~laws of ~~California. CAAcres is an agriculture venture for~~ the ~~cultivation,~~state ~~manufacturing and distribution~~ of ~~cannabis products~~Colorado. WeFBC ~~are~~works ~~currently~~in ~~assessing~~multiple ~~the~~areas ~~requirements for the build out~~ of ~~the~~blockchain ~~land~~development ~~acquired~~and ~~in California City, California for this project~~cryptocurrency.

~~Vapolution,~~CoinQX ~~Inc.~~Exchange Limited

On ~~January~~May 2314, ~~2014~~2020, ~~the~~we ~~Company~~acquired ~~entered into a Stock Purchase Agreement acquiring~~ 100% ~~ownership~~of inCoinQX ~~Vapolution~~Exchange, ~~Inc~~Limited (“CoinQX”)., ~~which~~CoinQX ~~manufactures~~was ~~and~~incorporated ~~retails~~on ~~home-use~~July ~~vaporizers.~~4, ~~Effective January 17~~2014, ~~2017~~in weBritish ~~began consolidating Vapolution with the Company’s financial reports. Vapolution~~Columbia, ~~Inc~~Canada., isCoinQX ~~wholly~~has ~~owned~~not byyet ~~BOTS,~~begun ~~Inc~~operations.

~~Cannabiz Supply~~420Wifi.com, ~~LLC~~llc

On ~~June~~May 3014, ~~2019~~2020, ~~the~~we ~~company~~acquired ~~elected~~100% toof ~~exercise~~420wifi.com, ~~its~~llc ~~option~~(“420wifi”). to420wifi ~~acquired~~was ~~Cannabiz~~organized ~~Supply~~on ~~with~~January an18, ~~effective~~2019, ~~date~~under the laws of ~~May~~the 1,state ~~2019~~of Wyoming. ~~The~~ ~~purchase~~420wifi ~~price~~has ~~was~~not ~~$3,457,796~~yet begun operations.

6D’BOT ~~Table~~Technology ~~of Contents~~Corp

~~BUSINESS~~On ~~MODEL~~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.

~~The~~6 ~~Company~~Table ~~continues to look at increasing revenue internally and through strategic acquisitions. The Company utilizes many methods~~ of identifying new products to produce and potential companies to acquire. Our staff continually reviews current market trends to determine appropriate products to introduce. We have had them presented to us by business brokers, have reviewed competition and looked for compelling stories, or incorporated a subsidiary directly for a specific purpose. In some instances, the companies come looking to us for assistance. We will continue to finance additional acquisitions through private placements of stock, debt, or revenue from operations.Contents

~~The~~BUSINESS BOTS business model is built around developing and incubating self-sustaining business entities in the technology space. We look for strong management teams that have expertise in their fields and want to operate within the cannabis and e-Cig industry. Once the entities are self-sustaining the company divest them either through i) a sale of the assets, ii) a spin-off into its own publicly traded entity, or iii) seek additional partners and privatize the business. MODEL

~~Expansion~~The Company continues to look at increasing revenue internally and through ~~Acquisition~~strategic acquisitions. The Company utilizes many methods of identifying new products to produce and potential companies to acquire. Our staff continually reviews current market trends to determine appropriate products to introduce or develop. We have had them presented to us by business brokers, have reviewed competition and looked for compelling stories, or incorporated a subsidiary directly for a specific purpose. In some instances, the companies come looking to us for assistance. We will continue to finance additional acquisitions through private placements of stock, debt, or revenue from operations.

The ~~Company~~BOTS ~~continues~~business tomodel ~~look~~is ~~for~~built ~~additional~~around ~~acquisition~~developing ~~opportunities in the cannabis~~ and eincubating self-~~Cig~~sustaining ~~fields~~business ~~that~~entities ~~will~~in ~~enhance~~the ~~our~~technology ~~overall~~space. ~~growth,~~We ~~complement~~look ~~our~~for ~~existing~~strong ~~operations~~management ~~and~~teams ~~increase~~that ~~shareholder~~have ~~value.~~expertise ~~BOTS~~in ~~considers~~their ~~acquisitions~~fields asand awant ~~critical element~~ to ~~our~~operate ~~strategic~~within ~~growth.~~the WeBlockchain, ~~look~~Robotic ~~for~~Automation ~~synergistic~~and ~~companies~~Bitcoin ~~that~~mining ~~will~~industry. ~~provide~~Once ~~strength~~the ~~and~~entities ~~growth~~are ~~opportunities~~self-sustaining to the ~~developing~~company ~~products~~divest ~~and~~them ~~services~~either ofthrough ~~BOTS.~~i) Wea ~~will~~sale ~~review~~of ~~current~~the ~~competition~~assets, inii) ~~many~~a ~~markets~~spin-off ~~and~~into ~~determine~~its ifown anpublicly ~~acquisition~~traded entity, or ~~joint~~iii) ~~venture~~seek isadditional inpartners ~~the~~and ~~best~~privatize ~~interest~~the ~~of BOTS~~business.

~~Marketing~~Expansion ~~and~~through ~~Sales Strategy~~Acquisition

~~BOTS~~The ~~marketing~~Company ~~and~~continues ~~sales~~to ~~strategy~~look isfor ~~subject~~additional toacquisition ~~change~~opportunities ~~quickly~~in the Blockchain, Robotic Automation and ~~often.~~Bitcoin ~~When~~mining weindustry ~~evaluate~~that awill ~~new~~enhance ~~product~~our oroverall ~~service~~growth, wecomplement ~~place~~our ~~considerable~~existing ~~analysis~~operations onand ~~immediate~~increase ~~return~~shareholder onvalue. ~~investment~~BOTS ~~(during~~considers ~~initial~~acquisitions ~~12-month~~as ~~period~~a ofcritical ~~launch)~~element asto ~~the~~our ~~future~~strategic ~~long-term~~growth. ~~opportunities~~We ~~are~~look ~~uncertain~~for synergistic companies that will provide strength and ~~highly~~growth ~~speculative.~~opportunities Into ~~instances~~the ~~where~~developing aproducts ~~client~~and ~~has~~services ~~demonstrated~~of anBOTS. ~~ability~~We towill ~~continue~~review tocurrent ~~control~~competition ain ~~market~~many ~~share~~markets ~~the~~and ~~Company~~determine ~~may~~if ~~consider~~an ~~long~~acquisition ~~term~~or ~~sales~~joint asventure ~~well.~~is in the best interest of BOTS.

~~Our~~Marketing ~~products~~ and ~~services~~Sales are marketed directly through each subsidiary. As we continue to acquire companies or services, we look for synergic growth opportunities that will allow for expansion of the multiple services available under our umbrella of companies. The growth in revenue created by the cross pollination of products and services are desirable.Strategy

~~The~~BOTS ~~Company~~marketing ~~continues~~and sales strategy is subject to ~~utilize~~change ~~newsletters,~~quickly ~~advertisement~~and often. When we evaluate a new product or service, ~~and~~we ~~viral~~place ~~knowledge~~considerable analysis on immediate return on investment (during initial 12-month period of ~~our~~launch) ~~services~~as tothe ~~expand~~future ~~our~~long-term ~~customer~~opportunities ~~base~~are uncertain and highly speculative. ~~The~~In ~~Company~~instances ~~utilizes~~where ~~all~~a ~~social~~client ~~media~~has ~~platforms~~demonstrated an ability to ~~grow~~continue ~~its~~to ~~customer~~control ~~awareness.~~a market share the Company may consider long term sales as well.

~~Patents~~Our products and ~~Intellectual~~services ~~Properties~~are marketed directly through each subsidiary. As we continue to acquire companies or services, we look for synergic growth opportunities that will allow for expansion of the multiple services available under our umbrella of companies. The growth in revenue created by the cross pollination of products and services are desirable.

The Company ~~owns~~continues ~~patent~~to ~~number~~utilize ~~US9135787~~newsletters, ~~“Bitcoin~~advertisement, ~~kiosk/ATM~~and ~~device~~viral ~~and~~knowledge ~~system~~of ~~integrating~~our ~~enrollment~~services ~~protocol~~to ~~and~~expand ~~method~~our ofcustomer ~~using~~base. ~~the~~The ~~same”~~Company utilizes all social media platforms to grow its customer awareness.

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

7The ~~Table~~Company owns patent number US9135787 “Bitcoin kiosk/ATM device and system integrating enrollment protocol and method of ~~Contents~~using the same”. The Company also has an exclusive rights to the additional Bitcoin ATM patent USPTO No. US10332205B1 “Bitcoin kiosk/ATM device and system and method of using the same” and US20190318326A1

~~EMPLOYEES~~In ~~AND~~addition, ~~CONSULTANTS~~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”.

AsThe ofCompany ~~April~~is ~~30,~~developing ~~2020,~~Intellectual ~~the~~Property ~~Company~~(I.P.) ~~has~~licensing aguidelines ~~total~~for ofthe 3Bitcoin ~~full-time/part-time~~ATM ~~employees~~operators and ~~consultants~~manufacturers. ~~throughout~~Copies of the ~~various~~guidelines ~~subsidiaries.~~are ~~None~~available ofupon ~~our~~request ~~employees~~from the Company. These Intellectual-Property Guidelines are ~~covered~~designed byto ahelp ~~collective~~Bitcoin ~~bargaining~~ATM ~~agreement~~operators implement practical, ~~and~~internal ~~management~~licensing ~~believes~~compliance ~~its~~policies ~~relationship~~consistent with our ~~employees~~patents istogether ~~good~~with the related I.P. laws and to reduce the business risks associated with counterfeiting, piracy, and transaction cybersecurity.

~~The~~Bitcoin ~~Company~~ATM ~~utilizes~~companies, alarge ~~considerable~~and ~~number~~small, ofincreasingly ~~consultants~~use toand ~~provide~~rely ~~periodic~~on ~~work~~intellectual ~~requirements.~~property—the ~~When~~copyright, ~~workflow~~trademark, ~~demands~~patents, atrade ~~fulltime~~secrets, orand ~~justifiable~~other ~~part-time~~intangible ~~employee~~rights ~~the~~that ~~Company~~underlie ~~hires~~many products and services in the ~~appropriate~~cryptocurrency ~~person~~ATM industry today. The “intellectual capital” embodied in inventions and creative content can be crucial to ~~fulfill~~economic ~~the~~growth ~~job~~and ~~requirements~~business development as traditional capital, goods, and services.

~~Available~~I.P. ~~Information~~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.

~~All~~These ~~reports~~Intellectual-Property ofBitcoin ~~the~~ATM ~~Company~~IP ~~filed~~Guidelines ~~with the SEC~~ are ~~available~~designed ~~free~~to ofbe ~~charge~~helpful ~~through~~to ~~the~~a ~~SEC’s~~wide ~~Web~~range ~~site~~of atbusinesses ~~www.sec.gov.~~involved Inin ~~addition,~~ the ~~public~~Bitcoin ~~may~~ATM ~~read~~industry, ~~and~~including ~~copy~~ATM ~~materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street~~manufacturers, ~~N.E.~~banks, ~~Washington,~~and ~~D.C.~~non-bank ~~20549.~~Bitcoin ~~The~~ATM ~~public~~operators ~~may~~and ~~also~~are ~~obtain~~suitable ~~additional~~to ~~information~~be ontailored ~~the~~to ~~operation~~deal ofmore ~~the~~specifically ~~Public~~with ~~Reference~~particular ~~Room~~segments byof ~~calling~~ the ~~Commission~~Bitcoin atATM ~~1-800-SEC-0330~~supply chain.

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.

They are also suitable for adoption as the basis of an I.P. compliance certification, whether voluntary or mandatory, in the Bitcoin ATM industry.

Also, these Guidelines are intended to be a “living document” capable of evolving to respond to the challenges of new technologies and globalization, and political and economic trade pressures. Like the intellectual property system more generally, these Guidelines are intended as a balanced approach that respects the legitimate interests of I.P. rights owners, other stakeholders as well as the Bitcoin ATM business community.

I.P. guidelines are compliant with U.S. Antitrust Laws and regulations.

Research published by Statista.com indicates that the number of Bitcoin ATMs worldwide grew by every passing month since 2015, reaching new highs in 2021. As of January 1, 2021, there were nearly 14,000 Bitcoin ATMs worldwide. As far as Bitcoin ATMs are concerned, there are two main types of such ATMs: the basic ones, allowing the users only to purchase Bitcoins, and more complex ones, enabling the users both to buy and sell the virtual money. In the case of complex ATMs, only the members of a particular ATM producer can use the ATM. As of July 2020, the leading manufacturers of the Bitcoin ATMs were Genesis Coin and General Bytes, with 34.6 percent and 30.3 percent of the market share, respectively. The highest number of Bitcoin ATMs was recorded in the United States as of July 2020. In total, approximately 83 percent of global ATMs were concentrated in North America.

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EMPLOYEES AND CONSULTANTS

As of April 30, 2021, the Company has a total of 3 full-time/part-time employees and consultants throughout the various subsidiaries. None of our employees are covered by a collective bargaining agreement, and management believes its relationship with our employees is good.

The Company utilizes a number of consultants to provide periodic work requirements. When workflow demands a fulltime or justifiable part-time employee the Company hires the appropriate person to fulfill the job requirements.

Available Information

All reports of the Company filed with the SEC are available free of charge through the SEC’s Web site at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

ITEM 1. A. RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider the following risk factors as well as other information contained herein, including our financial statements and the related notes. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us. If any of the following risks occur, our business, financial condition or results of operations could materially and adversely affected. In that case, the trading price of our securities could decline, and you may lose some or all of your investment.

RISK RELATED TO OUR BUSINESS AND INDUSTRY

We have incurred losses in the past and cannot assure you that we will achieve or maintain profitable operations.

As of April 30, ~~2020~~2021, we had an accumulated deficit of $1321,~~149~~176,~~659~~122. Our accumulated deficit is primarily due to, among other reasons, the establishment of our business infrastructure and operations, stock-based compensation expenses and increases in our marketing expenditures to grow sales. For the year ended April 30, ~~2020~~2021, we had net loss of $38,~~883~~026,~~988~~463 compared to a net loss of $3,~~057~~883,~~241~~988 for the year ended April 30, ~~2019~~2020. We cannot assure you that we will generate operating profits now or in the immediate future, or be able to on, a sustainable basis, continue to expand our infrastructure, further develop our marketing efforts and otherwise implement our growth initiatives.

We make product and investment decisions that may not prioritize short-term financial results.

We frequently make product and investment decisions that may not prioritize short-term financial results if we believe that the decisions are consistent with our mission and improve our financial performance over the long term. We may introduce changes to existing services, or introduce new stand-alone services, that direct our customers away from our current services. We are also investing in new products and services, and we may not successfully monetize such experiences. We also may take steps that result in limiting distribution of products and services in the short term in order to attempt to ensure the availability of our products and services to users over the long term. These decisions may not produce the long-term benefits that we expect, in which case our customer growth and our business results of operations could be harmed.

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We face intense competition and our failure to compete effectively could have a material adverse effect on our business, results of operations and financial condition.

Some of our current and potential competitors may have significantly greater resources or better competitive positions in certain product segments, geographic regions or user demographics than we do. These factors may allow our competitors to respond more effectively than us to new or emerging technologies and changes in market conditions. We believe that some of our users are aware of and actively engaging with other services similar to, or as a substitute for, our services, and we believe that some of our users have reduced their use of and engagement with our product in favor of these other services. In the event that our users increasingly engage with other services, we may not experience the anticipated growth, or see a decline, in use and engagement in key user demographics or more broadly, in which case our business would likely be harmed.

engage with other services, we may not experience the anticipated growth, or see a decline, in use and engagement in key user demographics or more broadly, in which case our business would likely be harmed.

Our competitors may develop products, features, or services that are like ours or that achieve greater acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies.

We believe that our ability to compete effectively depends upon many factors both within and beyond our control, including:

· the popularity, usefulness, ease of use, performance, and reliability of our services compared to our competitors'’ services;; · the size and composition of our user base;; · the engagement of our users with our products and competing services;; · the timing and market acceptance of services, including developments and enhancements to our or our competitors'’ services;; · our ability to distribute our services to new and existing users;; · our ability to monetize our services;; · the frequency, size, format, quality, and relative prominence of the ads displayed by us or our competitors;; · customer service and support efforts;; · marketing and selling efforts, including our ability to measure the effectiveness of our ads and to provide marketers with a compelling return on their investments;; · our ability to establish and maintain developers'’ interest in building mobile and web applications that integrate with Facebook and our other services;; · our ability to establish and maintain publisher interest in integrating their content with Facebook and our other services;; · changes mandated by legislation, regulatory authorities, or litigation, including settlements and consent decrees, some of which may have a disproportionate effect on us;; · acquisitions or consolidation within our industry, which may result in more formidable competitors;; · our ability to attract, retain, and motivate talented employees, particularly software engineers, designers, and product managers;; · our ability to cost-effectively manage and grow our operations;; and · our reputation and brand strength relative to those of our competitors.

If we are not able to compete effectively, our user base and level of user engagement may decrease, we may become less attractive to developers and marketers, and our revenue and results of operations may be materially and adversely affected.

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Credit card payment processors and merchant account pose a risk.

We accept credit cards as a means of payment for the sale of our services. If we are unable to find suitable providers or an alternative method of payment for our customers, our cash-flow will be constrained and our sales may be affected which may have a material adverse effect on our performance, financial condition and results of operations.

Our costs are continuing to grow, which could harm our business and profitability.

Operating our business is costly, and we expect our expenses to continue to increase in the future as we broaden our products and services, and as these services and products increase, the amount of customer support and management needed increases. The development of new products and services, expanding our technical infrastructure, and the hiring of additional personnel will add cost to our expanding operations. We expect to continue to invest in our global efforts and other initiatives, which may not have clear paths to monetization. We may also be subject to increased costs in order to obtain and attract third-party content or to facilitate the distribution of our services. Any investments may not be successful, and any such increases in our costs may adversely affect our business and profitability.

If we are unable to protect our intellectual property, the value of our brands and other intangible assets may be diminished, and our business may be adversely affected.

We rely and expect to continue to rely on a combination of confidentiality, assignment, and license agreements with our employees, consultants, and third parties with whom we have relationships, as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect our proprietary rights. In the United States and internationally, we have filed various applications for protection of certain aspects of our intellectual property. Third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us, and pending and future trademark and patent applications may not be approved. In addition, effective intellectual property protection may not be available in every country in which we operate or intend to operate our business. In any or all these cases, we may be required to expend significant time and expense in order to prevent infringement or to enforce our rights. Although we have generally taken measures to protect our proprietary rights, there can be no assurance that others will not offer products or concepts that are substantially like ours and compete with our business. Any of these events could have an adverse effect on our business and financial results.

for protection of certain aspects of our intellectual property. Third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us, and pending and future trademark and patent applications may not be approved. In addition, effective intellectual property protection may not be available in every country in which we operate or intend to operate our business. In any or all these cases, we may be required to expend significant time and expense in order to prevent infringement or to enforce our rights. Although we have generally taken measures to protect our proprietary rights, there can be no assurance that others will not offer products or concepts that are substantially like ours and compete with our business. Any of these events could have an adverse effect on our business and financial results.

We plan to continue to make acquisitions, which could harm our financial condition or results of operations and may adversely affect the price of our common stock.

As part of our business strategy, we have made and intend to continue to make acquisitions to add specialized employees and complementary companies, products, or technologies. We may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all. In some cases, the costs of such acquisitions may be substantial. There is no assurance that we will receive a favorable return on investment for these or other acquisitions.

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We may pay substantial amounts of cash or incur debt to pay for acquisitions, which could adversely affect our liquidity. The incurrence of indebtedness would also result in increased fixed obligations, increased interest expense, and could also include covenants or other restrictions that would impede our ability to manage our operations. We may also issue equity securities to pay for acquisitions, which could increase our expenses, adversely affect our financial results, and result in dilution to our stockholders. In addition, any acquisitions we announce could be viewed negatively by customers, shareholders, or investors, which may adversely affect our business or the price of our common stock.

In the future, we may use shares of preferred stock as consideration in connection with acquisitions. However, we may not be able to issue shares of preferred stock because companies that we are interested in acquiring may not agree to accept shares that carry no voting rights, or for other reasons. Companies that we seek to acquire may also demand more shares in exchange for accepting such stock as consideration. In such instances, we may need to pay cash, issue common stock as consideration, or issue a relatively greater number of shares of preferred stock to consummate the acquisitions.

We may also discover liabilities or deficiencies associated with the companies or assets we acquire that were not identified in advance, which may result in significant unanticipated costs. The effectiveness of our due diligence review and our ability to evaluate the results of such due diligence are dependent upon the accuracy and completeness of statements and disclosures made or actions taken by the companies we acquire or their representatives, as well as the limited amount of time in which acquisitions are executed. In addition, we may fail to accurately forecast the financial impact of an acquisition transaction, including tax and accounting charges. Acquisitions may also result in our recording of significant additional expenses to our results of operations and recording of substantial finite-lived intangible assets on our balance sheet upon closing. Any of these factors may adversely affect our financial condition or results of operations.

We may not be able to successfully integrate our acquisitions, and we may incur significant costs to integrate and support the companies we acquire.

The integration of acquisitions requires significant time and resources, and we may not manage these processes successfully. Our ability to successfully integrate complex acquisitions is unproven, particularly with respect to companies that have significant operations or that develop products where we do not have prior experience. We cannot assure you that these investments will be successful. If we fail to successfully integrate the companies we acquire, we may not realize the benefits expected from the transaction and our business may be harmed.

If our goodwill or finite-lived intangible assets become impaired, we may be required to record a significant charge to earnings.

We review our finite- lived intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable, such as a decline in stock price and market capitalization. We test goodwill for impairment at least annually. If such goodwill or finite- lived intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or finite- lived intangible assets is determined, which would negatively affect our results of operations.

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In addition, some members of our management do not have significant experience managing a large global business operation, so our management may not be able to manage such growth effectively. To effectively manage our growth, we must continue to improve our operational, financial, and management processes and systems and to effectively expand, train, and manage our employee base. As our organization continues to grow, and we are required to implement more complex organizational management structures, we may find it increasingly difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and launch new and innovative products. This could negatively affect our business performance.

We have ~~significant~~plans ~~international operations and plan~~ to continue expanding our operations abroad where we have limited operating experience, and this may subject us to increased business and economic risks that could affect our financial results.

We may enter new international markets where we have limited or no experience in marketing, selling, and deploying our services. Our services are generally available globally through the web and on mobile, but some or all our services or functionality may not be available in certain markets due to legal and regulatory complexities. We also outsource certain operational functions to third-party vendors globally. If we fail to deploy, manage, or oversee our international operations successfully, our business may suffer. In addition, we are subject to a variety of risks inherent in doing business internationally, including:

· political, social, or economic instability;; · risks related to legal, regulatory, and other government scrutiny applicable to U.S. companies with sales and operations in foreign jurisdictions, including with respect to privacy, tax, law enforcement, content, trade compliance, intellectual property, and terrestrial infrastructure matters;; · potential damage to our brand and reputation due to compliance with local laws, including potential censorship or requirements to provide user information to local authorities;; · fluctuations in currency exchange rates and compliance with currency controls;; · foreign exchange controls and tax regulations that might prevent us from repatriating cash earned in countries outside the United States or otherwise limit our ability to move cash freely, and impede our ability to invest such cash efficiently;; · higher levels of credit risk and payment fraud;; · enhanced difficulties of integrating any foreign acquisitions;; · burdens of complying with a variety of foreign laws;; · reduced protection for intellectual property rights in some countries;; · difficulties in staffing, managing, and overseeing global operations and the increased travel, infrastructure, and legal compliance costs associated with multiple international locations;; · compliance with the U.S. Foreign Corrupt Practices Act, and similar laws in other jurisdictions;; and · compliance with statutory equity requirements and management of tax consequences.

If we are unable to expand internationally and manage the complexity of our global operations successfully, our financial results could be adversely affected.

The Company has entered into indemnification agreements with the officers and directors and we may be required to indemnify our Directors and Officers, which could create significant losses for the Company.

We have authority under Puerto Rico law to indemnify our directors and officers to the extent provided in that statute. Our Articles of Incorporation require the Company to indemnify each of our directors and officers against liabilities imposed upon them (including reasonable amounts paid in settlement) and expenses incurred by them regarding any claim made against them or any action, suit or proceeding to which they may be a party by reason of their being or having been a director or officer of the company. We currently do not maintain officer'’s and director'’s liability insurance coverage. Consequently, any judgment against our Officers and Directors, the Company will be forced to pay. We have entered into indemnification agreements with each of our officers and directors containing provisions that may require us, among other things, to indemnify our officers and directors against certain liabilities that may arise because of their status or service as officers or directors (other than liabilities arising from willful misconduct of a culpable nature) and to advance their expenses incurred because of any proceeding against them as to which they could be indemnified. Management believes that such indemnification provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers. We are subject to claims arising from disputes with employees, vendors and other third parties in the normal course of business. These risks may be difficult to assess or quantify and their existence and magnitude may remain unknown for substantial periods of time. If the plaintiffs in any suits against us were to successfully prosecute their claims, or if we were to settle such suits by making significant payments to the plaintiffs, our operating results and financial condition would be harmed. In addition, our organizational documents require us to indemnify our senior executives to the maximum extent permitted by Puerto Rico law. If our senior executives were named in any lawsuit, our indemnification obligations could magnify the costs of these suits.

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RISK ASSOCIATED WITH CRYPTOCURRENCY & BLOCKCHAIN INDUSTRY

We have an evolving business model that will require significant resources, and our upcoming business model may not develop as we project.

As blockchain technology becomes more widely available and utilized, we expect the services and products associated with them to evolve and, as a result our contemplated blockchain consulting business will have to continue to evolve. Distributed ledger technology is relatively new, and we believe that it will take significant resources to become a competitive provider of consulting services relating to the application of distributed ledger technology. Future additions and modifications to our business will increase the complexity of our business and may place significant strain on our management, personnel, and operations.

If we do not keep pace with technological changes, our blockchain consulting business, when developed, may not become competitive and/or our competitors may develop and market similar products that receive greater market acceptance.

The market for blockchain technology and any related consulting services is characterized by rapid technological change, frequent product and service innovation and evolving industry standards. As a result, our contemplated blockchain consulting business must be able to keep pace with this rapidly developing and competitive marketplace. There can be no assurance that we will be able to successfully grow our contemplated blockchain consulting business.

We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest, and similar matters.

Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the Nasdaq Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, and audit committee oversight. We have not yet adopted any of these corporate governance measures and, since our securities are not yet listed on a national securities exchange, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

If we are unable to retain our staff, our business and results of operations could be harmed.

Our ability to develop our blockchain consulting business is largely dependent on the services of certain executive officers and other employees and contractors which assist such individuals in management and operation of the business (collectively, “Key Personnel”). If we are unable to retain Key Personnel and to attract qualified senior management on terms satisfactory to us, our business will be adversely affected. We do not have key man life insurance covering the life of any executive officers and, even if we are able to afford such a key man policy, our coverage levels may not be sufficient to offset any losses we may suffer as a result of the loss of any Key Personnel.

We may acquire stakes in businesses and enter joint ventures that will expose us to increased operating risks.

As part of our growth strategy, we intend to enter joint venture arrangements intended to complement or expand our business and will likely continue to do so in the future. These joint ventures are subject to substantial risks and liabilities associated with their operations, as well as the risk that our relationships with our joint venture partners fail in the manner that we can’t anticipate.

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Current and future litigation could adversely affect us.

We, along with certain directors and/or officers of the Company may become subject to other legal proceedings in our ordinary course of business. Such legal proceedings involve substantial costs, including the costs associated with investigation, litigation and possible settlement, judgment, penalty or fine. As a smaller company, the collective costs of litigation proceedings represent a drain on our cash resources, as well as an inordinate amount of our management’s time and attention. Moreover, an adverse ruling in respect of certain litigation could have a material adverse effect on our results of operation and financial condition.

We may face competition and, if we are not able to effectively compete in our markets, our revenues may decrease.

Competitive pressures in our markets could adversely affect our competitive position, leading to a possible loss of customers or a decrease in prices, either of which could result in decreased revenues and profits. Though the market sectors in which we compete are new, our competitors are numerous, and the recent increase in popularity of such market sectors only creates more competition. New or current competitors may have significantly greater capital resources than us, and our business could be adversely affected because of increased competition from such competitors.

We are in the development stage, are not generating revenue in our continuing operations, and have a limited operating history in providing consulting services.

The Company is in the development stage and faces all the risks and uncertainties associated with a new and unproven business. Our future is based on an unproven business plan with no historical facts to support projections and assumptions. The Company was founded in March 2017 and has limited history of providing blockchain consulting services. The Company is not currently generating revenues and cannot guarantee when it expects to generate revenue. Investors should understand that an investment in a start-up business is significantly riskier than an investment in a business with any significant operating history. There can be no assurance that the Company will ever achieve revenues or profitability. The Company’s operations are subject to all of the risks inherent in the establishment of a new business enterprise. The likelihood of our success must be considered in light of the challenges, expenses and delays frequently encountered in connection with the operation of a pre-revenue business. Our lack of a significant and relevant operating history makes it difficult to predict future operating results.

If our remedial measures are insufficient to address material weaknesses and we are unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results, timely file our periodic reports, maintain our reporting status or prevent fraud.

Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement new or improved controls, or if we experience difficulties in their implementation, our business and financial results could be harmed and we could fail to meet our financial reporting obligations.

Under standards established by the Public Company Accounting Oversight Board, a material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, detected or corrected on a timely basis. If the enhanced controls implemented to remediate and address the material weaknesses are not designed or do not operate effectively, if we are unsuccessful in implementing or following these processes, if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, or we are otherwise unable to remediate the material weaknesses, this may result in untimely or inaccurate reporting of our financial results.

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We may be forced to cease operations or take actions that result in the dissolution of the Company.

It is possible that, due to any number of reasons, including, but not limited to, regulations that decrease interests in or inhibit the growth of Blockchain technology, the inability by the Company to maintain its competitiveness among companies operating in similar market sectors, the failure of commercial relationships, or intellectual property ownership challenges, the Company may no longer be viable to operate and the Company may dissolve or take actions that result in a dissolution event.

RISKS ASSOCIATED WITH OUR COMMON STOCK

The market price of our common stock has been and may continue to be volatile or may decline regardless of the Company’s operating performance, and you may not be able to resell your shares at or above the initial public offering price and the price of our common stock may fluctuate significantly.

Since the commencement of trading of our common stock on the OTC Markets, the market price of our common stock has been volatile and fluctuates widely in price in response to various factors, which are beyond our control. Since the commencement of trading of our common stock on the OTC Markets, the price of our common stock went from $0.02 per share to almost $0.90 per share. The price of the stock as of fiscal year ending April 30, ~~2020~~2021, was trading at $0.~~0266~~11 per share. We attribute this large fluctuation especially on the industry that we operate in. Management believes that when the industry is doing well, we believe our stock price will benefit but when the industry is experiencing a downturn, we will not be immune from the decline.

Furthermore, we must note that the price of our common stock is not necessarily indicative of our operating performance or long-term business prospects. In addition, the securities markets have from time -to -time experienced significant price and volume fluctuations that are unrelated to the operating performance of companies. These market fluctuations may also materially and adversely affect the market price of our common stock. Factors such as the following could cause the market price of our common stock to fluctuate substantially:

Volatility in our common stock price may subject us to securities litigation.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities to us and could divert our management’s attention and resources from managing our operations and business.

The Company may issue more shares in connection with future mergers or acquisitions, which could result in substantial dilution to existing shareholders.

Our Certificate of Incorporation authorizes the issuance of 2,000,000,000 shares of common stock. Any future merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then- current stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a future business combination or otherwise, dilution to the interests of our stockholders will occur, and the rights of the holders of common stock could be materially and adversely affected.

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We do not anticipate paying cash dividends for the foreseeable future, and therefore investors should not buy our stock if they wish to receive cash dividends.

We have not paid dividends in the past and do not expect to pay dividends for the foreseeable future, and any return on investment may be limited to potential future appreciation on the value of our common stock.

We currently intend to retain any future earnings to support the development and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after considering various factors, including without limitation, our financial condition, operating results, cash needs, growth plans, and the terms of any credit agreements that we may be party to at the time. To the extent we do not pay dividends, our stock may be less valuable because a return on investment will only occur if and to the extent our stock price increases, which may never occur. In addition, investors must rely on sales of their common stock after price appreciation as the only way to realize their investment, and if the price of our stock does not appreciate, then there will be no return on investment. Investors seeking cash dividends should not purchase our common stock.

Our common stock may be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.

Our common stock is a “penny stock.” It does not qualify for one of the exemptions from the definition of “penny stock” under Section 3a51-1 of the Exchange Act. Our common stock is a “penny stock” because it meets one or more of the following conditions (i) the stock trades at a price less than $5.00 per share;; (ii) it is not traded on a “recognized” national exchange or (iii) it is not quoted on the NASDAQ Global Market or has a price less than $5.00 per share. The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock are subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9 promulgated under the Securities Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor's account. Moreover, Rule 15g-9 requires broker- dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.;

(ii)reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

FINRA sales practice requirements may limit a shareholder’s ability to buy and sell our common shares.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

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Rule 144 sales in the future may have a depressive effect on the company's stock price as an increase in supply of shares for sale, with no corresponding increase in demand will cause prices to fall.

All of the outstanding shares of common stock held by the present officers, directors, and affiliate stockholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act of 1933 and as required under applicable state securities laws. Rule 144 provides in essence that a person who is an affiliate or officer or director who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a Company's issued and outstanding common stock. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months if the Company is a current reporting company under the Securities Exchange Act of 1934. A sale under Rule 144 or under any other exemption from the Securities Act of 1933, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

Future issuances of shares for various considerations including working capital and operating expenses will increase the number of shares outstanding which will dilute existing investors and may have a depressive effect on the company's stock price.

There may be substantial dilution to our shareholders purchasing in future offerings as a result of future decisions of the Board to issue shares without shareholder approval for cash, services, payment of debt or acquisitions.

There may in all likelihood be little demand for shares of our common stock and as a result investors may be unable to sell at or near ask prices or at all if they need to liquidate their investment.

There may be little demand for shares of our common stock on the OTC Bulletin Board, or OTC Markets.com, meaning that the number of persons interested in purchasing our common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that it is a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if the Company came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of any of our Securities until such time as it became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in the Company's securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on the securities price. We cannot give investors any assurance that a broader or more active public trading market for the Company's common securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities of the Company.

non-existent. This situation is attributable to a number of factors, including the fact that it is a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if the Company came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of any of our Securities until such time as it became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in the Company's securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on the securities price. We cannot give investors any assurance that a broader or more active public trading market for the Company's common securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities of the Company.

Public disclosure requirements and compliance with changing regulation of corporate governance pose challenges for our management team and result in additional expenses and costs which may reduce the focus of management and the profitability of our company.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated thereunder, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. public markets. Our management team will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

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SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.

ITEM 1. B. UNRESOLVED STAFF COMMENTS

Not Applicable

ITEM 2. PROPERTIES

CORPORATE HEADQUARTERS

We currently lease our corporate office facilities in Puerto Rico through a ~~register~~registered agent service. Our lease expires on December 31, ~~2020~~2021.

In addition to corporate headquarters, we maintain an office in Athens, Greece for international intellectual property rights for Europe, Middle East, and Africa, where applicable. The facilities are co-located in the operations of our paid Consultants and all rent cost are incorporated in our payments to the Consultants.

ITEM 3. LEGAL PROCEEDINGS

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.

~~The~~ITEM ~~Company subsidiary, Grow Contractors, Inc~~4., ~~along~~MINE ~~with~~SAFETY the Company and its officers was sued by APEX Management, LLC and Apex Operations, LLC (the “Solaris” project) for the return of approximately $600,000 in cash paid for services they allege were never providedDISCLOSURES. We have countersued for the payment of approximately $425,000 in services provided that have not yet been paid for. In addition, we have sued both Michael Sassano and Ronald Sassano individually for their roles in the alleged actions. The cases were settled in August 2020, which results have been reflected in this annual filing. The case files were sealed by the state and federal courts for the protection of all parties.

~~The~~Not ~~company subsidiary, NYAcres, has filed a lawsuit against FarmOn! Foundation, Tessa Edick (our former NYACres CEO), and multiple FarmOn! Foundation board members~~applicable. We are seeking enforcement of the agreement entered into by FarmOn! Foundation and Tessa Edick. The Company has invested approximately $900,000 into this venture and has harvested 28,000 hemp plants from approximately 13 acres of land. A condition to the agreement was that FarmOn! Foundation would obtain permission for both NYAcres and FarmOn! Foundation to grow Hemp through the New York state requirement process. FarmOn! Foundation obtain the license solely in their name. We have made massive improvement to the land, acquired equipment, and had various hemp seeds in inventory when FarmOn! Foundation removed NYAcres from the site. We believe FarmOn! Foundation has utilized our hemp seeds to plant its current crop in production. FarmOn! Foundation sought dismissal of the lawsuit and won. The Company elected to not appeal the outcome.

~~ITEM~~18 4.Table ~~MINE~~of ~~SAFETY DISCLOSURES.~~Contents

~~Not~~PART ~~applicable.~~II

18ITEM ~~Table~~5. ofMARKET ~~Contents~~FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.

~~PART~~MARKET IIINFORMATION

~~ITEM~~Our 5common stock is quoted on the OTC Markets under the symbol BOTS. ~~MARKET~~The ~~FOR~~following ~~REGISTRANT’S~~table ~~COMMON~~sets ~~EQUITY~~forth for the periods indicated the range of high and low bid quotations per share as reported by the OTCQB. The quotations reflect inter-dealer prices, ~~RELATED~~without ~~STOCKHOLDER~~retail ~~MATTERS~~mark-up, ~~AND~~markdown ~~ISSUER~~or ~~PURCHASES~~commission, OFand ~~EQUITY~~may ~~SECURITIES~~not represent actual transactions.

MARKET INFORMATION

Period	High		Low
May 1, 2019, through July 31, 2019	$	0.08	$	0.05
August 1, 2019, through October 31, 2019	$	0.07	$	0.03
November 1, 2019, through January 31, 2020	$	0.08	$	0.02
February 1, 2020, through April 30, 2020	$	0.09	$	0.03
May 1, 2020, through July 31, 2020	$	0.04	$	0.02
August 1, 2020, through October 31, 2020	$	0.05	$	0.03
November 1, 2020, through January 31, 2021	$	0.05	$	0.04
February 1, 2021, through April 30, 2021	$	0.20	$	0.05

~~Our common stock is quoted on the OTC Markets under the symbol BOTS.~~ The ~~following~~closing ~~table~~price ~~sets forth for the periods indicated the range~~ of ~~high~~our ~~and~~common ~~low~~stock ~~bid quotations per share~~ as reported byon the ~~OTCQB.~~OTC ~~The~~Marketplace ~~quotations~~was ~~reflect~~$0.11 ~~inter-dealer~~on ~~prices,~~April ~~without retail mark-up~~30, ~~markdown or commission, and may not represent actual transactions~~2021.

Period	High		Low
May 1, 2018 through July 31, 2018	$	0.358	$	0.214
August 1, 2018 through October 31, 2019	$	0.336	$	0.223
November 1, 2018 through January 31, 2019	$	0.261	$	0.149
February 1, 2019 through April 30, 2019	$	0.178	$	0.070
May 1, 2019 through July 31, 2019	$	0.075	$	0.051
August 1, 2019 through October 31, 2019	$	0.070	$	0.030
November 1, 2019 through January 31, 2020	$	0.077	$	0.020
February 1, 2020 through April 30, 2020	$	0.088	$	0.025

HOLDERS

~~The~~As ~~closing~~of ~~price~~April 30, 2021, there were approximately 166 owners of record for our common stock. asThis ~~reported~~does not include an indeterminate number of stockholders whose shares may be held by brokers in street name. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the ~~OTCQB~~common ~~Marketplace~~stock ~~was~~have $0no preemptive rights and no right to convert their common stock into any other securities.~~0266~~ onThere ~~April~~is ~~30,~~no ~~2020~~redemption or sinking fund provisions applicable to the common stock.

~~HOLDERS~~Transfer Agent and Registrar

AsOur ofindependent ~~August 15, 2020, there were approximately 56 owners of record for our common~~ stock. ~~This~~transfer ~~does~~agent ~~not~~is ~~include~~Securities anTransfer ~~indeterminate~~Corporation, ~~number~~2901 ~~of stockholders whose shares may be held by brokers in street name~~N. ~~The~~ ~~holders~~Dallas ofParkway, ~~common~~STE ~~stock~~380, ~~are~~Plano, ~~entitled~~TX to75093 ~~one~~Telephone: ~~vote~~(469) for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There is no redemption or sinking fund provisions applicable to the common stock.633-0101

~~Transfer Agent and Registrar~~DIVIDENDS

~~Our~~We ~~independent~~have never paid or declared any cash dividends on our common stock. ~~transfer~~We ~~agent~~currently isintend ~~Island~~to ~~Stock~~retain ~~Transfer~~all available funds and any future earnings to fund the expansion of our business, ~~15500~~and ~~Roosevelt~~we ~~Blvd~~do not anticipate paying any cash dividends for the foreseeable future following this offering. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, ~~Suite~~results ~~301Clearwater~~of operations, FLcapital ~~33760~~requirements ~~Telephone:~~and ~~(727)~~other ~~289-0010~~factors that our board of directors deems relevant. In addition, the terms of any future debt or credit facility may preclude us from paying dividends.

~~DIVIDENDS~~19 Table of Contents

WeSECURITIES ~~have~~AUTHORIZED ~~never~~FOR ~~paid~~ISSUANCE orUNDER ~~declared~~EQUITY ~~any~~COMPENSATION cash dividends on our common stock. We currently intend to retain all available funds and any future earnings to fund the expansion of our business, and we do not anticipate paying any cash dividends for the foreseeable future following this offering. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements and other factors that our board of directors deems relevant. In addition, the terms of any future debt or credit facility may preclude us from paying dividends.PLANS

19Under ~~Table~~its Year 2016 Stock Option Plan (the “Plan”), the Company grants stock options for a fixed number of ~~Contents~~shares to employees and directors with an exercise price equal to the fair market value of the shares at the date of grant.

~~SECURITIES~~Options ~~AUTHORIZED~~granted ~~FOR~~under ~~ISSUANCE~~the ~~UNDER~~Plan ~~EQUITY~~are ~~COMPENSATION~~exercisable ~~PLANS~~at the exercise price of grant and, subject to termination of employment, expire five years from the date of issue, are not transferable other than on death, and vest in monthly installments commencing at various times from the date of grant. A summary of the Company’s stock option plan as of April 30, 2021, is presented below:

Under its Year 2016 Stock Option Plan (the “Plan”), the Company grants stock options for a fixed number of shares to employees and directors with an exercise price equal to the fair market value of the shares at the date of grant.

			Shares
Options outstanding at May 1, 2020			11,550,000
Granted in FY 2020			-
Forfeited in FY 2020			-
Exercised in FY 2020			-
Options outstanding at April 30, 2020			11,550,000
Options outstanding at May 1, 2020			11,550,000
Granted in FY 2021			-
Forfeited in FY 2021			-
Exercised in FY 2021			-
Options outstanding at April 30, 2021			11,550,000
Options exercisable at April 30, 2021			11,550,000

~~Options~~There ~~granted under the Plan~~ are ~~exercisable~~currently ~~at the exercise price of grant and~~11, ~~subject to termination of employment~~550,000 ~~expire~~unissued ~~five~~options ~~years~~under ~~from~~ the ~~date~~2016 ofStock ~~issue,~~Option ~~are not transferable other than on death, and vest in monthly installments commencing at various times from the date of grant~~Plan. ~~A summary of the Company’s stock option plan as of April 30, 2020 is presented below:~~

	Shares
Options outstanding at May 1, 2018		12,225,000
Granted in FY 2019		-
Forfeited in FY 2019		-
Exercised in FY 2019		675,000
Options outstanding at April 30, 2019		11,550,000
Options outstanding at May 1, 2019		11,550,000
Granted in FY 2020		-
Forfeited in FY 2020		-
Exercised in FY 2020		-
Options outstanding at April 30, 2020		11,550,000
Options exercisable at April 30, 2020		11,550,000

RECENT SALES OF UNREGSTERED SECURITIES

~~There~~In ~~are~~the ~~currently~~year 24ended April 30,~~576~~ 2020,~~830~~ ~~unissued~~we ~~options~~issued ~~under~~an aggregate of 4,750,000 shares of common stock valued at approximately $181,040 for professional services. In addition, the ~~2016~~Company ~~Stock~~issued ~~Option~~2,600,000 ~~Plan~~common shares for investments in the amount of $650,000. Furthermore, we issued 2,300,000 in a legal settlement valued at $190,900.

~~RECENT~~In ~~SALES~~the OFyear ~~UNREGSTERED~~ended ~~SECURITIES~~April 30, 2021, we issued an aggregate of 155,500,000 shares of common stock valued at $4,008,000 for professional services. In addition, the Company issued 100,000,000 shares of common stock and 30,000,000 shares of preferred stock for acquisition valued at $3,000,000. Finally, we issued 15,000,000 shares of common stock for debt owed valued at $375,000.

InThe issuance of such shares of our common stock was effected in reliance on the ~~year~~exemptions ~~ended~~for ~~April~~sales ~~30,~~of ~~2020~~securities not involving a public offering, weas ~~issued~~set anforth ~~aggregate~~in Rule 506 promulgated under the Securities Act of 41933,~~750,000~~ ~~shares~~as ofmended ~~common~~(the ~~stock~~“Securities ~~valued~~Act”) atand ~~approximately~~in ~~$181~~Section 4(2) of the Securities Act,~~040~~ ~~for~~based ~~professional~~on ~~services.~~the Infollowing: ~~addition~~the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the ~~Company~~Securities ~~issued~~Act 2and had such background,~~600,000~~ ~~common~~education ~~shares~~and ~~for~~experience ~~investments~~in financial and business matters as to be able to evaluate the merits and risks of an investment in the ~~amount~~securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were “restricted securities” for purposes of ~~$650,000.~~the ~~Furthermore~~Securities Act, weand ~~issued~~agreed ~~2,300,000~~to transfer such securities only in a ~~legal~~transaction ~~settlement~~registered ~~valued~~under atthe ~~$190,900.~~Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

In20 ~~the~~Table ~~year ended April 30, 2019, we issued an aggregate~~ of 100,000 shares of common stock valued at approximately $28,890 for professional services to Jessica Gomez. In addition, the Company issued 5,416,551 common shares to Michael Hawkins through a reduction of accounts payable in the amount of $135,414 under his warrant agreement. We issued 596,249 shares through a cashless exercise of the 2016 Stock Option Plan to multiple individuals. We issued 12,450,987 shares of common stock in the acquisition of CBJ Distributing for a total value of $3,734,051. We cancelled 4,050,000 shares of common stock originally issued under a subscription agreement through the 2016 Stock Option Plan. The subscription agreement was unpaid, and the parties agreed to cancel the stock. Contents

~~The~~ISSUER ~~issuance~~PURCHASES ofOF ~~such~~EQUITY shares of our common stock was effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act of 1933, as mended (the “Securities Act”) and in Section 4(2) of the Securities Act, based on the following: the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.SECURITIES

~~20 Table of Contents~~None.

~~ISSUER~~ITEM ~~PURCHASES~~6. OFSELECTED ~~EQUITY~~FINANCIAL ~~SECURITIES~~DATA.

~~None~~We are a smaller reporting company and therefore, we are not required to provide information required by this Item of Form 10-K.

ITEM 67. ~~SELECTED~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ~~DATA.~~CONDITION AND RESULTS OF OPERATION

WeManagement’s ~~are~~Discussion aand ~~smaller~~Analysis ~~reporting~~of ~~company~~Results of Financial Condition and ~~therefore~~Results of Operations (“MD&A”) should be read in conjunction with the financial statements included herein. Further, wethis ~~are~~MD&A ~~not~~should ~~required~~be read in conjunction with the Company’s Financial Statements and Notes to ~~provide~~Financial ~~information~~Statements ~~required~~included byin this ~~Item~~Annual ofReport on Form 10-K for the years ended April 30, 2021 and 2020, as well as the “Business” and “Risk Factors” sections within this Annual Report on Form 10-K. The Company's financial statements have been prepared in accordance with United States generally accepted accounting principles.

~~ITEM~~Management’s 7Discussion and Analysis may contain various “forward looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. ~~MANAGEMENT'S~~ ~~DISCUSSION~~Certain ~~AND~~statements ~~ANALYSIS~~included OFin ~~FINANCIAL~~this ~~CONDITION~~Form ~~AND~~10-K, ~~RESULTS~~including, OFwithout ~~OPERATION~~limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to “anticipates”, “believes”, “plans”, “expects”, “future” and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company’s business and any changes in current accounting rules, all of which may be beyond the control of the Company. The Company has adopted the most conservative recognition of revenue based on the most astringent guidelines of the SEC. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.

~~Management’s~~Undue ~~Discussion~~reliance ~~and Analysis of Results of Financial Condition and Results of Operations (“MD&A”)~~ should benot ~~read in conjunction with the financial statements included herein. Further, this MD&A should~~ be ~~read~~placed ~~in conjunction with the Company’s Financial Statements and Notes to Financial Statements included in this Annual Report~~ on ~~Form~~these 10forward-Klooking ~~for the years ended April 30~~statements, ~~2020~~which ~~and~~speak ~~2019,~~only as ~~well~~of as the ~~“Business”~~date ~~and~~hereof. ~~“Risk~~We ~~Factors”~~undertake ~~sections~~no ~~within~~obligation ~~this~~to ~~Annual~~update ~~Report~~these ~~on Form 10~~forward-~~K. The~~looking ~~Company's financial~~ statements ~~have been prepared in accordance with United States generally accepted accounting principles~~.

~~Management’s~~Any ~~Discussion~~future ~~and~~equity ~~Analysis~~financing ~~may~~will ~~contain~~cause ~~various~~existing ~~“forward~~shareholders ~~looking~~to ~~statements”~~experience ~~within~~dilution ~~the meaning~~ of ~~Section~~their ~~21E~~interest ofin ~~the~~our ~~Securities~~Company. ~~Exchange~~In ~~Act of 1934, as amended, regarding future events or~~ the ~~future~~event ~~financial~~we ~~performance~~are ofnot ~~the~~successful ~~Company that involve risks and uncertainties. Certain statements included~~ in ~~this~~raising ~~Form~~additional ~~10-K~~financing, ~~including,~~we ~~without~~anticipate ~~limitation,~~that ~~statements~~we ~~related~~will ~~to anticipated cash flow sources and uses, and words including but~~ not ~~limited~~be able to ~~“anticipates”,~~proceed ~~“believes”,~~with ~~“plans”,~~our ~~“expects”,~~business ~~“future”~~plan. ~~and~~In ~~similar~~such ~~statements~~a ~~or expressions~~case, ~~identify~~we ~~forward~~may ~~looking~~decide ~~statements.~~to ~~Any~~discontinue ~~forward-looking~~our ~~statements~~current ~~herein~~business ~~are~~plan ~~subject to certain risks~~ and ~~uncertainties~~seek inother ~~the Company’s~~ business ~~and~~opportunities ~~any changes~~ in ~~current accounting rules, all of which may be beyond~~ the ~~control~~resource ~~of the Company~~sector. ~~The~~Any ~~Company~~business ~~has~~opportunity ~~adopted~~would ~~the~~require ~~most~~our ~~conservative~~management ~~recognition of revenue based on the most astringent guidelines of the SEC. Management will elect additional changes~~ to ~~revenue~~perform ~~recognition~~diligence ~~to comply with the most conservative SEC recognition~~ on apossible ~~forward going accrual basis as the model is replicated with other similar markets (i~~acquisitions.~~e. SBDC). The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.~~

~~Undue~~During ~~reliance~~this ~~should~~period, ~~not~~we bewill ~~placed~~need onto ~~these~~maintain ~~forward-looking~~our ~~statements,~~periodic ~~which~~filings ~~speak~~with ~~only~~the asappropriate ofregulatory ~~the~~authorities ~~date~~and ~~hereof~~will incur legal and accounting costs. WeIn ~~undertake~~the event no ~~obligation~~other such opportunities are available, and we cannot raise additional capital to ~~update~~sustain ~~these~~operations, ~~forward-looking~~we ~~statements~~may be forced to discontinue business. We do not have any specific alternative business opportunities in mind and have not planned for any such contingency.

~~Any~~The ~~future~~Company's ~~equity~~MD&A ~~financing~~is ~~will~~comprised ~~cause~~of ~~existing~~significant ~~shareholders~~accounting toestimates ~~experience~~made ~~dilution of their interest~~ in ~~our Company. In~~ the ~~event~~normal wecourse ~~are~~of ~~not~~its ~~successful in raising additional financing~~operations, weoverview ~~anticipate~~of ~~that~~the weCompany's ~~will not be able to proceed with our~~ business ~~plan.~~conditions, Inresults ~~such~~of ~~a case~~operations, weliquidity ~~may~~and ~~decide~~capital toresources ~~discontinue our current business plan~~ and ~~seek~~contractual ~~other business opportunities in the resource sector~~obligations. ~~Any business opportunity would require our management to perform diligence on possible acquisitions.~~

~~During~~The ~~this~~discussion ~~period,~~and weanalysis ~~will~~of ~~need~~the toCompany’s ~~maintain~~financial ~~our~~condition ~~periodic~~and ~~filings~~results ~~with~~of ~~the~~operations ~~appropriate~~is ~~regulatory~~based ~~authorities~~upon ~~and~~its ~~will~~financial ~~incur~~statements, ~~legal~~which ~~and~~have been prepared in accordance with generally accepted accounting ~~costs.~~principles Ingenerally ~~the~~accepted ~~event~~in nothe ~~other~~United ~~such~~States ~~opportunities~~(or ~~are~~"GAAP"). ~~available,~~The ~~and~~preparation weof ~~cannot~~those ~~raise~~financial ~~additional~~statements ~~capital~~requires us to ~~sustain~~make ~~operations,~~estimates weand ~~may~~judgments bethat ~~forced~~affect tothe ~~discontinue~~reported ~~business.~~amount Weof doassets ~~not~~and ~~have~~liabilities ~~any~~at ~~specific~~the ~~alternative~~date ~~business~~of ~~opportunities~~its infinancial ~~mind~~statements. ~~and~~Actual ~~have~~results ~~not~~may ~~planned~~differ ~~for~~from ~~any~~these ~~such~~estimates ~~contingency~~under different assumptions or conditions.

~~The~~21 ~~Company's~~Table ~~MD&A is comprised~~ of significant accounting estimates made in the normal course of its operations, overview of the Company's business conditions, results of operations, liquidity and capital resources and contractual obligations. Contents

The discussion and analysis of the Company’s financial condition and results of operations is based upon its financial statements, which have been prepared in accordance with generally accepted accounting principles generally accepted in the United States (or "GAAP"). The preparation of those financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities at the date of its financial statements. Actual results may differ from these estimates under different assumptions or conditions.OVERVIEW

21Blockchain ~~Table~~and ofCryptocurrencies ~~Contents~~Generally

~~OVERVIEW~~We are in the process of transitioning into the blockchain and robotics automation industries.

~~Blockchain~~Distributed blockchain technology is a decentralized and encrypted ledger that is designed to offer a secure, efficient, verifiable, and permanent way of storing records and other information without the need for intermediaries. Cryptocurrencies ~~Generally~~serve multiple purposes. They can serve as a medium of exchange, store of value or unit of account. Examples of cryptocurrencies include: bitcoin, bitcoin cash, and litecoin. Blockchain technologies are being evaluated for a multitude of industries due to the belief in their ability to have a significant impact in many areas of business, finance, information management, and governance.

~~Distributed~~Cryptocurrencies ~~blockchain~~are ~~technology~~decentralized iscurrencies athat ~~decentralized~~enable ~~and~~near ~~encrypted~~instantaneous ~~ledger~~transfers. ~~that~~Transactions isoccur ~~designed~~via an open source, cryptographic protocol platform which uses peer-to-peer ~~offer~~technology ato ~~secure,~~operate ~~efficient~~with no central authority. The online network hosts the public transaction ledger, ~~verifiable~~known as the blockchain, and ~~permanent~~each ~~way~~cryptocurrency ofis ~~storing~~associated ~~records~~with ~~and~~a ~~other~~source ~~information~~code ~~without~~that comprises the ~~need~~basis for ~~intermediaries.~~the ~~Cryptocurrencies serve~~cryptographic ~~multiple~~and ~~purposes.~~algorithmic ~~They~~protocols ~~can~~governing ~~serve~~the asblockchain. In a ~~medium~~cryptocurrency network, every peer has its own copy of ~~exchange~~the blockchain, ~~store~~which contains records of ~~value~~every orhistorical ~~unit~~transaction - effectively containing records of all account balances. ~~Examples~~Each ofaccount ~~cryptocurrencies~~is ~~include:~~identified ~~bitcoin,~~solely ~~bitcoin~~by ~~cash~~its unique public key (making it effectively anonymous) and is secured with its associated private key (kept secret, like a password). The combination of private and ~~litecoin~~public cryptographic keys constitutes a secure digital identity in the form of a digital signature, providing strong control of ownership. ~~Blockchain~~

~~technologies~~No ~~are~~single ~~being~~entity ~~evaluated~~owns ~~for~~or operates the network. The infrastructure is collectively maintained by a ~~multitude~~decentralized ofpublic ~~industries~~user ~~due~~base. As the network is decentralized, it does not rely on either governmental authorities or financial institutions to create, transmit or determine the ~~belief~~value of the currency units. Rather, the value is determined by market factors, supply and demand for the units, the prices being set in ~~their~~transfers ~~ability~~by tomutual ~~have~~agreement aor ~~significant~~barter ~~impact~~among transacting parties, as well as the number of merchants that may accept the cryptocurrency. Since transfers do not require involvement of intermediaries or third parties, there are currently little to no transaction costs in ~~many~~direct ~~areas~~peer-to-peer transactions. Units of ~~business~~cryptocurrency can be converted to fiat currencies, ~~finance~~such as the US dollar, ~~information~~at ~~management~~rates determined on various exchanges, such as Cumberland, Coinsquare (in Canada), Coinbase, Bitsquare, Bitstamp, and ~~governance~~others. Cryptocurrency prices are quoted on various exchanges and fluctuate with extreme volatility.

~~Cryptocurrencies~~We ~~are~~believe ~~decentralized~~cryptocurrencies ~~currencies~~offer ~~that~~many ~~enable~~advantages ~~near~~over ~~instantaneous transfers. Transactions occur via an open source~~traditional, ~~cryptographic~~fiat ~~protocol platform which uses peer-to-peer technology to operate with no central authority. The online network hosts the public transaction ledger~~currencies, ~~known~~although asmany the blockchain, and each cryptocurrency is associated with a source code that comprises the basis for the cryptographic and algorithmic protocols governing the blockchain. In a cryptocurrency network, every peer has its own copy of ~~the~~these ~~blockchain,~~factors ~~which~~also ~~contains~~present ~~records~~potential ofdisadvantages ~~every historical transaction - effectively containing records of all account balances. Each account is identified solely by its unique public key (making it effectively anonymous)~~ and ismay ~~secured~~introduce ~~with~~additional ~~its associated private key (kept secret~~risks, ~~like a password). The combination of private and public cryptographic keys constitutes a secure digital identity in the form of a digital signature, providing strong control of ownership.~~including:

No· ~~single~~acting ~~entity~~as ~~owns or operates the network. The infrastructure is collectively maintained by~~ a ~~decentralized~~fraud ~~public user base. As the network is decentralized~~deterrent, itas ~~does~~cryptocurrencies ~~not~~are ~~rely~~digital onand ~~either~~cannot ~~governmental~~be ~~authorities~~counterfeited or ~~financial~~reversed ~~institutions~~arbitrarily ~~to create, transmit or determine the value of the currency units. Rather, the value is determined~~ by ~~market~~a ~~factors,~~sender; ~~supply~~· ~~and~~immediate ~~demand~~settlement; ~~for~~· ~~the~~elimination ~~units, the prices being set in transfers by mutual agreement or barter among transacting parties, as well as the number~~ of ~~merchants~~counterparty ~~that~~risk; ~~may~~· ~~accept~~no ~~the~~trusted ~~cryptocurrency.~~intermediary ~~Since~~required; ~~transfers~~· dolower ~~not~~fees; ~~require~~· ~~involvement~~identity oftheft ~~intermediaries~~prevention; or· ~~third~~accessible ~~parties,~~by ~~there~~everyone; ~~are~~· ~~currently little to no transaction costs in direct peer-to-peer~~ transactions. ~~Units~~are ofverified ~~cryptocurrency~~and ~~can~~protected bethrough ~~converted~~a toconfirmation ~~fiat currencies~~process, ~~such~~which asprevents the USproblem ~~dollar,~~of atdouble ~~rates~~spending; ~~determined~~· ondecentralized ~~various~~– ~~exchanges,~~no ~~such~~central asauthority ~~Cumberland,~~(government ~~Coinsquare~~or ~~(in~~financial ~~Canada~~institution),; ~~Coinbase, Bitsquare, Bitstamp,~~ and ~~others.~~· ~~Cryptocurrency~~recognized ~~prices~~universally ~~are~~and ~~quoted~~not onbound ~~various~~by ~~exchanges~~government ~~and~~imposed ~~fluctuate~~or ~~with~~market ~~extreme~~exchange ~~volatility~~rates.

We22 ~~believe~~Table ~~cryptocurrencies offer many advantages over traditional, fiat currencies, although many~~ of ~~these factors also present potential disadvantages and may introduce additional risks, including:~~Contents

~~· acting as a fraud deterrent~~However, as cryptocurrencies ~~are~~may ~~digital~~not ~~and~~provide ~~cannot~~all ~~be counterfeited or reversed arbitrarily by a sender; · immediate settlement; · elimination~~ of counterparty risk; · no trusted intermediary required; · lower fees; · identity theft prevention; · accessible by everyone; · transactions are verified and protected through a confirmation process, which prevents the ~~problem~~benefits ofthey ~~double~~purport ~~spending;~~to ·offer ~~decentralized~~at –all ~~no central authority (government~~ or ~~financial~~at ~~institution);~~any ~~and · recognized universally and not bound by government imposed or market exchange rates~~time.

22Bitcoin ~~Table~~was first introduced in 2008 and was first introduced as a means of ~~Contents~~exchange in 2009. Bitcoin is a consensus network that enables a new payment system and a completely new form of digital money. It is the first decentralized peer-to-peer payment network that is powered by its users with no central authority or middlemen. From a user perspective, we believe bitcoin can be viewed as cash for the Internet. The bitcoin network shares a public ledger called the “blockchain.” This ledger contains every transaction ever processed, allowing a user's computer to verify the validity of each transaction. The authenticity of each transaction is protected by digital signatures corresponding to the sending addresses, allowing all users to have full control over sending bitcoins currency rewards from their own bitcoin addresses. In addition, anyone can process transactions using the computing power of specialized hardware and earn a reward in bitcoins for this service. This process is often called “mining.”

~~However~~As with many new and emerging technologies, there are potentially significant risks. Businesses (including the Company) which are seeking to develop, promote, adopt, transact or rely upon blockchain technologies and cryptocurrencies ~~may~~have a limited track record and operate within an untested new environment. These risks are not ~~provide~~only ~~all~~related to the businesses the Company pursues, but the sector and industry as a whole, as well as the entirety of the ~~benefits~~concept ~~they~~behind ~~purport~~blockchain and cryptocurrency as value. Factors such as access to ~~offer~~computer atprocessing ~~all~~capacity, orinterconnectivity, atelectricity ~~any~~cost, ~~time~~environmental factors (such as cooling capacity) and location play an important role in “mining,” which is the term for using the specialized computers in connection with the blockchain for the creation of new units of cryptocurrency.

~~Bitcoin~~The ~~was~~Company ~~first~~is ~~introduced~~engaged in ~~2008 and was first introduced as a means of exchange in 2009. Bitcoin is a consensus network that enables a new payment system and a completely new form of digital money. It is~~ the ~~first~~business decentralized peer-to-peer payment network that is powered by its users with no central authority or middlemen. From a user perspective, we believe bitcoin can be viewed as cash for the Internet. The bitcoin network shares a public ledger called the “blockchain.” This ledger contains every transaction ever processed, allowing a user's computer to verify the validity of ~~each transaction. The authenticity of each transaction is protected by~~ digital ~~signatures~~cryptocurrency ~~corresponding~~development to the sending addresses, allowing all users to have full control over sending bitcoins currency rewards from their own bitcoin addresses. In addition, anyone can process transactions using the computing power of specialized hardware and ~~earn~~blockchain ~~a reward in bitcoins for this service~~development. ~~This process is often called “mining.”~~

AsMore ~~with~~regulations ~~many~~expected new and emerging technologies, there are potentially significant risks. Businesses (including the Company) which are seeking to develop, promote, adopt, transact or rely upon blockchain technologies and cryptocurrencies have a limited track record and operate within an untested new environment. These risks are not only related to the businesses the Company pursues, but the sector and industry as a whole, as well as the entirety of the concept behind blockchain and cryptocurrency as value. Factors such as access to computer processing capacity, interconnectivity, electricity cost, environmental factors (such as cooling capacity) and location play an important role in “mining,” which is the term for using the specialized computers in connection with the blockchain for the creation of new units of cryptocurrency.

~~The~~2019 ~~Company~~revealed isa ~~engaged~~growing awareness on the part of federal agencies that cryptocurrency (and technology in general) is beginning to become less a component of society and more of the ~~business~~core element of it. The Federal Reserve revealed recently the U.S. central bank is mulling over a potential digital analogue for the greenback. Meanwhile, the Internal Revenue Service has firmed up its guidance on reporting cryptocurrency ~~development~~transactions ~~and~~for ~~blockchain~~the ~~development~~coming tax season.

~~The~~Now ~~Halvening~~with one of the biggest and most controversial tech companies in the world getting in on the cryptocurrency game, the cryptocurrency industry will likely see local and national governments pay closer attention to the digital currencies, for good or ill. For his part, Benzinga sees the current outlook on guidance and regulations in cryptocurrency as mostly benign.

~~The~~While most ~~concrete~~of ~~event that will take place in 2020 is~~ the ~~bitcoin~~current ~~halving~~legislation inhas ~~May~~been encouraging, ~~which~~ongoing ~~will~~experiments ~~reduce~~may ~~the~~cut ~~number~~both ofways ~~bitcoins rewarded~~ for ~~successfully mining a block in~~ the ~~digital~~larger ~~ledger~~cryptocurrency ~~by half, from 12~~market.5 toSupportive ~~6.25~~regulations ~~BTC.~~like ~~Even~~those ~~though~~highlighted itby ~~sounds~~Alex ~~dramatic,~~promise ~~it’s~~to ~~happened~~foster ~~twice~~growth ~~before,~~ and ~~each~~increase ~~event~~transparency ~~saw~~throughout ~~some~~the ~~interesting price action~~industry. InOn the ~~months~~other ~~surrounding the 2012 halving~~hand, ~~bitcoin~~highly ~~price~~restrictive ~~went~~regulations ~~from~~like ~~less~~those ~~than~~coming ~~$10~~out toof ~~more~~China ~~than~~could ~~$100~~mean ~~while~~increased inturmoil ~~2016~~for ~~the~~digital ~~currency surged from $400 before the halving to more than twice that by the end of the year~~assets.

At its face, halving introduces new scarcity to the market and bitcoin traders are already anticipating similar supply-side price growth as the past two halvings. However, traders shouldn’t forget that demand is also necessary in driving price. As bitcoin mining becomes less lucrative, the number of miners competing for a block will fall as will the hash rate necessary for mining until an equilibrium is reached. Of course, expectations might be all that’s required to see an effect. “There are arguments for and against a price increase, the main argument against it being that the majority of people are expecting it,” said Alex Lindenmeyer- industry veteran and co-founder of cryptocurrency tracking and tax software company Accointing. “What I know for certain is that there will be a lot of volatility due to speculation.” The ~~halving~~Market is aimed at stabilizing the supply of bitcoins as it approaches full saturation and there are no more bitcoins to be mined. After that, well, bitcoins may become rarer and more valuable than gold, or Satoshi Nakamoto could create more bitcoins to be mined so the coin’s price can continue to be moderated, or it could gradually lose value to more abundant or practical digital currencies like Bitcoin Cash, which forked off from the original Bitcoin in 2017 for just that purpose. Ultimately, the world’s first cryptocurrency still needs to decide whether its scarcity alone defines its value.Consolidations

~~Facebook~~Turmoil ~~Cryptocurrency~~might ~~Libra~~be a characteristic feature lower on the cryptocurrency food chain. Because, despite flattening in 2018 as the price of bitcoin fell, the number of cryptocurrencies in the market surged to more than 2300 through 2019, according to the latest account from CoinMarketCap. Unfortunately, fewer than a third of coins trade more than $100,000 of volume in a day. Meanwhile, more than a third are valued at less than a tenth of a penny. The result is that there are more coins in the cryptocurrency market now than ever before, but the total amount of capital has flatlined throughout 2019. While a potential upswing in cryptocurrency interest from mainstream finance might contribute to a subsequent increase of capital, it’s unlikely to trickle down to the very smallest coins. What’s more, as greater scrutiny comes to the market, regulatory burdens and increased transparency among the larger players will likely root out those just trying to make quick coin. In any case, the market has probably reached a saturation point, and the number of available coins is likely to grow through 2021.

~~The~~Crypto ~~flipside of this is libra, the asset-backed stablecoin that Facebook announced earlier this year, although it won’t be available until at least the summer of 2020, if~~ and ~~when~~Fintech itHook clears the necessary regulatory hurdles. In any event, a lot of uncertainties remain about the new stablecoin that has backing from the likes of Uber, Vodafone, Coinbase and even a member of the Kushner family. Part of these uncertainties prompted other interested parties like Mastercard, eBay, and PayPal Holdings, to bow out of the cryptocurrency altogether.Up

23The ~~Table~~overarching theme of ~~Contents~~all of these trends is that cryptocurrency is growing up, becoming mainstream and finally finding actual use cases, rather than just hypothetical ones. With the introduction of Libra, the problem isn’t explaining why cryptocurrency will be valuable and necessary soon but making it valuable and necessary now — do or die. There are obviously questions about how transactions will be implemented across an array of ledgers or how anonymized transactions can be regulated. Part of this will come in the consolidation of the industry and the continued struggle for interoperability between wallets and ledgers. However, most of these questions will likely be answered by whoever tries first, and financial technology companies are by far the most eager to fill that role.

~~However,~~23 ~~the~~Table ~~one certainty around libra is that it will have a potential user base~~ of nearly 170 million in the United States alone. Thanks to Facebook’s omnipresence, their adoption of Libra and its associated Calibra wallet will mean that users of the social network, many of whom have never touched a cryptocurrency, might suddenly be paying their Uber drivers with the stuff.Contents

~~Accointing’s~~This ~~co-founder~~necessity ~~viewed~~of ~~the~~innovation ~~issue~~has asbeen aan ~~matter~~evident oftrend ~~bringing~~throughout anmajor ~~air~~areas of ~~legitimacy~~the to cryptocurrency, ~~saying, “Stablecoins are hugely important to the space~~market. ~~For~~Libra ~~adoption,~~itself it is ~~important~~(or towas) bestacked ~~able~~with tomembers ~~easily~~from ~~switch~~various ~~between~~fintech acompanies. ~~store~~Meanwhile, offintech ~~value~~unicorns like Plaid and aChime ~~stable~~have ~~currency~~reached ~~you~~their ~~can~~valuations ~~use~~largely ~~daily.~~from ~~Furthermore~~investments ~~[libra]~~by ~~will~~companies ~~broaden~~in the ~~understanding~~finance ~~that~~industry ~~money~~like ~~doesn’t~~Visa ~~have~~and toGoldman ~~come~~Sachs ~~from~~Group ~~countries.~~that ~~Alone,~~are ~~the~~curious ~~discussion~~about ~~around~~digital ~~libra~~assets, ~~this~~but ~~year~~terrified ~~just~~of ~~got~~the ~~people~~uncertainty ~~thinking~~that ~~about~~surrounds ~~cryptocurrencies~~them.”

~~Depending~~RESULTS onOF how well this model is adopted - and pending the already massive scrutiny from government regulators - libra could well mark the point at which cryptocurrency goes mainstream, and other tech and finance companies will certainly follow.OPERATIONS

~~More~~Critical ~~regulations~~Accounting ~~expected~~Policies

~~2019~~Our ~~revealed~~discussion aand ~~growing~~analysis ~~awareness~~of onour ~~the~~financial ~~part~~condition ofand ~~federal~~results ~~agencies~~of ~~that~~operations ~~cryptocurrency~~are ~~(and~~based ~~technology~~upon inour ~~general)~~financial isstatements, ~~beginning~~which tohave ~~become~~been ~~less~~prepared ain ~~component~~accordance ofwith ~~society~~accounting ~~and~~principles ~~more~~generally ofaccepted in the ~~core~~United ~~element~~States. The preparation of ~~it.~~these ~~The~~financial ~~Federal~~statements ~~Reserve~~requires ~~revealed~~us ~~recently~~to ~~the~~make ~~U.S.~~estimates ~~central~~and ~~bank~~judgments isthat ~~mulling~~affect ~~over~~the areported ~~potential~~amounts ~~digital~~of ~~analogue~~assets, ~~for~~liabilities, ~~the~~revenues ~~greenback~~and expenses. ~~Meanwhile,~~On ~~the~~an ~~Internal~~ongoing ~~Revenue~~basis, ~~Service~~we ~~has~~evaluate ~~firmed~~our upestimates, ~~its~~including ~~guidance~~those onrelated ~~reporting~~to ~~cryptocurrency~~uncollectible ~~transactions~~receivables, ~~for~~inventory ~~the~~valuation, ~~coming~~deferred ~~tax~~compensation ~~season~~and contingencies.

~~Now~~We ~~with~~base ~~one~~our ofestimates ~~the~~on ~~biggest~~historical performance and ~~most~~on ~~controversial~~various ~~tech~~other ~~companies~~assumptions inthat ~~the~~we ~~world~~believe ~~getting~~to inbe onreasonable ~~the~~under ~~cryptocurrency game,~~ the ~~cryptocurrency~~circumstances. ~~industry~~These ~~will~~estimates ~~likely~~allow ~~see~~us ~~local~~to ~~and~~make ~~national~~judgments ~~governments~~about ~~pay closer attention to~~ the ~~digital~~carrying ~~currencies,~~values ~~for~~of ~~good~~assets orand ~~ill.~~liabilities ~~For~~that ~~his~~are ~~part,~~not ~~Benzinga~~readily ~~sees~~apparent ~~the~~from ~~current~~other ~~outlook on guidance and regulations in cryptocurrency as mostly benign~~sources.

~~While~~We ~~most~~believe of the ~~current~~following ~~legislation~~accounting ~~has~~policies ~~been~~are ~~encouraging,~~our ~~ongoing~~critical ~~experiments~~accounting ~~may~~policies ~~cut~~because ~~both~~they ~~ways~~are ~~for~~important to the ~~larger~~portrayal ~~cryptocurrency~~of ~~market.~~our ~~Supportive~~financial ~~regulations~~condition ~~like~~and ~~those~~results ~~highlighted~~of byoperations, ~~Alex~~and ~~promise~~they torequire ~~foster~~critical ~~growth~~management judgments and ~~increase~~estimates ~~transparency~~about ~~throughout~~matters ~~the~~that ~~industry~~may be uncertain. OnIf ~~the~~actual ~~other~~results ~~hand,~~or ~~highly~~events ~~restrictive~~differ ~~regulations~~materially ~~like~~from those ~~coming~~contemplated ~~out~~by ofus ~~China~~in ~~could~~making ~~mean~~these ~~increased~~estimates, ~~turmoil~~our reported financial condition and results of operations for ~~digital~~future ~~assets~~periods could be materially affected.

~~The~~Revenue ~~Market~~Recognition ~~Consolidations~~Policies

~~Turmoil~~Revenues ~~might~~are bepresented anet ~~characteristic~~of ~~feature lower on the cryptocurrency food chain~~discounts. ~~Because~~In general, ~~despite~~we ~~flattening~~recognize inrevenue ~~2018~~when as(i) ~~the~~persuasive ~~price~~evidence of ~~bitcoin~~an ~~fell~~arrangement exists, ~~the~~(ii) ~~number~~delivery ofhas ~~cryptocurrencies~~occurred inor ~~the~~services ~~market~~have ~~surged~~been rendered to ~~more~~the ~~than 2300 through 2019~~customer, ~~according~~(iii) to the ~~latest~~fee ~~account~~is ~~from~~fixed ~~CoinMarketCap.~~or ~~Unfortunately~~determinable, ~~fewer~~and ~~than~~(iv) acollectability ~~third~~is ofreasonably ~~coins~~assured. ~~trade~~Where ~~more~~arrangements ~~than~~have ~~$100,000~~multiple ~~of volume in a day. Meanwhile~~elements, ~~more~~revenue ~~than a third are valued at less than a tenth of a penny. The result~~ is ~~that~~allocated ~~there~~to ~~are~~the ~~more~~elements ~~coins~~based inon the ~~cryptocurrency~~relative ~~market~~selling ~~now~~price ~~than~~method ~~ever~~and ~~before,~~revenue ~~but~~is ~~the~~recognized ~~total~~based ~~amount~~on ofour ~~capital~~policy ~~has~~for ~~flatlined~~each ~~throughout~~respective ~~2019~~element. ~~While~~We agenerate ~~potential~~revenue ~~upswing~~primarily ~~in cryptocurrency interest~~ from ~~mainstream~~sales ~~finance might contribute to a subsequent increase~~ of ~~capital, it’s unlikely to trickle down to~~ the ~~very~~electronic ~~smallest coins. What’s more~~cigarettes, ascomponents ~~greater~~for ~~scrutiny~~electronic ~~comes~~cigarettes ~~to the market, regulatory burdens~~ and ~~increased~~related ~~transparency among the larger players will likely root out those just trying to make quick coin~~accessories. InWe ~~any~~recognize ~~case,~~revenue ~~the~~when ~~market has probably reached a saturation point, and~~ the ~~number~~product ~~of available coins~~ is ~~unlikely to grow through 2020~~shipped.

~~Crypto~~Amounts ~~and~~billed ~~Fintech~~or ~~Hook~~collected Upin excess of revenue recognized are recorded as deferred revenue.

The ~~overarching~~Company ~~theme~~measures ofconstruction ~~all~~revenue ofas ~~these~~a ~~trends~~Cost-type iscontract ~~that~~in ~~cryptocurrency~~accordance iswith ~~growing~~ASC up605, ~~becoming~~which ~~mainstream~~discusses ~~and~~accounting ~~finally~~for ~~finding~~performance ~~actual~~of ~~use~~construction ~~cases,~~contracts. ~~rather~~The ~~than~~Company ~~just~~recognizes ~~hypothetical~~revenue ~~ones.~~on ~~With~~a ~~the~~cost-plus ~~introduction of Libra~~basis, ~~the~~provisions ~~problem~~for ~~isn’t~~reimbursable ~~explaining~~costs ~~why~~(which ~~cryptocurrency~~are ~~will~~generally bespelled ~~valuable~~out ~~and~~in ~~necessary~~the ~~soon~~contract), ~~but~~overhead ~~making~~recovery itpercentages, ~~valuable~~ and ~~necessary now — do or die~~fees. ~~There~~A ~~are~~fee ~~obviously~~may ~~questions~~be ~~about~~a ~~how~~fixed ~~transactions~~amount ~~will~~or bea ~~implemented~~percentage ~~across an array~~ of ~~ledgers~~reimbursable costs or ~~how~~an ~~anonymized~~amount ~~transactions~~based ~~can~~on beperformance ~~regulated~~criteria. ~~Part~~Generally, ofpercentage ~~this~~fees ~~will~~may ~~come~~be inaccrued ~~the~~as ~~consolidation of~~ the ~~industry~~related ~~and~~costs ~~the~~are ~~continued~~incurred, ~~struggle~~since ~~for~~they ~~interoperability~~are ~~between~~a ~~wallets~~percentage ~~and ledgers. However, most~~ of ~~these~~costs ~~questions will likely be answered by whoever tries first~~incurred, and ~~financial~~profits ~~technology~~therefore ~~companies~~ are byrecognized ~~far~~as ~~the~~costs ~~most~~are ~~eager to fill that role~~incurred.

24Our ~~Table~~operating ofresults ~~Contents~~for the years ended April 30, 2021, and 2020 are summarized as follows:

This necessity of innovation has been an evident trend throughout major areas of the cryptocurrency market. Libra itself is (or was) stacked with members from various fintech companies. Meanwhile, fintech unicorns like Plaid and Chime have reached their valuations largely from investments by companies in the finance industry like Visa and Goldman Sachs Group that are curious about digital assets, but terrified of the uncertainty that surrounds them.

	For the year ended April 30,
	2021			2020
Sales	$	-		$	115
Total Cost of Sales		-			-
Gross Profit		-			-
Total operating expenses		4,205,939			718,386
Income (Loss) from operations		(4,205,939	)		(718,386	)

~~RESULTS~~24 OFTable ~~OPERATIONS~~of Contents

~~Critical Accounting Policies~~Revenue

Our ~~discussion~~revenue ~~and~~from ~~analysis~~continuing ~~of our financial condition and results of~~ operations ~~are~~for ~~based~~the ~~upon~~year ~~our~~ended ~~financial~~April ~~statements~~30, ~~which~~2021 ~~have~~was ~~been~~$0 ~~prepared~~compared ~~in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us~~ to ~~make~~$115, ~~estimates~~a ~~and~~decrease ~~judgments that affect the reported amounts~~ of ~~assets,~~$115 ~~liabilities,~~or ~~revenues and expenses. On an ongoing basis~~100%, wefrom ~~evaluate~~the ~~our~~year ~~estimates,~~ended ~~including~~April ~~those related to uncollectible receivables~~30, ~~inventory valuation, deferred compensation and contingencies~~2020.

WeCost 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~~Goods ~~and liabilities that are not readily apparent from other sources.~~Sold

WeOur ~~believe~~cost ~~the~~of ~~following~~goods ~~accounting~~sold ~~policies~~for ~~are~~the ~~our~~year ~~critical~~ended ~~accounting~~April ~~policies~~30, ~~because~~2021 ~~they~~was ~~are~~$0 ~~important~~compared to ~~the~~$0 ~~portrayal~~for ofthe ~~our~~year ~~financial~~ended ~~condition~~April ~~and~~30, ~~results of operations and they require critical management judgments and estimates about matters that may be uncertain~~2021. If ~~actual~~There ~~results~~were orno ~~events~~sales ~~differ materially from those contemplated by us~~ in ~~making~~year ~~these~~ending ~~estimates~~April 30, ~~our~~2020 ~~reported~~therefore ~~financial~~cost ~~condition and results~~ of ~~operations~~goods ~~for~~sold ~~future~~remained ~~periods~~the ~~could be materially affected~~same.

~~Revenue~~Gross ~~Recognition Policies~~Profit

~~Revenues~~Our ~~are~~gross ~~presented~~profit ~~net~~for ofthe ~~discounts.~~year Inended ~~general,~~April ~~we recognize revenue when (i) persuasive evidence of an arrangement exists~~30, ~~(ii)~~2021 ~~delivery~~was ~~has~~$0 ~~occurred~~compared ~~or services have been rendered~~ to ~~the~~$115 ~~customer,~~for ~~(iii)~~ the ~~fee~~year isended ~~fixed~~April ~~or determinable~~30, ~~and (iv) collectability is reasonably assured~~2020. ~~Where~~The ~~arrangements~~decrease ~~have~~in ~~multiple~~gross ~~elements,~~profits ~~revenue~~ is ~~allocated~~due to ~~the~~no ~~elements~~sales ~~based on the relative selling price method and revenue is recognized based on our policy for each respective element. We generate revenue primarily~~ from ~~sales~~fiscal ofyear ~~the~~ending ~~electronic~~April ~~cigarettes~~30, ~~components for electronic cigarettes and related accessories~~2020. ~~We recognize revenue when the product is shipped.~~

~~Amounts~~Operating ~~billed or collected in excess of revenue recognized are recorded as deferred revenue.~~Expenses

~~The~~Our ~~Company~~operating ~~measures~~expenses ~~construction~~increased ~~revenue~~by ~~as a Cost-type contract in accordance with ASC 605~~$3,487,553 ~~which~~to ~~discusses accounting for performance of construction contracts. The Company recognizes revenue on a cost-plus basis~~$4,205,939 ~~provisions~~ for ~~reimbursable~~the ~~costs~~year ~~(which~~ended ~~are~~April ~~generally spelled out in the contract)~~30, ~~overhead recovery percentages~~2021, ~~and~~from ~~fees. A fee may be a fixed amount or a percentage of reimbursable costs or an amount based on performance criteria. Generally~~$718,386 ~~percentage~~for ~~fees may be accrued as~~ the ~~related~~year ~~costs~~ended ~~are~~April ~~incurred~~30, ~~since they are a percentage of costs incurred, and profits therefore are recognized as costs are incurred~~2020.

~~Our~~The ~~operating~~increase ~~results~~was ~~for~~primarily ~~the~~due ~~years~~to ~~ended~~increase ~~April~~in 30stock-based compensation, ~~2020~~increasing ~~and~~from ~~2019~~$273,000 ~~are~~in ~~summarized~~2020 asto ~~follows:~~$3,900,000 in 2021.

	For the year ended April 30,
	2020			2019
Sales	$	115		$	2,315,513
Total Cost of Sales		-			2,080,021
Gross Profit		115			235,492
Total operating expenses		718,386			3,493,271
Income (Loss) from operations		(718,271	)		(3,257,779	)

Our total operating expenses for the year ended April 30, 2021 of $4,205,939 consisted of $3,900,000 of stock-based compensation, $26,414 of selling, general and administrative expenses, $29,580 in professional fees, $56,543 in marketing and advertising, and $193,402 of amortization and depreciation expenses.

25Our ~~Table~~general and administrative expenses consist of ~~Contents~~bank charges, telephone expenses, meals and entertainments, computer and internet expenses, postage and delivery, travel, rent, office supplies and other expenses.

~~Revenue~~Net Income (Loss) from Operations

Our ~~revenue~~net ~~from~~income ~~continuing~~loss ~~operations~~increased by $3,487,553 to a net loss of $4,205,939 for the year ended April 30, ~~2020~~2021 ~~was~~from ~~$115~~a ~~compared~~net toloss of $2718,~~315,513,~~386 afor ~~decrease~~the ofyear ~~$2,315,398~~ending orApril ~~approximately~~30, 992020.~~9%,~~ ~~from~~The decrease in net loss compared to the prior year ~~ended~~is ~~April~~a ~~30,~~result ~~2019. All~~of ~~revenues~~an ~~were~~increase ~~generated~~in ~~through~~operating ~~retail~~expenses ~~sales.~~of $3,487,553.

~~Cost~~25 Table of ~~Goods Sold~~Contents

~~Our~~Liquidity ~~cost~~and ofCapital ~~goods sold for the year ended April 30, 2020 was $0 compared to $2,080,021 for the year ended April 30, 2019. The decrease in cost of goods is due primarily to discontinued operations.~~ Resources

~~Gross~~Cash ~~Profit~~Requirements

~~Our~~We ~~gross~~had ~~profit~~cash ~~for~~available ~~the~~of ~~year~~$1,935 ~~ended~~as of April 30, ~~2020~~2021. ~~was~~Based ~~$115~~on ~~compared~~our ~~to $235~~revenues,~~492~~ ~~for~~cash ~~the~~on ~~year~~hand ~~ended~~and ~~April~~current ~~30,~~monthly ~~2019.~~burn ~~The~~rate, ~~gross~~the ~~profit~~company ofhas ~~$115~~enough ~~for~~cash ~~the~~to ~~year~~sustain ~~ended~~operations ~~April~~for ~~30,~~6 ~~2020~~months. ~~represents~~Without ~~approximately~~the ~~100%~~use ~~as a percentage~~ of ~~total~~stock-based ~~revenue.~~compensation ~~The~~and/or ~~gross~~the ~~profit~~raising of ~~$235~~capital,~~492~~ ~~for~~ the ~~year~~company ~~ended~~projects ~~April~~it ~~30,~~does ~~2019~~not ~~represents~~have ~~approximately~~enough ~~10.2%~~capital asto asustain ~~percentage~~operations offor ~~total~~a ~~revenue.~~period ~~This~~of ~~decrease~~approximately in the ~~gross~~next ~~profit~~12 ~~is primarily attributed to discontinued operations~~months.

~~Operating~~Sources ~~Expenses~~and Uses of Cash

~~Our operating expenses decreased by $2,774,885 to $718,386 for the year ended April 30, 2020, from $3,493,271 for the year ended April 30, 2019.~~ Operations

~~The~~We ~~decrease~~used ~~was primarily due to the decreases in selling, general and administrative expenses of~~ $~~525~~84,~~278,~~809 ~~bad~~in ~~debts~~continuing ofoperating ~~$1,372,725,~~activities ~~amortization~~for ~~and~~the ~~depreciation~~year ofended ~~$117,784,~~April ~~consulting fees of $587~~30,~~653,~~ ~~in professional fees of $372~~2021,~~558,~~ ~~and~~as incompared ~~marketing~~to ~~and~~using ~~advertising of~~ $42264,~~894,~~622 ~~with~~for anthe ~~increase~~year inended ~~stock-based~~April ~~compensation of $244~~30,~~010~~ 2020.

Our total operating expenses for the year ended April 30, 2020 of $718,386 consisted of $273,000 of stock based compensation, $11,457 of selling, general and administrative expenses, $41,273 in professional fees, $190,260 in consulting fees, $30,197 in marketing and advertising, and $172,199 of amortization and depreciation expenses. Investments

~~Our~~We ~~general~~used ~~and~~$5,000 ~~administrative~~in ~~expenses~~investment ~~consist~~activities as of ~~bank~~April ~~charges~~30, ~~telephone expenses~~2021, ~~meals~~as ~~and~~compared ~~entertainments,~~to ~~computer~~cash ~~and~~received ~~internet~~in ~~expenses,~~investing ~~postage~~activities ~~and~~of ~~delivery~~$24,103 ~~travel,~~for ~~rent,~~the ~~office~~year ~~supplies~~ended ~~and~~April ~~other~~30, ~~expenses~~2020.

~~Net Income (Loss) from Operations~~Financing

~~Our~~We ~~net~~received ~~income~~$90,064 ~~loss~~in ~~decreased~~financing byactivities $2for the year ended April 30,~~539~~ 2021,~~508~~ toas acompared ~~net~~to ~~loss~~cash used of $~~718~~16,~~271~~618 for the year ended April 30, 2020. ~~from~~Our afinancing ~~net~~activities ~~loss of $3,257,779~~ for the year ending April 30, ~~2019.~~2021 ~~The~~consisted ~~decrease~~of inborrowing ~~net~~$90,064 ~~loss~~from ~~compared~~a torelated ~~the~~party. ~~prior~~Our ~~year~~financing isactivities afor ~~result~~the ofyear ~~the~~ending ~~decrease~~April in30, ~~gross~~2021 ~~profit~~consisted of borrowing $~~235~~123,~~377~~382 ~~and~~from a ~~decrease~~related inparty, ~~operating~~while ~~expenses~~paying of $2140,~~774,885~~000 in notes payable.

26Off-Balance ~~Table~~Sheet ~~of Contents~~Arrangements

~~Liquidity and Capital Resources~~None

~~Introduction~~Going Concern

~~During~~Our financial statements are prepared using generally accepted accounting principles, which contemplate the ~~year~~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 consolidated financial statements for the years ended April 30, 2021 and 2020, have been prepared assuming that we ~~utilized~~will ~~$257~~continue as a going concern,~~137~~ ~~decreasing~~which ~~our~~contemplates ~~cash~~the onrealization ~~hand~~of asassets and satisfaction of ~~April~~liabilities ~~30,~~in ~~2020~~the tonormal ~~$24,695.~~course of business.

~~Cash~~26 ~~Requirements~~Table of Contents

WeITEM ~~had cash available of $24,695 as of April 30, 2020~~7A. ~~Based~~ onQUANTITATIVE ~~our~~AND ~~revenues,~~QUALITATIVE ~~cash~~DISCLOSURES onABOUT ~~hand~~MARKET ~~and current monthly burn rate, the company has enough cash to sustain operations for 6 months~~RISK. ~~Without the use of stock based compensation and/or the raising of capital, the company projects it does not have enough capital to sustain operations for a period of approximately the next 12 months.~~

~~Sources~~We are a smaller reporting company and ~~Uses~~therefore, we are not required to provide information required by this Item of ~~Cash~~Form 10-K.

~~Operations~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

WeINDEX ~~used~~TO ~~$264,622~~FINANCIAL ~~in continuing operating activities for the year ended April 30, 2020, as compared to using $3,062,453 for the year ended April 30, 2019.~~ STATEMENTS

Investments

Consolidated Balance Sheets (Unaudited)		F-2

Consolidated Statements of Operation (Unaudited)		F-4

Consolidated Statements of Stockholders' Equity (Unaudited)		F-5

Consolidated Statements of Cash Flows (Unaudited)		F-6

Notes to Consolidated Financial Statements (Unaudited)		F-7

~~Cash~~F-1 ~~received~~Table ~~in investing activities was $24,103 for the year ended April 30, 2020, as compared to cash received in investing activities~~ of ~~$297,532 for the year ended April 30, 2019.~~ Contents

~~Financing~~BOTS, Inc.

We had net cash used by continuing financing activities of $16,618 for the year ended April 30, 2020, as compared to cash gained of $2,534,803 for the year ended April 30, 2019. Our financing activities for the year ending April 30, 2020 consisted of borrowing $123,382 from a related party, while paying $140,000 in notes payable. Our financing activities for the year ending April 30, 2019 consisted of borrowing $648,274 from a related party, borrowing $666,885 through notes payable, and ~~receiving $1,219,644 from net proceeds from issuance of stock.~~SUBSIDIARIES

~~Off-~~Consolidated Balance ~~Sheet~~Sheets ~~Arrangements~~

~~None~~(Unaudited)

Going Concern

	April 30, 2021			April 30, 2020
ASSETS
Current Assets
Cash and cash equivalents	$	1,935		$	24,695

Notes and other receivable		1,246,146			218,257

Total current assets		1,248,081			242,952

Cost basis investment		969,071			272,945
Intangible assets, net		4,569,960			400,037
Total assets	$	6,787,112		$	915,934

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	16,500		$	173,317
Due to shareholder		90,064			110,923
Other current liabilities		508,317			443,706

Total current liabilities		614,881			727,946

Total Liabilities		614,881			727,946
Stockholders' equity
Preferred stock, $0.0001 par value; 90,000,000 shares authorized; 3,350,000 and 4,350,000 shares issued and outstanding, as of April 30, 2021 and 2020, respectively.		3,335			335
Common stock, $0.0001 par value, voting; 2,000,000,000 shares authorized; 505,374,596 and 515,124,596, and outstanding, as of April 30, 2021 and 2020, respectively.		77,587			50,537
Treasury stock		(680,330	)		(680,330	)
Additional paid in capital		27,947,761			13,961,354
Accumulated deficit		(21,176,122	)		(13,149,69	)
Total stockholders' equity		6,172,231			202,237
Non-controlling interest		-			(14,249	)
Total equity		6,172,231			187,988
Total liabilities and stockholders' equity	$	6,787,112		$	915,934

~~Our~~See ~~financial~~accompanying ~~statements~~notes ~~are~~to ~~prepared~~unaudited 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 consolidated financial statements for the years ended April 30, 2020 and 2019 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.

27F-2 Table of Contents

~~ITEM~~BOTS, 7AInc. ~~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-K.~~ SUBSIDIARIES

~~ITEM~~Consolidated 8.Statements ~~FINANCIAL~~of ~~STATEMENTS AND SUPPLEMENTARY DATA.~~Operations

INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-4
Consolidated Statements of Stockholders' Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

(Unaudited)

28 Table of Contents

	For the year ended April 30,
	2021			2020
Sales	$	-		$	115
Gross Profit		-			115
Selling, general, and administrative		26,414			11,457
Professional fees		29,580			41,273
Stock based compensation		3,900,000			273,000
Marketing & advertising		56,543			30,197
Consultant fees		-			190,260

Amortization and depreciation		193,402			172,199
Total operating expenses		4,205,939			718,386
Income (Loss) from operations		(4,205,939	)		(718,386	)
Other income (expense)		47,577			-
Net income (loss) before non-controlling interest		(4,158,362	)		(718,386	)
Loss on discontinued operations		(221,840	)		(3,165,717	)
Loss from investments		(75,521	)
Net income(loss) before minority interest		(4,455,723	)		(3,883,988	)
		(3,570,740	)

Net income (loss) attributable to controlling interest	$	(8,026,463	)	$	(3,883,988	)
Basic and diluted (Loss) per share:
Income(Loss) per share from continuing operations		(0.0054	)		(0.0014	)
Income(Loss) per share		(0.0103	)		(0.0076	)
Weighted average shares outstanding - basic and diluted		760,349,938			507,071,171

~~Report~~See ofaccompanying ~~Independent~~notes ~~Registered~~to ~~Public~~unaudited ~~Accounting~~consolidated ~~Firm~~financial statements.

ToF-3 ~~the~~Table ~~Board~~ of ~~Directors and Stockholders of~~Contents

BOTS, Inc.

~~Opinion~~and ~~on the Financial Statements~~SUBSIDIARIES

WeConsolidated ~~have~~Statements ~~audited the accompanying the consolidated balance sheets~~ of ~~BOTS~~Changes ~~Inc. and its subsidiaries (“the Company”) as of April 30, 2020 and 2019 and the related statements of operations, changes~~ in ~~stockholders~~Stockholders’ ~~deficit~~Equity and cash flows, for each of the years then ended, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended April 30 2020, in conformity with generally accepted accounting principles in the United States of America.

~~Basis for Opinion~~(Unaudited)

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

																		Additional			Non-						Total Stockholders'
	Preferred Stock						Common Stock						Treasury Stock					Paid-in			Controlling			Accumulated			Equity
	Shares			Amount			Shares			Amount			Shares		Amount			Capital			Interest			Deficit			(Deficit)

Balance – April 30, 2019		4,350,000			435			515,124,596			51,512			1,700,000		(680,330	)		13,968,212			1,205,779			(10,471,451	)		4,074,158
Stock converted from preferred to common		(1,000,000	)		(100	)		10,000,000			1,000			-		-			(900	)		-			-			-
Stock issuedfor services		-			-			6,500,000			650			-		-			272,350			-			-			273,000
Stock issued for acquisitions		-			-			3,750,000			375			-		-			159,325			-			-			159,700
Stock cancelled		-			-			(30,000,000	)		(3,000	)		-		-			(417,633	)		-			-			(420,633	)
Net income(loss)		-			-			-			-			-		-			-			(1,191,530	)		(2,692,458	)	$	(3,883,988	)
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			-			-			3,003,000
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

WeSee ~~conducted~~accompanying ~~our~~notes ~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit~~ to ~~obtain~~unaudited ~~reasonable~~consolidated ~~assurance about whether the~~ financial statements ~~are free of material misstatement, whether due to error or fraud~~. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

~~Our~~F-4 ~~audits~~Table ~~included performing procedures to assess the risks~~ of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.Contents

~~Going~~BOTS, ~~Concern~~Inc.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, as of April 30, 2020, the Company has negative cash flow and there are no assurances the Company will generate a profit or obtain positive cash flow. The Company has a nominal working capital deficit, which raise substantial doubt about its ability to continue as a going concern. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.SUBSIDIARIES

~~/s/Weinstein~~Statements ~~International~~of ~~CPA~~Cash Flows

~~We have served as the Company's auditor since 2019.~~(Unaudited)

~~Tel~~For ~~Aviv~~the Year Ended April 30, ~~Israel~~

March 9, 2021

		2021			2020

Cash flows from operating activities:
Net (Loss)		(8,026,463	)	$	(3,883,988	)
Adjustments to reconcile net loss to net Cash provided by (used in) operating activities:
Depreciation and amortization		193,402			265,746
Common stock issued for services		3,900,000			273,000
Accrued Interest, Net		(54,839	)
Loss of equity method investments		-			2,799,160
Gain on sale of plant and intangible assets		-			(907,766	)
Minority Interest in earnings of subsidiaries, Net		-			(61,103	)
Effect to cash flow from discontinued operations, net		317,530			585,907
Effects in acquisitions, Net		3,546,046
Decrease (Increase) in:
Accounts receivable, net		-			77,080
Other receivables		-			402,552
Inventories		-			43,543
Prepaid expenses and other current assets		-			10,000
Accounts payable, accrued expenses and taxes payable		16,500			152,504
Deferred revenue		(21,257	)
Total adjustment to reconcile net income to net cash					3,619,366
Net cash provided In operating activities		(107,824	)		(264,622	)
Cash flows from investing activities:
Increase (Decrease) in:
Cost basis investments		-			24,103
Acquisition of property, plant and equipment		(5,000	)		-
Net cash received in investing activities		(5,000	)		24,103
Cash Flows From Financing Activities:
Borrowing from related party, net		90,064			123,382
Notes Payable		-			(140,000	)
Net Cash Provided By Financing Activities		90,064			(16,618	)
Net Change in Cash		(22,760	)		(257,137	)
Cash at Beginning of Year		24,695			281,832
Cash at End of Period		1,935			24,695

Supplemental Disclosure of Cash Flows Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash Investing and Financing Activities:
Stock issued for cannabis licenses in California		-			-
Stock issued for purchase of CBJ Distributing		-			-
Stock issued for land acquisition in California		-			-
Intangible Assets exchanges for accounts payable		-			27,930
Notes receivable in exchange for accounts payable		-			100,000
Land transfer in exchange for accounts payable		-			314,105
Settlement of Due to Related Party		-			1,221,871
Joint Venture investment with BRRX Management		-			166,675
Settlement of CBJ Distributing		-			1,357,473

~~F-1~~See ~~Table~~accompanying ofnotes ~~Contents~~to unaudited consolidated financial statements.

~~BOTS,~~F-5 ~~Inc.~~Table ~~and~~of ~~SUBSIDIARIES Consolidated Balance Sheets ASSETS~~Contents

	April 30,			April 30,
	2020			2019
Current Assets
Cash and cash equivalents	$	24,695		$	14,318
Accounts receivable, net		-			4,392
Notes and other receivable		218,257			100,000
Prepaid expenses		-			10,000
Discontinued operations assets		-			4,242,032
Total current assets		242,952			4,370,742
Property, plant and equipment, net		-			254
Cost basis investment		272,945			901,585
Intangible assets, net		400,037			333,693
Total assets	$	915,934		$	5,606,274
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	173,317		$	513,683
Due to shareholder		110,923			1,219,412
Other current liabilities		443,706			309,098
Discontinued operations liabilities		-			420,702
Total current liabilities		727,946			2,462,895
Long term liabilities
Notes payable		-			275,000
Total long term liabilities		-			275,000
Total Liabilities		727,946			2,737,895
Stockholders' equity
Preferred stock, $0.0001 par value; 90,000,000 shares authorized;		335			435
3,350,000 and 4,350,000 shares issued and outstanding, as
of April 30, 2020 and 2019, respectively.
Common stock, $0.0001 par value, voting; 2,000,000,000 shares		50,537			51,512
authorized; 505,374,596 and 515,124,596, and
outstanding, as of April 30, 2020 and 2019, respectively.
Treasury stock		(680,330	)		(680,330	)
Additional paid in capital		13,981,354			13,968,212
Accumulated deficit		(13,149,659	)		(9,265,671	)
Total stockholders' equity		202,237			4,074,158
Non-controlling interest		(14,249	)		(1,205,779	)
Total equity		187,988			2,868,379
Total liabilities and stockholders' equity	$	915,934		$	5,606,274

BOTS, INC.

~~See~~And ~~accompanying notes to audited consolidated financial statements.~~SUBSIDIARIES

~~F-2~~NOTES ~~Table~~TO ofCONSOLIDATED ~~Contents~~FINANCIAL STATEMENTS

~~BOTS, Inc. and SUBSIDIARIES Consolidated Statements of Operations~~(Unaudited)

	For the year ended April 30,
	2020			2019
Sales	$	115		$	2,315,513
Construction costs		-			186,686
Merchandise		-			1,169,235
Commissions		-			59,215
Merchant fees, shipping, and other costs		-			180,591
Amortization and depreciation as a COG		-			484,294
Total Cost of Sales		-			2,080,021
Gross Profit		115			235,492
Selling, general, and administrative		11,457			536,735
Professional fees		41,273			413,831
Stock based compensation		273,000			28,990
Marketing & advertising		30,197			73,091
Consultant fees		190,260			777,913
Bad Debts		-			1,372,725
Amortization and depreciation		172,199			289,986
Total operating expenses		718,386			3,493,271
Income (Loss) from operations		(718,271	)		(3,257,779	)
Other income (expense)		-			(397,923	)
Net income (loss) before non-controlling interest		(718,271	)		(3,655,702	)
Loss on discontinued operations		(3,165,717	)		(479,245	)
Net income(loss) before minority interest		(3,883,988	)		(4,134,947	)
Gain attributable to non-controlling interest		-			1,077,706
Net income (loss) attributable to controlling interest	$	(3,883,988	)	$	(3,057,241	)
Basic and diluted (Loss) per share:
Income(Loss) per share from continuing operations		(0.0014	)		(0.0074	)
Income(Loss) per share		(0.0076	)		(0.0062	)
Weighted average shares outstanding - basic and diluted		507,071,171			493,439,072
See accompanying notes to audited consolidated financial statements.

Note 1. Organization and Basis of Presentation

~~F-3~~The ~~Table~~accompanying consolidated audited financial statements of ~~Contents~~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”).

~~BOTS,~~Basis ~~INC.~~of Presentation and ~~SUBSIDIARIES~~Principles ~~Consolidated Statements~~ of ~~Changes in Stockholders’ Equity~~Consolidation

																											Total
																		Additional			Non-						Stockholders'
	Preferred Stock						Common Stock						Treasury Stock					Paid-in			controlling			Accumulated			Equity
	Shares			Amount			Shares			Amount			Shares		Amount			Capital			Interest			Deficit			(Deficit)
Balance – April 30, 2018		11,850,000			1,185			415,610,809			41,561			1,700,000		(680,330	)		12,673,339			128,073			(6,336,504	)		5,827,324
Stock converted from preferred to common		(8,500,000	)		(850	)		85,000,000			8,500			-		-			(7,650	)		-			-			-
Stock issued for services		-			-			100,000			10			-		-			28,980			-			-			28,990
Stock issued from warrant exercise		-			-			5,416,551			542			-		-			134,872			-			-			135,414
Stock issued from ESOP		-			-			596,249			60			-		-			20,272			-			-			20,332
Stock issued for acquisitions		-			-			12,450,987			1,245			-		-			698,245			-			-			699,490
Stock issued under private placement		1,000,000			100			-			-			-		-			199,900			-			-			200,000
Stock cancelled		-			-			(4,050,000	)		(405	)		-		-			(116,895	)		-			-			(117,300	)
Adjustment for OBITX dividend		-			-			-			-			-		-			337,149			-			-			337,149
Net income(loss)		-			-			-			-			-		-			-			1,077,706			(4,134,947	)	$	(3,057,241	)
Balance – April 30, 2019		4,350,000			435			515,124,596			51,512			1,700,000		(680,330	)		13,968,212			1,205,779			(10,471,451	)		4,074,158
Stock converted from preferred to common		(1,000,000	)		(100	)		10,000,000			1,000			-		-			(900	)		-			-			-
Stock issued for services		-			-			6,500,000			650			-		-			272,350			-			-			273,000
Stock issued for acquisitions		-			-			3,750,000			375			-		-			159,325			-			-			159,700
Stock cancelled		-			-			(30,000,000	)		(3,000	)		-		-			(417,633	)		-			-			(420,633	)
Net income(loss)		-			-			-			-			-		-			-			(1,191,530	)		(2,692,458	)	$	(3,883,988	)
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

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 (“GAAP”). All significant intercompany accounts and transactions have been eliminated.

~~See~~Description ~~accompanying~~of ~~notes to audited consolidated financial statements.~~Business

~~F-4~~We ~~Table~~were incorporated in the State of ~~Contents~~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.",On May 18, 2020 the Company changed name to BOTS, Inc The Company’s common stock is traded under the symbol “BTZI.” The Company is based in Puerto Rico.

BOTS, Inc.
and SUBSIDIARIES
Statements of Cash Flows
For the Year Ended April 30,
	2020			2019
Cash flows from operating activities:
Net (Loss)		(3,883,988	)	$	(4,134,959	)
Adjustments to reconcile net loss to net
Cash provided by (used in) operating activities:
Depreciation and amortization		265,746			762,821
Common stock issued for services		273,000			28,990
Loss of equity method investments		2,799,160			-
Gain on sale of plant and intangible assets		(907,766	)		-
Minority Interest in earnings of subsidiaries, Net		(61,103	)		-
Effect to cash flow from discontinued operations, net		585,907			-
Decrease (Increase) in:
Accounts receivable, net		77,080			448,613
Other receivables		402,552			(128,664	)
Inventories		43,543			(797,831	)
Prepaid expenses and other current assets		10,000			72,361
Accounts payable, accrued expenses and taxes payable		152,504			(138,661	)
Deferred revenue		(21,257	)		15,832
Reserve for uncollectable accounts		-			809,045
Total adjustment to reconcile net income to net cash		3,619,366			1,072,506
Net cash provided In operating activities		(264,622	)		(3,062,453	)
Cash flows from investing activities:
Increase (Decrease) in:
Cost basis investments		24,103			718,025
Acquisition of property, plant and equipment		-			(505,720	)
Acquisition of intangible assets		-			85,227
Net cash received in investing activities		24,103			297,532
Cash Flows From Financing Activities:
Borrowing from related party, net		123,382			648,274
Notes Payable		(140,000	)		666,885
Proceeds from Issuance of Stock, Net		-			1,219,644
Net Cash Provided By Financing Activities		(16,618	)		2,534,803
Net Change in Cash		(257,137	)		(230,118	)
Cash at Beginning of Year		281,832			511,950
Cash at End of Period	$	24,695		$	281,832
Supplemental Disclosure of Cash Flows Information:
Cash paid for interest	$	-		$	13,481
Cash paid for income taxes	$	-		$	-
Non-cash Investing and Financing Activities:
Stock issued for cannabis licenses in California		-			292,500
Stock issued for purchase of CBJ Distributing		-			3,043,537
Stock issued for land acquisition in California		-			67,500
Intangible Assets exchanges for accounts payable		27,930
Notes receivable in exchange for accounts payable		100,000
Land transfer in exchange for accounts payable		314,105
Settlement of Due to Related Party		1,221,871
Joint Venture investment with BRRX Management		166,675
Settlement of CBJ Distributing		1,357,473

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”).

~~See~~The ~~accompanying~~Company ~~notes~~initially toearned ~~audited~~revenue ~~consolidated~~through ~~financial~~wholesale ~~statements~~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.BZ, as well as through the company’s wholesale, distributor, and retail programs.

~~F-5~~From ~~Table~~2015 ofthrough ~~Contents~~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.

~~BOTS~~During this fiscal year, ~~INC~~we operated multiple websites (which are not incorporated as part of this Form 10K report). The Company’s primary website is www.BOTS.BZ.

~~And~~Subsidiaries ~~SUBSIDIARIES~~of the Company

~~NOTES~~The TOfollowing ~~CONSOLIDATED~~subsidiaries ~~FINANCIAL~~are ~~STATEMENTS~~incorporated in the financials for the year ending April 30, 2021 but have been discontinued as operational elements of BOTS, Inc.

~~Note~~The 1.following ~~Organization~~subsidiaries ~~and~~are ~~Basis~~incorporated in the financials for the year ending April 30, 2021, but have been discontinued as operational elements of ~~Presentation~~BOTS, Inc.

~~The~~First ~~accompanying~~Bitcoin ~~consolidated audited financial statements of BOTS~~Capital, ~~Inc.,~~LLC (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”).

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

~~The~~CoinQX ~~accompanying~~Exchange 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 (“GAAP”). All significant intercompany accounts and transactions have been eliminated.Limited

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

~~We were incorporated in the State of Nevada on December 30, 2010 originally under the name Lifetech Industries, Inc~~420Wifi. ~~All agreements related to the Lifetech business were terminated and closed as of April 30~~com, 2014. Effective August 2, 2013, the name was changed from "Lifetech Industries, Inc." to "BOTS, Inc." The Company’s common stock is traded under the symbol “BOTS.” The Company is based in Jacksonville, Florida. llc

~~Originally,~~On weMay ~~were~~14, ~~formed~~2020, towe ~~open~~acquired ~~and~~100% ~~operate~~of ~~a full-service day spa in Montrose~~420wifi.com, ~~California~~llc (“420wifi”). In420wifi ~~October~~was ~~2013~~organized ~~we repositioned ourselves as a technology company focused~~ on ~~two~~January ~~long-term~~18, ~~secular~~2019, ~~trends~~under ~~sweeping~~ the ~~globe:~~laws ~~(1) The decriminalization and legalization~~ of ~~marijuana for medicinal or recreational purposes; and, (2)~~ the ~~adoption~~state of ~~electronic~~Wyoming. ~~vaporizing~~420wifi ~~cigarettes~~has ~~(commonly~~not ~~known~~yet asbegun ~~“eCigs”)~~operations.

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 companyD’sBOT ~~wholesale,~~Technology ~~distributor, and retail programs. We expanded operations to include the VitaCig brand in 2014.~~Corp

~~From~~On ~~2015~~May ~~through~~14, 2020, ~~the~~we ~~Company~~acquired ~~was~~100% ~~involved~~of inD’BOT ~~multiple~~Technology ~~cannabis~~Corp ~~business entities~~(“DBOT”). WeDBOT ~~have~~was ~~elected~~incorporated toon ~~discontinue~~March ~~all~~15, ~~operations~~2019, inunder the ~~cannabis~~laws ~~markets~~of ~~and~~the ~~focus~~state onof ~~robotics~~Colorado.

~~During~~Note ~~this~~2. ~~fiscal~~Summary ~~year, we operated multiple websites (which are not incorporated as part~~ of ~~this~~Significant ~~Form~~Accounting ~~10K~~Policies ~~report). The Company’s primary website is www.BOTSgroup.com.~~

~~Subsidiaries~~Use of ~~the Company~~Estimates

The ~~following~~preparation ~~subsidiaries~~of ~~are~~financial ~~incorporated~~statements in ~~the~~conformity ~~financials~~with ~~for~~GAAP requires management to make estimates and assumptions that affect the ~~year~~reported ~~ending~~amounts ~~April~~of 30assets, ~~2020~~liabilities ~~but~~and ~~have~~disclosures ~~been~~of ~~discontinued~~contingent asassets ~~operational~~and ~~elements~~liabilities at the date of ~~BOTS~~the financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, ~~Inc~~the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates include: revenue recognition; sales returns and other allowances; allowance for doubtful accounts; valuation of inventory; valuation and recoverability of long-lived assets; property and equipment; contingencies; and income taxes.

~~VitaCig~~On a regular basis, ~~Inc~~management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

OnRevenue ~~May~~Recognition 26, 2016 we incorporated VitaCig, Inc., (“VitaCig”) in the state of Florida. VitaCig headquarters our global e-cig operations. VitaCig, Inc., is a wholly owned subsidiary of the Company. VitaCig ceased operations under BOTS on April 30, 2020. On May 1, 2020 the assets of VitaCig was transferred to Paul Rosenberg as settlement of debt.Policies

FWe intend to earn revenue from the subscription, non-6software ~~Table~~related hosted services, term-based and perpetual licensing of ~~Contents~~software products, associated software maintenance and support plans, consulting services, training, and technical support.

~~MCIG~~F-6 ~~Internet~~Table ~~Sales,~~of ~~Inc.~~Contents

On ~~June~~February 1, ~~2016~~2019, we adopted Topic 606, using the ~~Company~~modified ~~incorporated~~retrospective ~~MCIG~~transition ~~Internet~~method ~~Sales~~applied to those contracts which were not completed as of February 1, ~~Inc~~2019., ~~(“MCIG~~Results ~~Internet”)~~for inreporting ~~the~~periods ~~state~~beginning ofafter ~~Florida~~February in1, ~~order~~2019 toare ~~operate~~presented ~~our~~under ~~CBD~~Topic ~~business~~606, ~~and~~while toprior ~~consolidate~~period ~~all~~amounts ~~wholesale~~have not been adjusted and ~~online~~continue ~~retail~~to ~~sales~~be ~~from~~reported ~~various~~in ~~websites. MCIG~~accordance ~~Internet~~with isour ahistoric ~~wholly~~accounting. ~~owned~~The ~~subsidiary~~impact of adopting the ~~Company. MCIG~~new ~~Internet~~revenue ~~Sales,~~standard ~~Inc.,~~was ~~ceased~~not ~~operations~~material ~~under~~to ~~BOTS~~our financial statements and there was no adjustment to beginning retained earnings on ~~April~~February 301, ~~2020~~2019.

~~CAL~~Under ~~Acres Foundation~~Topic ~~(FKA~~606, ~~Newco2~~revenue is recognized when control of the promised goods or services is transferred to our customers, ~~Inc)~~in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

~~Cal Foundation was created on January 19, 2019 as a California not-for-profit company.~~ We ~~own~~determine ~~80%~~revenue ofrecognition ~~the~~through ~~not-for-profit business. Cal Foundation maintains three cannabis licenses in~~ the ~~State~~following ~~of California.~~steps:

~~CAAcres~~· identification of the contract, ~~Inc~~or contracts, with a customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of revenue when, or as, we satisfy a performance obligation.

~~CAAcres,~~Concentration ~~Inc., (“CAAcres”) was incorporated on May 10, 2019 under the laws~~ of ~~the~~Credit ~~state~~Risk ~~of California. CAAcres was created to participate in the Joint Venture with Cal Foundation for the cultivation, manufacturing,~~ and ~~distribution~~Significant of cannabis products within the state of California. CAAcres is an agriculture venture for the cultivation, manufacturing and distribution of cannabis products. We are currently assessing the requirements for the build out of the land acquired in California City, California for this project.Customers

~~Vapolution,~~Financial ~~Inc~~instruments which potentially subject the Company 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.

OnConcentrations ~~January~~of ~~23,~~credit ~~2014,~~risk ~~the~~with ~~Company~~respect ~~entered~~to ~~into~~trade areceivables ~~Stock~~are ~~Purchase~~limited ~~Agreement~~due ~~acquiring~~to ~~100%~~the ~~ownership~~diverse ingroup ~~Vapolution,~~of ~~Inc~~customers to whom the Company sells., ~~which~~The ~~manufactures~~Company establishes an allowance for doubtful accounts when events and ~~retails~~circumstances ~~home-use~~regarding ~~vaporizers.~~the ~~Effective~~collectability ~~January~~of ~~17,~~its ~~2017~~receivables wewarrant ~~began~~based ~~consolidating~~upon ~~Vapolution~~factors ~~with~~such as the ~~Company’s~~credit ~~financial~~risk ~~reports. Vapolution~~of ~~ceased~~specific ~~operations~~customers, ~~during~~historical ~~fiscal~~trends, ~~year~~other ~~2020. Vapolution,~~information ~~Inc~~and past bad debt history., ~~was~~The ~~wholly~~outstanding ~~owned~~balances byare ~~BOTS,~~stated ~~Inc~~net of an allowance for doubtful accounts.

~~Cannabiz~~For ~~Supply~~the years ended April 30, ~~LLC~~2021 and April 30, 2020, the Company has no customers who impact the Company’s revenues or receivables more than 5%.

OnStock-Based ~~June 30, 2019 the company elected to exercise its option to acquired Cannabiz Supply with an effective date of May 1, 2019. The purchase price was $3,457,796.~~ Compensation

~~Note~~The 2Company accounts for share-based awards issued to employees in accordance with FASB ASC 718, Compensation – Stock Compensation. ~~Summary~~Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of ~~Significant~~the ~~Accounting~~award, ~~Policies~~and is recognized as an expense over the requisite service period. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 505-50, Equity Based Payments to Non-Employees, with respect to options and warrants issued to non-employees.

~~Use~~Deferred ~~of Estimates~~ Revenue

~~The~~Payments ~~preparation~~received ofby ~~financial~~the ~~statements~~Company in ~~conformity~~advance ~~with~~are ~~GAAP~~recorded ~~requires~~as ~~management~~deferred torevenue ~~make~~until ~~estimates and assumptions that affect~~ the ~~reported~~merchandise ~~amounts~~has ofshipped assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to ~~be reasonable under~~ the ~~circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources~~customer. The most significant estimates include: revenue recognition; sales returns and other allowances; allowance for doubtful accounts; valuation of inventory; valuation and recoverability of long-lived assets; property and equipment; contingencies; and income taxes.

OnCost aof ~~regular~~Goods basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.Sold

FThe Company recognizes the direct cost of purchasing product for sale, including freight-7in ~~Table~~and packaging, as cost of ~~Contents~~goods sold in the accompanying statement of operations.

~~Revenue~~Cost ~~Recognition~~of ~~Policies~~Revenue

WeCost ~~intend~~of torevenue ~~earn~~includes: ~~revenue~~manufacturing ~~from~~and ~~the~~distribution ~~subscription,~~costs ~~non-software~~for products sold and programs licensed; operating costs related ~~hosted~~to ~~services,~~product ~~term-based~~support service centers and ~~perpetual~~product ~~licensing~~distribution ofcenters; costs incurred to include software ~~products~~on PCs sold by OEMs, ~~associated~~to ~~software~~drive ~~maintenance~~traffic to our websites and products, and to acquire online advertising space; costs incurred to support ~~plans,~~and ~~consulting~~maintain Internet-based products and services, ~~training,~~including datacenter costs and ~~technical~~royalties; ~~support~~warranty costs; inventory valuation adjustments; costs associated with the delivery of consulting services; and the amortization of capitalized software development costs. Capitalized software development costs are amortized over the estimated lives of the products.

OnCash February 1, 2019, we adopted Topic 606, using the modified retrospective transition method applied to those contracts which were not completed as of February 1, 2019. Results for reporting periods beginning after February 1, 2019 are presented under Topic 606, while prior period amounts have not been adjusted and ~~continue~~Cash to be reported in accordance with our historic accounting. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on February 1, 2019.Equivalents

~~Under~~The ~~Topic~~Company ~~606~~includes in cash and cash equivalents all short-term, ~~revenue~~highly isliquid ~~recognized~~investments ~~when~~that ~~control~~mature within three months of the ~~promised~~date ~~goods~~of orpurchase. ~~services~~Cash isequivalents ~~transferred~~consist toprincipally ~~our~~of ~~customers,~~investments in aninterest-bearing ~~amount~~demand ~~that~~deposit ~~reflects~~accounts ~~the~~and ~~consideration~~liquidity wefunds ~~expect~~with tofinancial beinstitutions ~~entitled~~and toare stated at cost, which approximates fair value. For cash management purposes, the company concentrates its cash holdings in ~~exchange~~multiple ~~for~~FDIC ~~those~~insured ~~goods~~state and federal banking institutions. The Company had no cash equivalents at April 30, 2021 or ~~services~~2020.

~~We determine revenue recognition through the following steps:~~Inventory

·In ~~identification~~accordance ~~of the contract, or contracts,~~ with aASU ~~customer;~~2015-11 ·– ~~identification~~Inventory of(Topic ~~the~~330) ~~performance~~– ~~obligations~~Simplifying in the ~~contract;~~Measurement ·of ~~determination~~Inventory of, the ~~transaction~~Company’s ~~price;~~inventory ·consists ~~allocation~~ of ~~the~~finished ~~transaction~~product, ~~price~~BOTS toproducts ~~the~~valued ~~performance~~at ~~obligations in~~ the ~~contract;~~lower ~~and~~of ·cost ~~recognition~~or ofmarket ~~revenue~~valuation ~~when,~~under orthe asfirst-in, wefirst-out ~~satisfy~~method aof ~~performance obligation~~costing.

~~Concentration~~As of ~~Credit~~April ~~Risk~~30, ~~and~~2021, ~~Significant~~the ~~Customers~~Company had no allowance for obsolescence.

~~Financial~~Property, ~~instruments~~Plant, ~~which potentially subject the Company 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.~~Equipment

~~Concentrations~~Property, ofplant ~~credit~~and ~~risk~~equipment ~~with~~(“PPE”) ~~respect to trade receivables~~ are ~~limited~~stated ~~due~~at tocost ~~the~~less ~~diverse~~accumulated ~~group~~depreciation ofand ~~customers to whom the Company sells~~amortization. ~~The~~Expenditures ~~Company establishes an allowance~~ for ~~doubtful~~maintenance ~~accounts when events~~ and ~~circumstances~~repairs ~~regarding~~are ~~the~~charged ~~collectability~~to ofexpense ~~its receivables warrant based upon factors such~~ as ~~the~~incurred. ~~credit risk of specific customers~~Additions, ~~historical~~improvements ~~trends, other information~~ and ~~past~~major ~~bad~~replacements ~~debt~~that ~~history.~~extend ~~The~~the ~~outstanding~~life ~~balances are stated net~~ of anthe ~~allowance~~asset ~~for~~are ~~doubtful accounts~~capitalized.

~~For~~Depreciation ~~the~~and ~~years~~amortization ~~ended~~is ~~April~~recorded ~~30,~~using ~~2020~~the ~~and~~straight-line ~~April~~method ~~30,~~over ~~2019,~~ the ~~Company~~estimated ~~has~~useful nolives ~~customers~~of ~~who~~depreciable ~~impact~~assets, ~~the~~which ~~Company’s~~are ~~revenues~~generally orthree ~~receivables~~to ~~more~~five ~~than 5%~~years.

~~Stock-Based~~The ~~Compensation~~Company classifies its software under the Financial Accounting Standards Advisory Board (FASAB) Statement of Federal Financial Accounting Standards (SFFAS) No. 10, Accounting for Internal Use Software, and the Governmental Accounting Standards Board (GASB) Statement No. 42, Accounting of Costs of Computer Software Developed or Obtained for Internal Use. When software is used in providing goods and services it is classified as PPE. The Company considers its 420 Cloud software as a major part of the Company’s operations that is intended to provide profits.

~~The Company accounts for share~~F-~~based~~7 ~~awards~~Table ~~issued to employees in accordance with FASB ASC 718, Compensation – Stock Compensation. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value~~ of the award, and is recognized as an expense over the requisite service period. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 505-50, Equity Based Payments to Non-Employees, with respect to options and warrants issued to non-employees.Contents

~~F-8~~Accounts ~~Table of Contents~~Receivable

~~Deferred~~The ~~Revenue~~Company’s accounts receivables are primarily through its construction and media and technologies segments. As the retail division is either paid through credit card processing and prepaid wholesale purchases, the Company projects insignificant amounts of outstanding accounts receivable for its retail division. The Company recognizes receipt of payment at the time the funds are deposited with the merchant services account of the Company. When the merchant services vendor determines to maintain a reserve for potential refunds and chargebacks, the Company reviews the reserve, to i) determine if the reserve is probably uncollectible, and ii) if a loss is probable, a reasonable estimate of the amount of the loss. We then allocate a portion or all of the reserve for bad debt, in accordance with FASB ASC 450-20-25-2. Once the vendor releases the funds, the bad debt reserve is appropriately reversed.

~~Payments~~Advertising ~~received~~Costs byand ~~the Company in advance are recorded as deferred revenue until the merchandise has shipped to the customer.~~Expense

~~Cost~~The ofadvertising ~~Goods~~costs ~~Sold~~are expensed as incurred. During the years ended April 30, 2021 and 2020, the advertising costs were $56,543 and $30,197, respectively.

~~The~~Foreign ~~Company~~Currency ~~recognizes the direct cost of purchasing product for sale, including freight-in and packaging, as cost of goods sold in the accompanying statement of operations.~~ Translation

~~Cost~~The ofCompany’s ~~Revenue~~functional currency and its reporting currency is the United States Dollar.

~~Cost~~Intangible of revenue includes: manufacturing and distribution costs for products sold and programs licensed; operating costs related to product support service centers and product distribution centers; costs incurred to include software on PCs sold by OEMs, to drive traffic to our websites and products, and to acquire online advertising space; costs incurred to support and maintain Internet-based products and services, including datacenter costs and royalties; warranty costs; inventory valuation adjustments; costs associated with the delivery of consulting services; and the amortization of capitalized software development costs. Capitalized software development costs are amortized over the estimated lives of the products.Assets

~~Cash~~The 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 ~~Cash~~ASC ~~Equivalents~~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. The Company determined impairments were warranted for the Company’s intangible assets (see Note 9 for further information).

~~The~~Financial Company includes in cash and cash equivalents all short-term, highly liquid investments that mature within three months of the date of purchase. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions and are stated at cost, which approximates fair value. For cash management purposes, the company concentrates its cash holdings in multiple FDIC insured state and federal banking institutions. The Company had no cash equivalents at April 30, 2020 or 2019.Instruments

~~Inventory~~The carrying amounts reflected in the balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.

InAs ~~accordance~~required ~~with~~by ~~ASU~~the ~~2015~~Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-11tier –fair ~~Inventory~~value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (~~Topic~~Level ~~330~~1) –observable ~~Simplifying~~inputs ~~the~~such ~~Measurement~~as ofquoted ~~Inventory~~prices in active markets; (Level 2) inputs, ~~the~~other ~~Company’s~~than ~~inventory~~the ~~consists~~quoted ofprices ~~finished~~in ~~product~~active markets, ~~BOTS~~that ~~products~~are ~~valued~~observable ateither ~~the~~directly ~~lower~~or ofindirectly; ~~cost~~and (Level 3) unobservable inputs in which there is little or no market ~~valuation~~data, ~~under~~which require the ~~first-in,~~reporting ~~first-out~~entity ~~method~~to ofdevelop ~~costing~~its own assumptions.

AsThe ofthree ~~April~~levels ~~30,~~of ~~2020,~~ the ~~Company~~fair ~~had~~value nohierarchy ~~allowance~~are ~~for~~described ~~obsolescence.~~ below:

~~Property,~~Level ~~Plant,~~1—Valuations based on quoted prices for identical assets and ~~Equipment~~liabilities in active markets.

~~Property,~~Level ~~plant~~2—Valuations ~~and~~based ~~equipment~~on ~~(“PPE”)~~observable ~~are~~inputs ~~stated~~other atthan ~~cost~~quoted ~~less~~prices ~~accumulated~~included ~~depreciation~~in ~~and~~Level ~~amortization. Expenditures~~1, such as quoted prices for ~~maintenance~~similar assets and ~~repairs~~liabilities ~~are~~in ~~charged~~active tomarkets, ~~expense~~quoted asprices ~~incurred. Additions,~~for ~~improvements~~identical or similar assets and ~~major~~liabilities ~~replacements~~in markets that ~~extend~~are ~~the~~not ~~life~~active, ofor ~~the~~other ~~asset~~inputs that are ~~capitalized.~~observable or can be corroborated by observable market data.

~~Depreciation~~Level ~~and~~3—Valuations ~~amortization~~based ison ~~recorded~~unobservable ~~using~~inputs ~~the~~reflecting ~~straight-line~~our ~~method~~own ~~over~~assumptions, ~~the~~consistent ~~estimated~~with ~~useful~~reasonably ~~lives~~available ofassumptions ~~depreciable~~made ~~assets,~~by ~~which~~other ~~are~~market ~~generally~~participants. ~~three~~These tovaluations ~~five~~require ~~years~~significant judgment.

The Company ~~classifies~~does ~~its~~not ~~software~~have ~~under~~any ~~the~~assets Financial Accounting Standards Advisory Board (FASAB) Statement of Federal Financial Accounting Standards (SFFAS) No. 10, Accounting for Internal Use Software, and the Governmental Accounting Standards Board (GASB) Statement No. 42, Accounting of Costs of Computer Software Developed or ~~Obtained~~liabilities ~~for~~that ~~Internal~~are ~~Use.~~required ~~When~~to ~~software~~be ismeasured ~~used in providing goods~~ and ~~services~~recorded itat isfair ~~classified~~value ason ~~PPE. The Company considers its 420 Cloud software as~~ a ~~major~~recurring ~~part of the Company’s operations that is intended to provide profits~~basis.

~~F-9~~Income ~~Table of Contents~~Taxes

~~Accounts~~Income ~~Receivable~~taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

~~The~~Basic ~~Company’s accounts receivables are primarily through its construction~~ and ~~media~~Diluted ~~and~~Net ~~technologies~~Loss ~~segments. As~~Per the retail division is either paid through credit card processing and prepaid wholesale purchases, the Company projects insignificant amounts of outstanding accounts receivable for its retail division. The Company recognizes receipt of payment at the time the funds are deposited with the merchant services account of the Company. When the merchant services vendor determines to maintain a reserve for potential refunds and chargebacks, the Company reviews the reserve, to i) determine if the reserve is probably uncollectible, and ii) if a loss is probable, a reasonable estimate of the amount of the loss. We then allocate a portion or all of the reserve for bad debt, in accordance with FASB ASC 450-20-25-2. Once the vendor releases the funds, the bad debt reserve is appropriately reversed. The Company recognized $1,395,605 and $0 as an uncollectable reserve for the periods ending April 30, 2020 and April 30, 2019, respectively.Share

~~Advertising~~The ~~Costs~~Company follows ASC Topic 260 – Earnings Per Share, and ~~Expense~~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 ~~advertising~~net ~~costs~~earnings (loss) per common share are ~~expensed~~computed asby ~~incurred~~dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. ~~During~~Diluted earnings (loss) per share are computed using the ~~years~~weighted ~~ended~~average ~~April~~number ~~30,~~of ~~2020~~common and ~~2019,~~dilutive common stock equivalent shares outstanding during the ~~advertising~~period. ~~costs~~Dilutive ~~were~~common ~~$30~~stock equivalent shares consist of Series A convertible preferred stock,~~197~~ ~~and~~convertible ~~$73~~debentures,~~091,~~ ~~respectively~~stock options and warrant common stock equivalent shares.

~~Foreign~~Concentration ~~Currency~~of ~~Translation~~Credit Risk

~~The~~Financial ~~Company’s~~instruments, ~~functional~~which ~~currency~~potentially subject us to concentrations of credit risk, consist principally of cash and ~~its~~trade ~~reporting~~receivables. ~~currency~~Concentrations isof credit risk with respect to trade receivables are limited due to the ~~United~~clients ~~States~~that ~~Dollar~~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.

~~Intangible~~We ~~Assets~~rely almost exclusively on one Chinese factory as our principle supplier for our e-cig products. Therefore, our ability to maintain operations is dependent on this third-party manufacturer.

~~The~~Our ~~Company’s~~cash ~~intangible~~balances ~~assets~~are ~~consist~~maintained ofin ~~certain~~accounts ~~website~~held ~~development~~by ~~costs~~major ~~that~~banks isand ~~amortized~~financial ~~over~~institutions ~~their~~located ~~useful life~~ in ~~accordance with~~ the ~~guidelines~~United ofStates. ~~ASC~~The ~~350-30~~Company ~~General~~may ~~Intangible~~occasionally ~~Other~~maintain ~~than~~amounts ~~Goodwill~~on ~~and~~deposit ~~ASC~~with ~~350-50~~a ~~Website~~financial ~~Development~~institution ~~Costs. In~~that ~~addition~~are toin ~~these~~excess ~~finite~~of ~~intangible assets,~~ the ~~Company~~federally ~~accounts~~insured ~~for~~limit ~~its~~of ~~infinite intangible assets without depreciation and/or amortization~~$250,000. ~~These~~ ~~assets~~The ~~are~~risk ~~reviewed~~is ~~annually~~managed by anmaintaining ~~independent~~all ~~review~~deposits toin ~~determine~~high ifquality anfinancial ~~impairment should be recognized~~institutions. The Company ~~determined~~had ~~impairments~~$0 ~~were~~in ~~warranted~~excess ~~for~~of ~~the~~federally ~~Company’s~~insured ~~intangible~~limits ~~assets~~at ~~(see~~April ~~Note~~30, 92021 ~~for~~and ~~further information)~~2020.

~~Financial~~Impairment ~~Instruments~~of Long-lived Assets

The ~~carrying~~Company ~~amounts~~accounts ~~reflected~~for long-lived assets in accordance with the ~~balance~~provisions ~~sheets~~of ~~for~~FASB ~~cash~~Topic 360, ~~accounts~~“Accounting ~~receivable,~~for ~~accounts~~the ~~payable~~Impairment of Long-Lived Assets”. This statement requires that long-lived assets and ~~accrued~~certain ~~expenses~~identifiable ~~approximate~~intangibles ~~the~~be ~~respective~~reviewed ~~fair~~for ~~values~~impairment ~~due~~whenever toevents or changes in circumstances indicate that the ~~short~~carrying ~~maturities~~amount of ~~these~~an ~~items~~asset may not be recoverable. ~~The~~An ~~Company~~impairment ~~does~~loss ~~not~~would ~~hold~~be ~~any~~recognized ~~investments~~when ~~that~~the estimated future cash flows from the use of the asset are ~~available-for-sale~~less than the carrying amount of that asset.

AsF-8 ~~required~~Table ~~by the Fair Value Measurements and Disclosures Topic~~ of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.Contents

~~The~~In ~~three~~accordance ~~levels~~with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, ASU 2011-08, Intangible-Goodwill and Other (Topic 350)” Testing Goodwill for Impairment, and ASU 2012-02 Intangibles-Goodwill and Other (Topic 350) Testing Indefinite-Lived Intangible Assets for Impairment our intangible assets are evaluated for potential impairment annually, generally during the fourth quarter, by comparing the fair value ~~hierarchy~~of ~~are~~a ~~described~~reporting ~~below:~~unit to its carrying value. If the carrying value exceeds the fair value, impairment is measured by comparing the derived fair value of to its carrying value, and any impairment determined would be recorded in the current period. The Company recognized no impairment on its intangible assets for the periods ending April 30, 2021 and April 30, 2020.

~~Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.~~ Warranties

~~Level 2—Valuations~~Warranty reserves include management’s best estimate of the projected costs to repair or to replace any items under warranty, based on ~~observable~~actual ~~inputs~~warranty experience as it becomes available and other ~~than~~known ~~quoted~~factors ~~prices~~that ~~included~~may impact the Company’s evaluation of historical data. Management reviews BOTS’s reserves at least quarterly to ensure that its accruals are adequate in ~~Level~~meeting 1expected future warranty obligations, ~~such~~and the Company will adjust its estimates as ~~quoted~~needed. ~~prices~~Initial ~~for~~warranty ~~similar~~data ~~assets~~can ~~and~~be ~~liabilities~~limited early in ~~active~~the ~~markets~~launch of a product and accordingly, ~~quoted~~the ~~prices~~adjustments ~~for~~that ~~identical~~are orrecorded ~~similar~~may ~~assets~~be ~~and~~material. ~~liabilities~~As ina ~~markets~~result, the products that can be returned as a warranty replacement are extremely limited. As a result, due to the Company’s warranty policy, the Company did not ~~active~~have any significant warranty expenses to report for the year ended April 30, or2021. ~~other~~Based ~~inputs~~on ~~that~~these ~~are~~actual ~~observable~~expenses, orthe ~~can~~warranty bereserve, ~~corroborated~~as estimated by ~~observable~~management ~~market~~as ~~data~~of April 30, 2021 and April 30, 2020 were at $0. Any adjustments to warranty reserves are to be recorded in cost of sales.

~~Level 3—Valuations~~It ~~based~~is onlikely ~~unobservable~~that ~~inputs~~as ~~reflecting~~we ~~our~~start ~~own~~selling ~~assumptions,~~higher ~~consistent~~priced ~~with~~products, ~~reasonably~~that ~~available~~are ~~assumptions~~not ~~made~~affected by ~~other~~federal ~~market~~shipping ~~participants~~laws and/or are not single use items, we will acquire additional information on the projected costs to service work under warranty and may need to make additional adjustments. ~~These~~Further, ~~valuations~~a ~~require~~small ~~significant~~change ~~judgment~~in the Company’s warranty estimates may result in a material charge to the Company’s reported financial results.

~~F-10~~Commitments ~~Table~~and ~~of Contents~~Contingencies

The Company ~~does~~reports ~~not~~and ~~have~~accounts ~~any~~for ~~assets~~its orcommitments ~~liabilities~~and contingencies in accordance with ASC 440 – Commitments and ASC 450 – Contingencies. We recognize a loss on a contingency when it is probable a loss will incur and that ~~are~~the ~~required~~amount toof the loss can be ~~measured~~reasonably estimated. As of April 30, 2021, and ~~recorded~~April at30, ~~fair~~2019, ~~value~~the onCompany recognized a ~~recurring~~loss ~~basis~~on contingencies of zero and $0, respectively.

~~Income~~Stock ~~Taxes~~ Options

~~Income~~In ~~taxes~~September ~~are~~2016, ~~accounted~~we ~~for~~adopted ~~under~~a ~~the~~stock ~~assets~~option ~~and liability method~~plan. ~~Deferred~~ ~~tax~~We ~~assets~~account ~~and liabilities are recognized~~ for ~~the~~stock ~~estimated~~options ~~future~~in ~~tax~~accordance ~~consequences~~with ~~attributable~~ASC to718 ~~differences~~– ~~between~~Compensation ~~the~~– ~~financial~~Stock ~~statements~~Compensation ~~carrying~~for ~~amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards~~employees. ~~Deferred~~ ~~tax~~The ~~assets~~company ~~are~~incorporates ~~reduced~~ASC bySubtopic ~~a valuation allowance when~~505-50, inEquity ~~the~~– ~~opinion~~Equity ofBased ~~management,~~Payments itto isNon-Employees ~~more~~for ~~likely~~issuance ~~than not that some portion or all~~ of ~~the~~stock ~~deferred~~options ~~tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected~~ to benon- ~~recovered or settled~~employees.

~~Basic~~Recent ~~and~~Accounting ~~Diluted Net Loss Per Share~~Pronouncements

The Company ~~follows~~evaluated ~~ASC~~all ~~Topic~~recent ~~260~~accounting –pronouncements ~~Earnings~~issued ~~Per Share,~~ and ~~FASB 2015-06, Earnings Per Share to account for earnings per share. Basic earnings per share (“EPS”) calculations are~~ determined bythat ~~dividing net loss by~~ the ~~weighted~~adoption ~~average number~~ of ~~shares~~these ofpronouncements ~~common~~would ~~stock~~not ~~outstanding~~have ~~during~~a ~~the~~material ~~year. Diluted~~effect ~~earnings~~on ~~per share calculations are determined by dividing net income by~~ the ~~weighted~~financial ~~average~~position, ~~number~~results of ~~common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents~~operations, ifor ~~any,~~cash ~~are~~flows ~~anti-dilutive~~of ~~they are not considered in~~ the ~~computation~~Company.

~~Basic~~On ~~net~~December ~~earnings~~15, ~~(loss)~~2016, ~~per~~the ~~common~~following ~~share~~two ~~are~~ASU’s ~~computed~~became byeffective, ~~dividing~~ASU 2015-11, Simplifying the ~~net~~Measurement ~~earnings~~of ~~(loss)~~Inventory ~~for~~issued ~~the~~July ~~period~~2015 byand ~~the~~ASU ~~weighted~~2014-09, ~~average~~Revenue ~~number~~From ofContracts ~~common~~With ~~shares~~Customers, ~~outstanding~~issued ~~during~~May ~~the~~2014, ~~period.~~and ~~Diluted~~must ~~earnings~~be ~~(loss)~~utilized ~~per~~in ~~share~~fiscal ~~are~~years ~~computed~~beginning ~~using~~after the ~~weighted~~effective ~~average~~date. ~~number~~The ofcompany ~~common~~has adopted and ~~dilutive~~implemented ~~common~~the ~~stock~~standards ~~equivalent~~as ~~shares~~part ~~outstanding~~of ~~during~~its ~~the~~2017 ~~period~~fiscal year. ~~Dilutive~~The ~~common~~early ~~stock~~implementation ~~equivalent~~had ~~shares~~no ~~consist~~effect ofon ~~Series~~the Afinancial ~~convertible~~performance ~~preferred~~of ~~stock,~~the ~~convertible~~Company. ~~debentures,~~The ~~stock~~Company ~~options~~reports ~~and~~its ~~warrant~~inventory ~~common~~by ~~stock equivalent shares~~segments.

~~Concentration~~In March 2016, the FASB issued ASU No. 2015-03, Implementing the Effective Dates of ~~Credit~~Intangible ~~Risk~~ – Goodwill and Other (Topic 350), Business Combinations (Topic 805), Consolidation (Topic 810) and Derivatives and Hedging (Topic 815) immediately. The Company has reviewed the topics and in compliance. The effects of the immediate implementation of these topics have had no effect on the financial statements of the Company.

~~Financial~~In ~~instruments~~March 2016, ~~which~~the ~~potentially~~FASB ~~subject~~issued usASU toNo. ~~concentrations~~2015-09, ofCompensation-Stock ~~credit~~Compensation ~~risk~~(Topic 718), ~~consist~~“Improvements ~~principally~~to ofEmployee ~~cash~~Share-Based ~~and~~Payment ~~trade receivables~~Accounting. ~~Concentrations~~” ofThis ~~credit~~ASU ~~risk~~makes ~~with~~targeted ~~respect~~amendments to ~~trade~~the ~~receivables~~accounting ~~are~~for ~~limited~~employee ~~due~~share-based payments. This guidance is to ~~the~~be ~~clients~~applied ~~that~~using ~~comprise~~various ~~our~~transition ~~customer~~methods ~~base~~such as full retrospective, modified retrospective, and ~~their~~prospective ~~dispersion~~based ~~across~~on ~~different~~the ~~business~~criteria ~~and~~for ~~geographic~~the ~~areas~~specific amendments as outlined in the guidance. We ~~estimate~~The guidance is effective for annual periods, and ~~maintain~~interim anperiods ~~allowance~~within ~~for~~those ~~potentially~~annual ~~uncollectible~~periods, ~~accounts~~beginning ~~and~~after ~~such~~December ~~estimates~~15, ~~have~~2015. ~~historically~~Early ~~been~~adoption ~~within~~is ~~management'~~permitted, as long as all of the amendments are adopted in the same period. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company’s ~~expectations~~financial statements and disclosures.

WeOn ~~rely~~August ~~almost~~26, ~~exclusively~~2016, onthe ~~one~~FASB ~~Chinese~~issued ~~factory~~Accounting asStandards ~~our~~Update ~~principle~~No. ~~supplier~~2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). These amendments provide cash flow statement classification guidance for: ~~our~~(1) eDebt Prepayment or Debt Extinguishment Costs, (2) Settlement of Zero-~~cig~~Coupon ~~products~~Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing, (3) Contingent Consideration Payments Made after a Business Combination, (4) Proceeds from the Settlement of Insurance Claims, (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned Life Insurance Policies, (6) Distributions Received from Equity Method Investees, (7) Beneficial Interests in Securitization Transactions, and (8) Separately Identifiable Cash Flows and Application of the Predominance Principle. ~~Therefore~~The Company adopted the amendment as of January 1, ~~our~~2019. ~~ability~~Adoption toof ~~maintain~~the ~~operations~~guidance isdid ~~dependent~~not have a material impact on ~~this~~the ~~third-party~~Company's ~~manufacturer~~consolidated statements of cash flows.

~~Our~~On ~~cash~~August ~~balances~~28, ~~are~~2017, ~~maintained~~the inFASB ~~accounts~~issued ~~held~~Accounting byStandards ~~major~~Update ~~banks~~No. 2017-12, Derivatives and ~~financial~~Hedging ~~institutions~~(Topic ~~located~~815): inTargeted ~~the~~Improvements ~~United~~to ~~States. The~~Accounting ~~Company~~for ~~may~~Hedging ~~occasionally~~Activities ~~maintain~~(“ASU ~~amounts~~2017-12”). onASU ~~deposit~~2017-12 ~~with~~expands acomponent ~~financial~~and ~~institution~~fair ~~that~~value ~~are~~hedging, inspecifies ~~excess~~the presentation of the ~~federally~~effects ~~insured~~of ~~limit~~hedging instruments, eliminates the separate measurement and presentation of ~~$250~~hedge ineffectiveness,~~000~~ and updates disclosure requirements related to hedging. The ~~risk~~Company isadopted ~~managed~~the byamendment ~~maintaining~~as ~~all~~of ~~deposits~~January in1, ~~high~~2020. ~~quality~~Adoption of the guidance did not have a material impact on the Company's consolidated financial ~~institutions.~~statements, ~~The~~as the Company had $0not inyet ~~excess~~undertaken ofany ~~federally~~hedging ~~insured~~activities ~~limits~~ at ~~April~~the ~~30,~~date ~~2020~~of ~~and 2019~~adoption.

~~Impairment~~On ofAugust ~~Long~~27, 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2018-~~lived~~13, ~~Assets~~Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The guidance eliminates, adds, and modifies certain disclosure requirements for fair value measurements. The Company adopted the amendment as of January 1, 2019. Adoption of the guidance did not have a material impact on the Company's consolidated financial statements and disclosures.

~~The~~On ~~Company~~November ~~accounts~~11, ~~for~~2019, ~~long~~the FASB issued Accounting Standards Update No. 2019-~~lived~~08, ~~assets~~Compensation—Stock inCompensation ~~accordance~~(Topic ~~with~~718) ~~the~~and ~~provisions~~Revenue offrom ~~FASB~~Contracts with Customers (Topic ~~360,~~606): Codification Improvements—Share-Based Consideration Payable to a Customer (“~~Accounting~~ASU ~~for~~2019-08”), ~~the~~that ~~Impairment~~simplifies and increases comparability of ~~Long~~accounting for nonemployee share-~~Lived~~based ~~Assets”~~payments, specifically those made to customers. ~~This~~The ~~statement~~new guidance requires ~~that~~companies ~~long-lived~~to ~~assets~~measure and ~~certain~~classify ~~identifiable~~(on ~~intangibles~~the bebalance ~~reviewed~~sheet) ~~for~~share-based ~~impairment~~payments ~~whenever~~to ~~events~~customers orby ~~changes~~applying the guidance in ~~circumstances~~Topic ~~indicate~~718. ~~that~~As ~~the~~a ~~carrying~~result, the amount ofrecorded anas ~~asset~~a ~~may~~reduction ~~not~~in revenue would be ~~recoverable.~~measured Anbased ~~impairment~~on ~~loss~~the ~~would~~grant-date befair ~~recognized~~value ~~when~~of the ~~estimated~~share-based ~~future~~payment. ~~cash~~The ~~flows~~Company ~~from~~elected to early adopt the ~~use~~amendment as of January 1, 2019. Adoption of the ~~asset~~guidance ~~are~~did ~~less~~not ~~than~~have a material impact on the ~~carrying~~Company's ~~amount~~consolidated offinancial ~~that~~statements ~~asset~~and disclosures.

F-119 Table of Contents

InWe ~~accordance~~have ~~with~~implemented ~~Statement~~all ofother ~~Financial~~new ~~Accounting~~accounting ~~Standards~~pronouncements ~~No.~~that ~~142, Goodwill~~are ~~and~~in ~~Other~~effect ~~Intangible Assets, ASU 2011-08, Intangible-Goodwill~~ and ~~Other~~that ~~(Topic~~may ~~350)”~~impact ~~Testing~~our ~~Goodwill~~financial ~~for~~statements ~~Impairment,~~ and ~~ASU~~we ~~2012-02~~do ~~Intangibles-Goodwill~~not ~~and~~believe ~~Other~~that ~~(Topic~~there ~~350) Testing Indefinite-Lived Intangible Assets for Impairment our intangible assets~~ are ~~evaluated~~any ~~for~~other ~~potential~~new ~~impairment~~accounting ~~annually,~~pronouncements ~~generally~~that ~~during~~have ~~the~~been ~~fourth~~issued ~~quarter,~~that bymight ~~comparing~~have ~~the fair value of~~ a ~~reporting~~material ~~unit~~impact toon ~~its~~our ~~carrying~~consolidated ~~value.~~financial Ifposition ~~the~~or ~~carrying~~results ~~value exceeds the fair value, impairment is measured by comparing the derived fair value~~ of ~~to its carrying value, and any impairment determined would be recorded in the current period~~operations. ~~The Company recognized no impairment on its intangible assets for the periods ending April 30, 2019 and April 30, 2017.~~

~~Cost-Basis~~Note ~~Investments~~3. Going Concern

The Company’'s ~~non-marketable~~financial ~~equity~~statements ~~investment~~are inprepared ~~Omni~~using ~~Health,~~generally ~~Inc.,~~accepted ~~and~~accounting ~~Stony~~principles, ~~Hill~~which ~~Corp~~contemplate isthe ~~recorded~~realization ~~using~~of ~~the~~assets ~~cost-basis~~and ~~method~~liquidation of ~~accounting~~liabilities ~~and~~in isthe ~~classified~~normal ~~within~~course ~~other~~of ~~long-term~~business. ~~assets~~Because on the ~~accompanying~~business ~~balance~~is ~~sheet~~new asand ~~permitted~~has bya ~~FASB~~limited ~~ASC 325~~history, ~~“Cost~~no ~~Method~~certainty ~~Investments”.~~of ~~The~~continuation ~~Company~~can ~~elected~~be tostated. ~~purchase~~The ~~CBJ~~accompanying ~~Distributing~~financial ~~under~~statements ~~its~~for ~~Option~~the ~~Agreement~~years ~~subsequent~~ended toApril ~~this reporting period~~30, as2021 ~~such~~and we2020 ~~maintain~~have ~~the~~been ~~cost-basis~~prepared ~~for~~assuming ~~this~~that ~~option.~~we ~~During~~will ~~2020~~continue weas ~~impaired~~ a ~~total~~going ~~of $386~~concern,~~031~~ ~~(see~~which ~~Note~~contemplates ~~7). We~~the ~~impaired~~realization ~~$152,023~~ of ~~our~~assets ~~investment~~and insatisfaction ~~Omni Health, Inc., $24,000~~ of ~~our~~liabilities ~~Stony Hill stock, $160,008 of our investment~~ in the ~~acquisition~~normal course of ~~Agri-Contractors, and $50,000 in our OBITX investment~~business.

~~Equity-Basis~~The ~~Investments~~Company has negative cash flow and there are no assurances the Company will generate a profit or obtain positive cash flow. The Company has a nominal working capital deficit, which raise substantial doubt about its ability to continue as a going concern.

~~The~~Management ~~Company~~is ~~accounted~~taking ~~for~~steps to raise additional funds to address its ~~ownership~~operating ofand ~~VitaCig,~~financial ~~Inc.,~~cash ~~(Nevada)~~requirements asto ancontinue ~~equity-basis~~operations ~~investment~~in the next twelve months. AsManagement has devoted a significant amount of ~~April~~time ~~30,~~in ~~2020,~~the raising of capital from additional debt and ~~April~~equity ~~30,~~financing. ~~2019~~However, ~~there~~the Company’s ability to continue as a going concern is nodependent ~~net~~upon ~~book~~raising ~~value~~additional offunds ~~the~~through ~~ownership~~debt ofand ~~VitaCig,~~equity asfinancing ~~the~~and ~~pro-rata~~generating ~~value~~revenue. ~~after~~There are no assurances the ~~Spin-off~~Company ~~and~~will receive the ~~impairment~~necessary offunding or generate revenue necessary to fund operations. The financial statements contain no adjustments for the ~~investment~~ inoutcome ~~VitaCig~~of this uncertainty.

OnNote ~~June 22, 2016, the Company reduced its ownership of VitaCig, Inc~~4., to 57,500,000 through a Separation and Transfer Agreement where the Company acquired the business operations of VitaCig in exchange for selling back to the treasury of VitaCig, Inc., (Nevada) 172,500,000.Acquisitions

~~Warranties~~On May 15, 2020, the Company acquired First Bitcoin Capital, LLC and all the assets of First Bitcoin Capital Corp. The Company acquired 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. 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:

Warranty reserves include management’s best estimate of the projected costs to repair or to replace any items under warranty, based on actual warranty experience as it becomes available and other known factors that may impact the Company’s evaluation of historical data. Management reviews BOTS’s reserves at least quarterly to ensure that its accruals are adequate in meeting expected future warranty obligations, and the Company will adjust its estimates as needed. Initial warranty data can be limited early in the launch of a product and accordingly, the adjustments that are recorded may be material. As a result, the products that can be returned as a warranty replacement are extremely limited. As a result, due to the Company’s warranty policy, the Company did not have any significant warranty expenses to report for the year ended April 30, 2020. Based on these actual expenses, the warranty reserve, as estimated by management as of April 30, 2020 and April 30, 2019 were at $0. Any adjustments to warranty reserves are to be recorded in cost of sales.

	Schedule of Digital Currencies - Non-current		Cost per Currency		Total Cost
First Bitcoin (BIT)		17,120,497,315	$	0.00	$	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		-		-

ItF-10 isTable ~~likely~~of that as we start selling higher priced products, that are not affected by federal shipping laws and/or are not single use items, we will acquire additional information on the projected costs to service work under warranty and may need to make additional adjustments. Further, a small change in the Company’s warranty estimates may result in a material charge to the Company’s reported financial results. Contents

Commitments and Contingencies

IGO	1,000,000,000	--	--
IBE	1,000,000,000	--	--
JBU	92,818,181,818	--	--
JSA	1,000,000,000	--	--
AZU	1,000,000,000	--	--
AVA	1,000,000,000	--	--
TAM	1,000,000,000	--	--
AZA	1,000,000,000	--	--
DAT	1,000,000,000	--	--
ASA	1,000,000,000	--	--
SCO	1,000,000,000	--	--
SAS	1,000,000,000	--	--
SEY	1,000,000,000	--	--
TAP	1,000,000,000	--	--
TOM	1,000,000,000	--	--
ALK	1,000,000,000	--	--
CMP	1,000,000,000	--	--
AHY	1,000,000,000	--	--
JAI	1,000,000,000	--	--
MAU	1,000,000,000	--	--
BER	1,000,000,000	--	--
EWG	1,000,000,000	--	--
EYH	1,000,000,000	--	--
APJ	1,000,000,000	--	--
ETD	1,000,000,000	--	--
THY	1,000,000,000	--	--
EVA	1,000,000,000	--	--
QFA	1,000,000,000	--	--
DLH	1,000,000,000	--	--
GIA	1,000,000,000	--	--
CHH	92,818,181,818	--	--
THA	1,000,000,000	--	--
AFR	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	--	--

~~The~~F-11 ~~Company~~Table reports and accounts for its commitments and contingencies in accordance with ASC 440 – Commitments and ASC 450 – Contingencies. We recognize a loss on a contingency when it is probable a loss will incur and that the amount of ~~the loss can be reasonably estimated. As of April 30, 2020, and April 30, 2019, the Company recognized a loss on contingencies of zero and $0, respectively.~~Contents

Stock Options

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

InNote ~~September 2016, we adopted a stock option plan~~5. We ~~account~~Inventory ~~for~~and ~~stock~~Work ~~options~~ in accordance with ASC 718 – Compensation – Stock Compensation for employees. The company incorporates ASC Subtopic 505-50, Equity – Equity Based Payments to Non-Employees for issuance of stock options to non-employees. Progress

FThe early implementation of ASU 2015-1211, ~~Table~~Simplifying the Measurement of ~~Contents~~Inventory had no effect on the financial performance of the Company. The Company reports its inventory by segments. The inventory levels for the segments for previous years are based upon best estimates of management and are provided for quality review measures only. The inventory and work in progress was eliminated as part of the discontinued operations.

~~Recent~~Note ~~Accounting~~6: ~~Pronouncements~~Accounts Receivable

~~The~~As ~~Company evaluated all recent accounting pronouncements issued and determined that the adoption~~ of ~~these~~April ~~pronouncements would not have a material effect on the financial position~~30, ~~results of operations~~2021, orthe ~~cash~~Company ~~flows~~had of$0 ~~the~~in ~~Company.~~accounts receivable

~~On December 15, 2016, the following two ASU’s became effective, ASU 2015~~F-~~11,~~12 ~~Simplifying~~Table ~~the Measurement~~ of Inventory issued July 2015 and ASU 2014-09, Revenue From Contracts With Customers, issued May 2014, and must be utilized in fiscal years beginning after the effective date. The company has adopted and implemented the standards as part of its 2017 fiscal year. The early implementation had no effect on the financial performance of the Company. The Company reports its inventory by segments. Contents

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Components of an Entity, which updates the definition of discontinued operations. Going forward, only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results will be reported as discontinued operations in the financial statements. Previously, a component of an entity that is a reportable segment, an operating segment, a reporting unit, a subsidiary, or an asset group was eligible for discontinued operations presentation. Additionally, the condition that the entity not have any significant continuing involvement in the operations of the component after the disposal transaction has been removed. The effective date for the revised standard is for applicable transactions that occur within annual periods beginning on or after December 15, 2014. We do not expect the guidance to have a material impact on the Company.

Accounts Receivable
	For the year ending April 30,
	2021		2020
A/R from credit card reserve	$	-	$	-
A/R from direct customers -		-
Subscription receivables		-	$	-
Allowance for bad debt		-		-
Allowance for discontinued operations		-		-
Total Accounts Receivable	$	-	$	-

InNote ~~June 2014, the FASB issued ASU No~~7. ~~2014-10~~Property, ~~which~~Plant eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard and will not report inception-to-date information.Equipment

OnThe ~~May~~following ~~28, 2014, the FASB issued ASU No. 2015-08 a standard on recognition of revenue from contracts with customers (Topic 606). An issue discussed relates to when another party, along with the entity,~~ is ~~involved in providing~~ a ~~good~~detail ~~or a service to a customer. In those circumstances, Topic 606 requires the entity to determine whether the nature~~ of ~~its~~equipment ~~promise~~at isApril ~~to provide that good or service to the customer (that is~~30, ~~the~~2021 ~~entity~~and isApril ~~a principal) or to arrange for the good or service to be provided to the customer by the other party (that is~~30, the entity is an agent). This determination is based upon whether the entity controls the good or the service before it is transferred to the customer. Topic 606 includes indicators to assist in this evaluation. The Company evaluated all its contracts to determine if the Company was a principal or agent. The Company has determined it was the principal in all its contracts.2020:

In March 2016, the FASB issued ASU No. 2015-03 implementing the effective dates of Intangible – Goodwill and Other (Topic 350), Business Combinations (Topic 805), Consolidation (Topic 810) and Derivatives and Hedging (Topic 815) immediately. The Company has reviewed the topics and in compliance. The effects of the immediate implementation of these topics have had no effect on the financial statements of the Company.

Property, Plant, and Equipment
	As of April 30, 2021		As of April 30, 2020
Office furniture	$	-	$	4,889
Rollies machine		-		-
Computer equipment		-		29,318
420 Cloud		-		-
Farm equipment		-		-
Warehouse equipment		-		90,000
Plant Development		-		-
Land		-		-
Total acquisition cost	$	-	$	124,207
Accumulated depreciation		-		69,078
Write-down		-		-
Sele of assets		-		-
Discontinued operations		-		-
Total property, plant, and equipment	$	-	$	55,129

~~In March 2016, the FASB issued ASU No. 2015~~F-~~09,~~13 ~~Compensation-Stock~~Table Compensation (Topic 718): “Improvements to Employee Share-Based Payment Accounting.” This ASU makes targeted amendments to the accounting for employee share-based payments. This guidance is to be applied using various transition methods such as full retrospective, modified retrospective, and prospective based on the criteria for the specific amendments as outlined in the guidance. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted, as long as all of ~~the amendments are adopted in the same period. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company’s financial statements and disclosures.~~ Contents

~~F-13~~Note ~~Table~~8. ofCost ~~Contents~~Basis Investments

InThe ~~August~~Company ~~2014,~~has ~~the~~invested ~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15~~$1, ~~“Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU 2014-15~~300,065 ~~which~~through isApril ~~effective for annual reporting periods ending after December 15~~30, ~~2015,~~2021 ~~extends~~through ~~the~~various ~~responsibility~~nonmonetary ~~for~~transactions. ~~performing~~The ~~the~~Company ~~going-concern~~has ~~assessment~~elected to ~~management~~impair ~~and contains guidance on how to perform~~ a ~~going-concern~~portion ~~assessment~~of ~~and~~its ~~when~~investments ~~going-concern~~(see ~~disclosures~~Note ~~would be required under GAAP~~9). WeA dobreakdown ~~not anticipate that the adoption~~ of ~~ASU~~these ~~2014-15~~investments will have a material impact on our consolidated financial condition or results from operations. Management’s evaluations regarding the events and conditions that raise substantial doubt regarding our ability to continue as a going concern as discussed in the notes to our consolidated financial statements included elsewhere.includes:

We have implemented all other new accounting pronouncements that are in effect and that may impact our financial statements and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial position or results of operations.

Cost Basis Investment
	As of April 30, 2021		As of April 30, 2020
Stony Hill Corp	$	-	$	700,000
Omni Health, Inc		-		152,023
New York Hemp Pilot Program		-		50,000
Fist Bitcoin Capital		969,071		-
Investment in BRRX management		-		200,778
Agri-Contractors, LLC		-		160,008
Redfern BioSystems, Inc.		-		9,949
Total acquisition cost	$	-	$	1,272,758
Impairment		-		(999,813	)
	$	-	$	272,945

Note 39. ~~Going~~Intangible ~~Concern~~Assets:

The ~~Company's~~intangible ~~financial statements are prepared using generally accepted accounting principles, which contemplate the realization of~~ assets ~~and~~consist ~~liquidation~~ of liabilities in the normal course of business. Because the business is new and has a limited history, no certainty of continuation can be stated. The accompanying financial statements for the years ended April 30, 2020 and 2019 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 negative cash flow and there are no assurances the Company will generate a profit or obtain positive cash flow. The Company has a nominal working capital deficit, which raise substantial doubt about its ability to continue as a going concern.

Intangible Assets
	As of April 30, 2021			As of April 30, 2020
Domains	$	115,848		$	365,847
Trademarks & Patents		717,000			455,860
Website		-			30,491
Cannabis License					228,085
Noncurrent Digital Assets		223,479			-
VitaCBD		-			200,000
Total acquisition cost	$	1,056,327		$	1,280,283
Less: Amortization		(476,107	)		(752,193	)
Adjustment for sale of asset		-			(72,880	)
Write-off		-			(55,173	)
Current Intangible Assets	$	580,220		$	400,037

~~Management~~Amortization isexpense ~~taking~~on ~~steps~~intangible toassets ~~raise~~was ~~additional~~$265,749 ~~funds to address its operating~~ and ~~financial~~$263,197 ~~cash~~for ~~requirements to continue operations in~~ the ~~next~~years ~~twelve~~ended ~~months.~~April ~~Management~~30, ~~has~~2021 ~~devoted a significant amount of time in the raising of capital from additional debt~~ and ~~equity financing. However~~2020, ~~the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue~~respectively. ~~There~~The ~~are~~weighted noaverage ~~assurances~~remaining ~~the~~useful ~~Company~~life ~~will~~on ~~receive~~intangible ~~the~~assets ~~necessary~~at ~~funding~~April or30, ~~generate~~2021 ~~revenue~~is ~~necessary~~approximately to24 ~~fund operations~~months. ~~The financial statements contain no adjustments for the outcome of this uncertainty.~~

~~Note~~The ~~4. Inventory~~table ~~and~~below ~~Work~~represents inthe ~~Progress~~estimated amortization of intangible assets for each of the next five years.

The early implementation of ASU 2015-11, Simplifying the Measurement of Inventory had no effect on the financial performance of the Company. The Company reports its inventory by segments. The inventory levels for the segments for previous years are based upon best estimates of management and are provided for quality review measures only. The inventory and work in progress was eliminated as part of the discontinued operations.

Year	Amortization
2021	$	171,952
2022		-0-
2023		-0-
2024		-0-
2025		-0-
Total	$	171,952

Note ~~5: Accounts~~10. ~~Receivable~~Impairment Analysis

~~The~~As ~~Company’s~~of ~~currently~~April ~~has~~30, 2021 there were no ~~accounts~~impairments ~~receivable~~calculated as no investments have been made.

F-14

Table of Contents

~~The~~Note ~~accounts~~11: ~~receivable for 2019 were eliminated as part of the discontinued operations.~~Liabilities

Accounts Receivable
	For the year ending April 30,
	2020		2019
A/R from credit card reserve	$	-	$	27,462
A/R from direct customers		-		1,633,324
Subscription receivables		-		-
Allowance for bad debt		-		(1,395,605	)
Allowance for discontinued operations		-		(260,789	)
Total Accounts Receivable	$	-	$	4,392

Notes Payable

~~Note~~The 6.Company ~~Property~~owe Paul Rosenberg (see Related Party) $90,064as ~~Plant~~due ~~and~~to ~~Equipment~~related party. There are no current agreements in place for these payments made by Paul Rosenberg on behalf of the Company. The Company treats these as notes payable to a related party.

~~The~~Note ~~following~~12: isConsolidated aStatements ~~detail~~ of ~~equipment~~Operations ~~at April 30, 2020 and April 30, 2019:~~Notes

Property, Plant, and Equipment
	As of		As of
	April 30, 2020		April 30, 2019
Office furniture	$	29,090	$	29,090
Rollies machine		5,066		5,066
Computer equipment		1,723		1,544
420 Cloud		3,129,412		3,129,412
Farm equipment		30,765		30,765
Warehouse equipment		193,388		67,471
Plant Development		21,605		-
Land		292,500		292,500
Total acquisition cost	$	3,703,549	$	3,555,848
Accumulated depreciation		894,707		835,986
Write-down		43,128		43,128
Sell of assets		314,105		-
Discontinued operations		2,451,609		2,676,480
Total property, plant, and equipment	$	-	$	254

Professional Fees

~~F-15~~The ~~Table~~Company’s professional fees consists of ~~Contents~~legal fees, accounting fees, securities fees, and other licensed professional fees. The legal fees include general corporate counsel fees, legal expenses associated with various lawsuits, and the preparation of SEC filings. Following is a breakdown of the professional fees for the periods ending April 30, 2021 and April 30, 2020:

Note 7. Cost Basis Investments

Professional Fees

	For the year ending April 30,
	2021		2020
Legal fees associated with litigation	$	-	$	-
Corporate legal fees		900		38,327
Accounting fees		28,680		19,500
Securities fees		-		5,375
Other licensed professional fees		-		-
Adjustment for discontinued ops		-		(21,929	)
Total Professional fees	$	29,580	$	41,273

~~The~~F-15 ~~Company~~Table ~~has invested $1,300,065 through April 30, 2020 through various nonmonetary transactions. The Company has elected to impair a portion~~ of ~~its investments (see Note 9). A breakdown of these investments includes:~~Contents

Cost Basis Investments
	As of			As of
	April 30, 2020			April 30, 2019
Stony Hill Corp	$	700,000		$	700,000
Omni Health, Inc		152,023			152,023
New York Hemp Pilot Program		50,000			50,000
California City Cannabis Licenses		-			225,585
Investment in BRRX management		200,778			-
Agri-Contractors, LLC		160008			160,008
Redfern BioSystems, Inc.		9,949			9,949
Total acquisition cost	$	1,272,758		$	1,297,565
Impairment		(999,813	)		(386,031	)
	$	272,945		$	911,534

Selling, General, and Administration

~~Note~~The 8Company’s selling, general, and administration expenses were $401,739 and $536,735 for the periods ending April 30, 2021 and April 30, 2020, respectively. ~~Intangible~~The ~~Assets~~following chart is a breakdown of those expenses:

The intangible assets consist of:

Selling, General, and Administration

	For the year ending April 30,
	2021		2020
Auto Expenses	$	5,658	$	9,403
Bank service charges		671		4,541
Business License		-		3,963
Dues & Subscriptions		2,263
Payroll		-		291,198
Travel		-		12,493
Office Supplies		2,067		37,766
Computer and Internet Expenses		5,965		11,018
Shipping and Postage		24		100
Rent		-		28,735
Regulatory Filing Fees		6,270		-
Software Expenses		3,496
Utilities		-		2,615
Adjustment for discontinued ops		-		(390,375	)
	$	26,414	$	11,457

Intangible Assets
	As of			As of
	April 30, 2020			April 30, 2019
Domains	$	365,847		$	365,847
Trademarks		455,860			455,860
Website		30,491			30,491
Cannabis License		228,085			-
VitaCBD		200,000			200,000
Total acquisition cost	$	1,280,283		$	1,052,198
Less: Amortization		(752,193	)		(486,447	)
Adjustment for sale of asset		(72,880	)		(72,880	)
Write-off		(55,173	)		(5,975	)
Current Intangible Assets	$	400,037		$	486,896

Bad Debts

~~F-16~~The ~~Table~~Company has recorded bad debt in the amounts of ~~Contents~~$0 and $0 for the periods ending April 30, 2021 and April 30, 2020, respectively.

~~Amortization~~Note ~~expense~~13: onDiscontinued intangible assets was $265,749 and $263,197 for the years ended April 30, 2020 and 2019, respectively. The weighted average remaining useful life on intangible assets at April 30, 2020 is approximately 24 months.Operations

~~The~~In ~~table~~2020 ~~below~~the ~~represents~~Company ~~the~~elected ~~estimated~~to ~~amortization~~discontinue ofits ~~intangible~~operations ~~assets~~in ~~for~~retail ~~each~~locations. ofThe retail discontinued operation loss for the ~~next~~year ~~five~~ending ~~years~~April 30, 2020 was $3,165,717.

Year	Amortization
2021	$	171,952
2022	-0-
2023	-0-
2024	-0-
2025	-0-
Total	$	171,952

In 2021 the loss from discontinued operations was $221,840 related to investments into BRRX Management joint venture and eliminated the value of its California City cannabis license

~~Note~~In ~~9. Impairment~~addition, ~~Analysis~~we adjusted our assets and liabilities accordingly.

~~The~~Note ~~following chart is a summary of the impairment analysis conducted in 2020 and the recommended impairment per asset~~14. ~~When~~ aRelated ~~fair~~Parties value was easily obtainable through third party independent resources it was utilized in calculating impairment. In addition to the fair value method, the company conducted an analysis utilizing the value in use method. We utilized gross revenue, EBIDTA, free cash flow, discount rate and ~~factors~~Related ~~and~~Party ~~present~~Transactions ~~value of free cash flow for a five-year period to determine current value of assets. Based upon the analysis the following chart shows the impairments that were recognized.~~

Name of Individual Assets	Stony Hill Stock
CARRYING AMOUNT		676,000
Assets sold during year		106,860
Current value		62,718
RECOVERABLE AMOUNT		62,718
Impairment losses recognized		(506,422	)

Related Parties

~~The~~During ~~following~~the ~~chart~~fical isyear aending ~~summary~~04-30-2021 ofThere ~~the~~were ~~impairment~~no ~~analysis~~related ~~conducted~~party intransactions. ~~2019~~Subsequently, ~~and~~On ~~the~~July ~~recommended~~6, ~~impairment~~2021, ~~per~~the ~~asset. When~~Company entered into a ~~fair~~settlement ~~value~~agreement ~~was~~with ~~easily~~Everything ~~obtainable~~Blockchain ~~through~~, ~~third~~Inc. ~~party~~Under ~~independent~~the ~~resources~~settlement itagreement, ~~was~~BOTS ~~utilized~~agreed into ~~calculating~~return ~~impairment. In~~250,000 ~~addition~~shares of Series B Preferred stock to the ~~fair~~treasury ~~value~~of ~~method~~the OBITX, ~~the~~in ~~company~~exchange ~~conducted~~for anthe ~~analysis~~assignment ~~utilizing~~of the ~~value~~$1.4 inmillion ~~use~~promissory ~~method. We~~note ~~utilized~~owed ~~gross~~by ~~revenue,~~First ~~EBIDTA,~~Bitcoin ~~free~~Capital ~~cash~~Corp ~~flow~~to the Everything Blockchain Inc, ~~discount~~along ~~rate~~with ~~and~~all ~~factors~~interest ~~and~~owed ~~present~~to ~~value~~date ofon ~~free~~the ~~cash~~promissory ~~flow~~note. ~~for~~In aaddition, ~~five-year~~Everything ~~period~~Blockchain totransferred ~~determine~~20,726,120 ~~current~~BIT ~~value~~tokens ofto ~~assets~~BOTS. ~~Based~~ ~~upon~~This ~~the~~was ~~analysis~~a ~~the~~related ~~following~~party ~~chart~~transaction ~~shows~~and ~~the~~was ~~impairments~~conducted ~~that~~at ~~were~~arm’s ~~recognized~~length.

Name of Individual Assets	Omni Stock			Stony Hill Stock			Agri-Contractors			NY Hemp License			CA Hemp License		OBITX
CARRYING AMOUNT		152,023			700,000			160,008			50,000			225,585		2,879,273
Fair value less costs to sell		-			676,000			-			-		XCEEDS			2,799,159
Value in use		-			-			-			-			-		-
RECOVERABLE AMOUNT		-			676,000			-			-		XCEEDS			2,799,159
Impairment losses recognized		(152,023	)		(24,000	)		(160,008	)		(50,000	)		-		(80,114	)

F-16

Table of Contents

~~F-17~~Related ~~Table~~Party ~~of Contents~~Transactions

The Company entered a Line of Credit with Paul Rosenberg for up to $100,000 in funding on May 1, 2016. On May 1, 2017, the Company increased the amount of the Line of Credit and Convertible Promissory Note ~~10: Liabilities~~for up to $250,000 in funding by Paul Rosenberg to accurately record the day-to-day transactions of the Company and Paul Rosenberg. In February 2019 we increased the line of credit to $1,000,000. As of April 30, 2019, the Company owed Mr. Rosenberg $1,219,412, which included the amount of $120,000 earned, covered under his employment agreement which was not paid to Mr. Rosenberg. On August 1, 2019 the Company settled the account reducing the amount owed to Paul Rosenberg in the amount of $1,221,871. As payment of this amount was the transfer of the real estate property owned by CAAcres, Inc., in the amount of $314,105 and the transfer of ATM’s owned in the amount of $408,166, with the remainder of the amount due recognized as gain on sale of assets. Since the settlement, Paul Rosenberg has expended an additional $110,923 to third party vendors on behalf of MCIG. The Company has no agreement with Paul Rosenberg for these payments. The Company records the advances as payable to related party.

~~Notes~~On ~~Payable~~September 1, 2016, the Company entered into an employment agreement with Michael Hawkins, the Chief Financial Officer and an employment agreement with Paul Rosenberg, the Chief Executive Officer of the Company (“employees”). Mr. Hawkins was the Interim Chief Financial Officer which agreement was scheduled to expire on September 6, 2016. Mr. Rosenberg has been the CEO since inception and served without an agreement. The terms of the Agreement are the same. The agreements call for $156,000 per year base salary with a three-year term. Only $3,000 per month guaranteed to be paid in cash, while the remainder ($10,000 per month) is booked as a note due, which may be converted into shares of the company at then current price per share. The initial year’s conversion option was accrued upon entering into the agreement. The employees earn annual bonuses based upon gross sales, net profits, and annual increases in sales and profits. The Company and employees may elect to convert a portion of this salary into equity of the company. In addition, each employee was issued a seven-year warrant to acquire four percent (4%) of the Company Stock at the market price as of September 1, 2016 with 25% vested immediately and 25% on each subsequent year anniversary of employment. On September 1, 2017 Mr. Hawkins agreement was modified to $10,000 per month and his options vested. The employment agreements expired on August 30, 2019. Mr. Hawkins elected not to extend the agreement and resigned as the Chief Financial Officer. Paul Rosenberg stopped receiving payments under his agreement effective October 31, 2019 and currently receives no compensation as CEO/CFO of the Company.

~~The~~On ~~notes~~August ~~payable of $375~~2,~~000~~ is2018 ~~owed~~Paul toRosenberg ~~Apex~~converted ~~Management~~8,000,000 ~~under~~Series ~~settlement~~A ~~agreement. The~~Preferred ~~Company~~stock ~~currently~~into ~~pays $20~~80,000,000 ~~per~~common ~~month.~~shares of stock.

InOn ~~addition~~August ~~to these amounts~~15, we2018 ~~owe~~ Paul Rosenberg ~~(see~~and ~~Related~~Michael ~~Party)~~Hawkins ~~$110~~became the majority owners of Tuero Capital,~~193~~ asInc., ~~due~~which subsequently changed its name to ~~related~~Redfern ~~party~~BioSystems, Inc. ~~There~~ ~~are~~The noCompany ~~current~~converted ~~agreements~~its inoutstanding ~~place~~of ~~for~~$9,949 ~~these~~debt ~~payments~~into ~~made~~equity byand ~~Paul~~currently ~~Rosenberg~~owns on1,902,375. ~~behalf~~Subsequently of the ~~Company. The~~company ~~Company~~sold ~~treats~~www.cbd.biz ~~these~~to asRedfern ~~notes~~BioSystems ~~payable~~(see toNote a15: ~~related~~Sale ~~party~~of Asset).

~~Accounts~~On ~~Payable~~August 1, 2018 the company’s Chief Financial Officer, Michael Hawkins, exercised a Warrant purchasing 5,416,551 shares of common stock at the price of $0.025, totaling $135,414. The purchase price was offset by the $135,414 owed to Mr. Hawkins under his employment agreement. The shares were issued to Epic Industry Corp, a private company owned 100% by Michael Hawkins.

~~The~~On ~~following~~May ~~table~~2, ~~represents~~2019 ~~the~~Paul ~~outstanding~~Rosenberg ~~payables~~converted ~~and~~500,000 ~~accrued~~shares ~~expenses:~~of Series A Preferred Stock into 5,000,000 common shares of stock.

Accounts Payable and Accrued Expenses
	As of April 30,
	2020		2019
Payroll liabilities	$	-	$	48,516
A/P to related parties		-		441,125
A/P for corporate		-		7,516
A/P for construction		53,531		74,251
A/P for retail sales		-		114,793
A/P for technologies		-		14,633
A/P for agriculture		119,787		129,787
Total Accounts Receivable	$	173,317	$	830,621

On October 13, 2019 Paul Rosenberg retired 30,000,000 shares of common stock.

~~Note~~On ~~11:~~October ~~Consolidated~~13, ~~Statements~~2019 the Company settled the account payable owed Paul Rosenberg and Michael Hawkins. In exchange for the elimination of ~~Operations~~$295,725 ~~Notes~~owed to Paul Rosenberg and $129,140 owed to Michael Hawkins, the Company provided $27,930 of assets owned by VitaCig, and assigned the $100,000 owed by Redfern to the Company to Paul Rosenberg and Michael Hawkins. The remaining balance of $296,935 was recorded as a gain on the sale of assets.

~~Professional~~The ~~Fees~~Company entered a Line of Credit with OBITX, to provide up to $500,000 in funding on November 1, 2016. It was given at a 0% interest rate and is payable upon termination date with the option to convert the agreement into equity at a 15% discount to the then current market rate. The Line of Credit was increased to $1,000,000 on January 1, 2018 and expired January 1, 2020. As of April 30, 2021, and April 30, 2019, the amount outstanding on the Line of Credit owed to MCIG was $218,257 and $618,277, respectively.

~~The~~F-17 ~~Company’s~~Table ~~professional fees consists~~ of legal fees, accounting fees, securities fees, and other licensed professional fees. The legal fees include general corporate counsel fees, legal expenses associated with various lawsuits, and the preparation of SEC filings. Following is a breakdown of the professional fees for the periods ending April 30, 2020 and April 30, 2019: Contents

Professional Fees
	For the year ending April 30,
	2020			2019
Legal fees associated with litigation	$	-		$	256,803
Corporate legal fees		38,327			69,965
Accounting fees		19,500			52,967
Securities fees		5,375			27,421
Other licensed professional fees		-			6,675
Adjustment for discontinued ops		(21,929	)		-
Total Professional fees	$	41,273		$	413,831

Note 15. Commitments and Contingencies

~~F-18~~Rent ~~Table~~expense offor ~~Contents~~the year ended April 30, 2021 and 2020 was $0 and $28,735, respectively. The company currently rents office space through its registered agent in Puerto Rico on a month-by-month basis.

~~Selling,~~Note ~~General,~~16. ~~and~~Stockholders’ ~~Administration~~Equity

~~The~~Common Company’s selling, general, and administration expenses were $401,739 and $536,735 for the periods ending April 30, 2020 and April 30, 2019, respectively. The following chart is a breakdown of those expenses:Stock

Selling, General, and Administration
	For the year ending April 30,
	2020			2019
Auto Expenses	$	9,403		$	12,729
Bank service charges		4,541			6,122
Business License		3,963			159
Payroll		291,198			331,090
Travel		12,493			50,596
Office Supplies		37,766			57,728
Computer and Internet Expenses		11,018			17,517
Shipping and Postage		100			737
Rent		28,735			55,509
Research and Development		-			710
Utilities		2,615			3,838
Adjustment for discontinued ops		(390,375	)		-
	$	11,457		$	536,735

The Company was authorized to issue 2,000,000,000 common shares at a par value of $0.0001. As of April 30, 2021, the Company had issued and outstanding, 775,874,596 common shares. During 2021 we issued 270,5000,00 shares of common stock.

~~Bad~~Preferred ~~Debts~~Stock

The Company has ~~recorded~~authorized ~~bad~~90,000,000 ~~debt~~shares ~~in the amounts~~ of $0preferred ~~and $1~~stock,~~372,725~~ ~~for~~of ~~the~~which ~~periods~~it ~~ending~~has ~~April~~designated 3090,000,000 ~~2020~~as ~~and~~Series ~~April~~A 30Preferred, ~~2019,~~at ~~respectively~~$0.0001 par value. The $1Company has 33,~~372~~350,~~725~~000 ofissued ~~bad~~and ~~debt~~outstanding ~~for~~as ~~the~~of ~~period ending~~ April 30, ~~2019~~2021. ~~consists~~Each share of ~~$1,254,500~~the ofPreferred ~~bad~~Stock ~~debt~~has ~~through~~10 ~~OBITX,~~votes ~~$113,833~~on ~~with~~all ~~CBJ,~~matters ~~and~~presented ~~$4,392~~to be voted by the holders of ~~bad~~the ~~debt~~Company’s incommon ~~BOTS~~stock.

Note ~~12: Discontinued~~17. ~~Operations~~Income Taxes

InThe ~~2020~~items ~~the~~accounting ~~Company~~for ~~elected~~the todifference ~~discontinue~~between ~~its~~income ~~operations~~taxes incomputed ~~retail~~at ~~operations~~the ~~which~~federal ~~included~~statutory ~~sales~~rate ~~under VitaCig, MCig Internet, CBJ,~~ and ~~Vapolution. The~~the ~~retail~~provision ~~discontinued operation loss~~ for ~~the~~income ~~year~~taxes ~~ending~~were ~~April~~as ~~30, 2020 was $3,165,717.~~ follows:

In 2019 the Company elected to discontinue its operations in construction under GROW and agriculture under NYACRES. In addition, OBITX has discontinued its operations under altCUBE. The following chart shows the losses we have incurred as part of the discontinued operations.

	2021			2020
Statutory federal income tax rate		34.0	%		34.0	%
State income taxes, net of federal taxes		6.0	%		6.0	%
Non-deductible items		(1.0	)%		(1.0	)%
Valuation allowance		(39.0	)%		(39.0	)%
Effective income tax rate		0.0	%		0.0	%

InThe ~~addition~~Company may not be able to utilize the net operating loss carry forwards for its U.S. income taxes in future periods should it experience a change in ownership as defined in Section 382 of the Internal Revenue Code (“IRC”). Under section 382, weshould ~~adjusted~~the ~~our~~Company ~~assets~~experience a more than 50% change in its ownership over a 3-year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it could utilize in that year of the net operating loss carry forwards. Section 382 of the Internal Revenue Code (“IRC”) imposes limitations on the use of NOL’s and ~~liabilities~~credits ~~accordingly~~following changes in ownership as defined in the IRC. The limitation could reduce the amount of benefits that would be available to offset future taxable income each year, starting with the year of an ownership change. The Company has not completed the complex analysis required by the IRC to determine if an ownership change has occurred.

F-1918 Table of Contents

Discontinued Operations
Income Tax Computation
mCig Internet	$	(60,400	)
	2021 Tax Asset			2020 Tax Asset
Vapolution		(92,452	)
NOL		10,814,168			6,881,107
CBJ		(125,289	)
VitaCig		(296,374	)
Adjust assets/liabilities		(2,591,202	)
Total	$	(3,165,717	)

~~Note~~The 13Company has not performed a change in ownership analysis since its inception in 2010 and, accordingly, some or all of its net operating loss carry forwards may not be available to offset future taxable income. ~~Sale~~ Even if the loss carry forwards are available, they may be subject to substantial annual limitations resulting from past ownership changes, and ownership changes occurring after April 30, 2021, that could result in the expiration of ~~Asset~~the loss carry forwards before they are utilized.

OnThe ~~September~~nature ~~15,~~of ~~2019~~the components of the ~~Company~~deferred ~~sold~~tax asset is entirely attributable to the ~~domain~~Net ~~name~~operating ~~www.cbd.biz~~loss carry-forwards incurred by the Company less any permanent differences that maybe used in future years to ~~Redfern~~offset ~~BioSystems,~~future ~~Inc~~tax liabilities., ~~for~~We ~~$90,000. The~~believe ~~following~~that ~~chart~~it ~~represents~~is more likely than not that ~~sale~~the ~~transaction~~benefit from certain NOL carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance to offset the deferred tax assets relating to these NOL carryforwards.

Sale of CBD.BIZ
Notes receivable		100,000
Income for financing		(10,000	)
Total sales price	$	90,000
Domain name acquisition cost		82,500
Accumulated amortization		(11,458	)
Total reductions from sales price		71,042
Gain on asset	$	18,958

The Company periodically evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carry-forward periods available to the Company for tax reporting purposes, and other relevant factors. At April 30, 2021 and 2020, deferred tax assets have been fully offset by a valuation allowance.

The Company ~~entered~~files ~~into~~income atax ~~secured~~returns ~~convertible~~in ~~promissory~~the ~~note with Redfern~~U. ~~The~~S. ~~note~~federal ~~is due on September 14~~jurisdiction, ~~2020. Should~~and ~~Redfern~~with ~~default~~ the ~~Company~~State ~~may convert the secured promissory note into 40 million common shares~~ of ~~Redfern~~California, ~~representing~~Florida, ~~approximately~~New ~~75% of the business. Should the Company not elect to convert in the event of nonpayment by Redfern~~York, ~~the Company may take possession of the domain www.cbd.biz~~ and ~~its business operations~~Nevada. On ~~September~~The ~~18, 2019 the~~ Company ~~assigned~~is ~~the~~subject ~~note~~ to ~~Paul Rosenberg and Michael Hawkins (see Related Party Transactions).~~

~~Note~~U.S. 14federal and state income tax examinations by tax authorities for tax years 2014 through 2019 due to net operating losses that are being carried forward for tax purposes. ~~Related~~The ~~Parties~~Company does not have any uncertain tax positions or unrecognized tax benefits at April 30, 2021 or 2020. The Company’s policy is to recognize interest and ~~Related~~penalties ~~Party~~related ~~Transactions~~to income taxes as components of interest expense and other expense, respectively.

~~Related~~F-19 ~~Parties~~Table of Contents

InNote ~~addition~~18. toBasic ~~the~~Loss ~~subsidiaries~~per ofShare ~~the~~before ~~Company,~~Non-Controlling ~~the following individuals/entities have been identified as related parties in accordance with the guidelines of ASC 850 – Related Party Disclosures:~~Interest

Related Parties
Name/Entity	Position	Became	Ended
Paul Rosenberg	CEO/Director	January 1, 2012	Current
Michael Hawkins	CFO	April 8, 2016	August 30, 2019
OBITX, Inc.	Significant Shareholder	April 3, 2017	Current

Basic Loss Per Share - The computation of basic and diluted loss per common share is based on the weighted average number of shares outstanding during each period.

F-20 Table of Contents

Basic Income (Loss) Per Common Share

	For the period ended April 30,
	2021			2020
Net income from continuing operation (loss) before non-controlling interest		(4,205,939	)
Net income (loss) before non-controlling interest		(8,026,463	)		(3,883,988	)
Net income (loss) from non-controlling interest		-			-
Net income (loss)		(8,026,463	)		(3,883,988	)
Basic income (loss) per common share from continuing operation		(0.0054	)		(0.0014	)
Basic income (loss) per common share from non-controlling interest		0.0000			0.0000
Basic income (loss) per share		(0.0103	)		(0.0076	)
Basic weighted average number of shares outstanding		775,874,596			505,071,171

~~Related~~The ~~Party~~computation ~~Transactions~~of basic loss per common share is based on the weighted average number of shares outstanding during the year.

The Company entered a Line of Credit with Paul Rosenberg (see Subsequent Events) for up to $100,000 in funding on May 1, 2016. On May 1, 2017, the Company increased the amount of the Line of Credit and Convertible Promissory Note ~~for up to $250,000 in funding by Paul Rosenberg to accurately record the day-to-day transactions of the Company and Paul Rosenberg~~19. InStock ~~February~~Option 2019 we increased the line of credit to $1,000,000. As of April 30, 2019, the Company owed Mr. Rosenberg $1,219,412, which included the amount of $120,000 earned, covered under his employment agreement which was not paid to Mr. Rosenberg. On August 1, 2019 the Company settled the account reducing the amount owed to Paul Rosenberg in the amount of $1,221,871. As payment of this amount was the transfer of the real estate property owned by CAAcres, Inc., in the amount of $314,105 and the transfer of ATM’s owned in the amount of $408,166, with the remainder of the amount due recognized as gain on sale of assets. Since the settlement, Paul Rosenberg has expended an additional $110,923 to third party vendors on behalf of MCIG. The Company has no agreement with Paul Rosenberg for these payments. The Company records the advances as payable to related party.Plan

OnUnder ~~September~~its 1,Year 2016, ~~the~~Stock ~~Company~~Option ~~entered~~Plan ~~into an employment agreement with Michael Hawkins,~~ (the ~~Chief Financial Officer and an employment agreement with Paul Rosenberg, the Chief Executive Officer of the Company (~~“~~employees~~Plan”)~~. Mr. Hawkins was the Interim Chief Financial Officer which agreement was scheduled to expire on September 6~~, ~~2016. Mr. Rosenberg has been~~ the ~~CEO~~Company ~~since~~grants ~~inception~~stock ~~and~~options ~~served without an agreement. The terms of the Agreement are the same. The agreements call~~ for ~~$156,000 per year base salary with~~ a ~~three-year~~fixed ~~term.~~number ~~Only~~of ~~$3,000~~shares ~~per month guaranteed~~ to be paid in cash, while the remainder ($10,000 per month) is booked as a note due, which may be converted into shares of the company at then current price per share. The initial year’s conversion option was accrued upon entering into the agreement. The employees ~~earn annual bonuses based upon gross sales, net profits,~~ and ~~annual~~directors ~~increases~~with inan ~~sales~~exercise ~~and~~price ~~profits.~~equal ~~The Company and employees may elect~~ to ~~convert a portion of this salary into equity of~~ the ~~company. In~~fair ~~addition,~~market ~~each~~value ~~employee was issued a seven-year warrant to acquire four percent (4%)~~ of the ~~Company~~shares ~~Stock~~ at the ~~market~~date ~~price as~~ of ~~September 1, 2016 with 25% vested immediately and 25% on each subsequent year anniversary of employment~~grant. On September 1, 2017 Mr. Hawkins agreement was modified to $10,000 per month and his options vested. The employment agreements expired on August 30, 2019. Mr. Hawkins elected not to extend the agreement and resigned as the Chief Financial Officer. Paul Rosenberg stopped receiving payments under his agreement effective October 31, 2019 and currently receives no compensation as CEO/CFO of the Company.

OnOptions ~~August~~granted 2under the Plan are exercisable at the exercise price of grant and, ~~2018~~subject ~~Paul~~to ~~Rosenberg~~termination ~~converted~~of 8employment,~~000~~ expire three years from the date of issue,~~000~~ ~~Series~~are Anot ~~Preferred~~transferable ~~stock~~other ~~into~~than 80on death,~~000~~ and vest in monthly installments commencing at various times from the date of grant. As of April 30,~~000~~ ~~common~~2021, ~~shares~~the Company recorded compensation cost of $0 within operating expenses related to stock options granted in 2020.

OnThe ~~August~~Company ~~15,~~issued ~~2018~~no ~~Paul~~options ~~Rosenberg~~during ~~and~~fiscal ~~Michael~~year ~~Hawkins~~2020. ~~became~~The ~~the~~weighted ~~majority~~average ~~owners~~fair ofvalue ~~Tuero~~at ~~Capital,~~date ~~Inc.,~~of ~~which~~grant ~~subsequently~~for ~~changed~~options ~~its~~granted ~~name~~during tofiscal ~~Redfern~~2019 ~~BioSystems,~~is ~~Inc~~$0. ~~The~~1362 ~~Company~~per ~~converted~~option. ~~its~~The ~~outstanding~~fair value of ~~$9,949~~each ~~debt~~option ~~into~~at ~~equity~~date ~~and~~of ~~currently~~grant ~~owns~~utilized ~~1,902,375. Subsequently~~ the ~~company~~closing ~~sold~~price ~~www.cbd.biz~~of tothe ~~Redfern~~stock ~~BioSystems~~on ~~(see~~the ~~Note~~date ~~15: Sale~~ of ~~Asset)~~issue.

OnF-20 ~~August~~Table ~~1, 2018 the company’s Chief Financial Officer, Michael Hawkins, exercised a Warrant purchasing 5,416,551 shares~~ of common stock at the price of $0.025, totaling $135,414. The purchase price was offset by the $135,414 owed to Mr. Hawkins under his employment agreement. The shares were issued to Epic Industry Corp, a private company owned 100% by Michael Hawkins.Contents

OnA ~~May~~summary 2,of ~~2019~~the ~~Paul~~Company’s ~~Rosenberg~~stock ~~converted~~option ~~500,000~~plan ~~shares~~as of ~~Series~~April ~~A Preferred Stock into 5~~30,~~000,000~~ ~~common~~2021 ~~shares~~is ofpresented ~~stock.~~below:

On October 13, 2019 Paul Rosenberg retired 30,000,000 shares of common stock.

Stock Option Summary
	Shares		Weighted Average Exercise Price

Options outstanding at May 1, 2020		11,550,000	$	0.0485
Granted in FY 2020		-		-
Forfeited in FY 2020		-		-
Exercised in FY 2020		-		-
Options outstanding at April 30, 2020		11,550,000		-

Granted in FY 2020		-		-
Forfeited in FY 2020		-		-
Exercised in FY 2020		-		-
Options outstanding at April 30, 2021		11,550,000	$	0.0485

OnThere ~~October~~are ~~13,~~currently ~~2019 the Company settled the account payable owed Paul Rosenberg and Michael Hawkins. In exchange for the elimination of $295~~14,~~725 owed to Paul Rosenberg and $129~~400,~~140 owed to Michael Hawkins, the Company provided $27,930 of assets owned by VitaCig, and assigned the $100,~~000 ~~owed~~unissued byoptions ~~Redfern~~under to the ~~Company~~2016 toStock ~~Paul~~Option ~~Rosenberg and Michael Hawkins~~Plan. ~~The remaining balance of $296,935 was recorded as a gain on the sale of assets.~~

The ~~Company~~following ~~entered~~table asummarizes ~~Line~~information offor ~~Credit~~stock ~~with~~options ~~OBITX,~~outstanding ~~to provide up to $500,000 in funding on November 1, 2016. It was given~~ at a 0% interest rate and is payable upon termination date with the option to convert the agreement into equity at a 15% discount to the then current market rate. The Line of Credit was increased to $1,000,000 on January 1, 2018 and expired January 1, 2020. As of April 30, ~~2020, and April 30, 2019, the amount outstanding on the Line of Credit owed to MCIG was $218,257 and $618,277, respectively. (For further information see Note 22 – Subsequent Events).~~2021:

~~F-21~~Options ~~Table~~Outstanding ofOptions ~~Contents~~Exercisable

Note 15. Commitments and Contingencies

Options Outstanding

Options Exercisable

Weighted-

Range of

Number

Average

Number

Average

Exercise

Outstanding

Remaining

Exercise

Exercisable

Exercise

Prices

@ 4/30/20

in years

Price

@ 4/30/19

Price

0.034 - $0.244

11,550,000

0.0937

11,550,000

0.0937

~~Rent~~Note ~~expense for the year ended April 30, 2020 and 2019 was $28,735 and $55,509, respectively~~20. ~~The~~ ~~company currently rents office space through its registered agent in Puerto Rico on a month-by-month basis.~~Warrants

~~Note~~A 16total of 43,332,412 warrants were issued on September 1, 2016 to various individuals/entities. ~~Stockholders’~~These ~~Equity~~warrants were issued as a condition of employment agreements with the CEO and CFO. A total of 10,833,103 shares vests immediately with 10,833,103 vesting on the anniversary date for three years. The conversion price of the warrants is at $0.025.

~~Common~~On ~~Stock~~January 31, 2017, the company granted Mr. Rosenberg and Mr. Hawkins a five-year warrant to purchase 250,000 shares each of common stock at $0.75 per share.

~~The~~On ~~Company~~September ~~was authorized to issue 2~~1,~~000,000,000~~ ~~common~~2017 ~~shares at a par value of $0.0001. As of April 30, 2020,~~ the ~~Company~~remaining ~~had~~warrants issued ~~and~~to ~~outstanding,~~Michael ~~505,374,596 common shares~~W. ~~During~~ ~~2020~~Hawkins wewere ~~issued~~vested ~~20,250,00~~in ~~shares~~exchange ~~of common stock and cancelled 30,000,000 shares of common stock~~ for ahis ~~net~~ reduction ofin ~~9,750,000~~salary.

~~Preferred~~F-21 ~~Stock~~Table of Contents

~~The~~A ~~Company~~summary ~~has authorized 90,000,000 shares~~ of ~~preferred~~warrant ~~stock,~~activity offor ~~which~~period itended ~~has designated 90,000,000 as Series A Preferred, at $0.0001 par value. The Company has 3,350,000 issued and outstanding as of~~ April 30, ~~2020.~~2021 ~~Each~~is ~~share~~as ~~of the Preferred Stock has 10 votes on all matters presented to be voted by the holders of the Company’s common stock.~~ follows:

During 2020 APO Holdings elected to convert 1,000,000 shares of Series A Preferred stock into 10,000,000 shares of common stock.

Stock Warrant Summary
	Shares		Weighted Average Exercise Price

Warrants outstanding at May 1, 2018		26,582,579	$	0.025
Granted in FY 2019		-		-
Exercised in FY 2019		5,416,551		0.025
Warrants outstanding at April 30, 2019		21,166,208		0.206

Granted in FY 2020		-		-
Exercised in FY 20120		-		-
Options outstanding at April 30, 2021		21,166,208	$	0.206

Note 1721. ~~Income~~Subsequent ~~Taxes~~Events

~~The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes were as follows:~~None.

	2020			2019
Statutory federal income tax rate		34.0	%		34.0	%
State income taxes, net of federal taxes		6.0	%		6.0	%
Non-deductible items		(1.0	)%		(1.0	)%
Valuation allowance		(39.0	)%		(39.0	)%
Effective income tax rate		0.0	%		0.0	%

F-22

Table of Contents

~~The~~ITEM ~~Company may not be able to utilize the net operating loss carry forwards for its U~~9.S. ~~income~~CHANGES ~~taxes~~IN inAND ~~future~~DISAGREEMENTS ~~periods~~WITH ~~should~~ACCOUNTANTS itON ~~experience~~ACCOUNTING aAND ~~change~~FINANCIAL ~~in ownership as defined in Section 382 of the Internal Revenue Code (“IRC”)~~DISCLOSURE. Under section 382, should the Company experience a more than 50% change in its ownership over a 3-year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it could utilize in that year of the net operating loss carry forwards. Section 382 of the Internal Revenue Code (“IRC”) imposes limitations on the use of NOL’s and credits following changes in ownership as defined in the IRC. The limitation could reduce the amount of benefits that would be available to offset future taxable income each year, starting with the year of an ownership change. The Company has not completed the complex analysis required by the IRC to determine if an ownership change has occurred.

~~F-22~~On ~~Table~~October 9, 2019, and effective the same date, on the recommendation of ~~Contents~~the Registrant’s Board of Directors, the Registrant engaged Weinstein International CPA, as its independent registered audit firm to audit the Registrant’s financial statements for the fiscal year ended April 30, 2019 and to perform procedures related to the financial statements included in the Registrant’s quarterly reports on Form 10-Q, beginning with the quarter ending July 31, 2019. The Company elected to utilize Weinstein International CPA as its independent registered audit firm to audit the Registrant’s financial statements for the fiscal year ended April 30, 2021.

Income Tax Computation
	2020			2019
	Tax Asset			Tax Asset
Income (Loss) per Books		(3,883,988	)		(3,057,241	)
Sales of non-taxable assets		-			-
Deferred Expenses		-			-
Stock-based compensation		273,000			28,900
Stock received for sales		-			-
Amortization		172,199			-
NOL (Net Income)		3,438,789			3,028,341
Prior NOL		3,422,318			413,977
Current NOL		6,881,107			3,422,318

ITEM 9A. CONTROLS AND PROCEDURES.

AtEVALUATION ~~April~~OF ~~30,~~DISCLOSURE ~~2020~~CONTROLS ~~and~~AND 2019, the Company had net operating loss carry forwards available to offset future taxable income of approximately $6,881,107 and $3,422,228, respectively. These carry forwards will begin to expire in the year ending December 31, 2026. Utilization of the net operating loss carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. PROCEDURES

~~The~~Disclosure ~~Company~~controls ~~has~~and ~~not~~procedures ~~performed~~(as adefined ~~change~~ in ~~ownership~~Rules ~~analysis~~13a-15(e) ~~since~~and ~~its~~15d-15(e) ~~inception~~under inthe ~~2010~~Exchange ~~and,~~Act) ~~accordingly,~~are ~~some~~designed orto ~~all~~ensure ofthat ~~its~~information ~~net~~required ~~operating~~to ~~loss~~be ~~carry~~disclosed ~~forwards~~in ~~may~~reports ~~not~~filed beor ~~available~~submitted tounder ~~offset~~the ~~future~~Exchange ~~taxable~~Act ~~income.~~is ~~Even~~recorded, ifprocessed, summarized and reported within the ~~loss~~time ~~carry~~periods ~~forwards~~specified ~~are~~in ~~available,~~SEC ~~they~~rules ~~may~~and beforms. ~~subject~~Disclosure tocontrols ~~substantial~~and ~~annual~~procedures ~~limitations~~are ~~resulting~~also ~~from~~designed ~~past~~to ~~ownership~~ensure ~~changes,~~that ~~and~~such ~~ownership~~information ~~changes~~is ~~occurring~~accumulated ~~after~~and ~~April~~communicated ~~30,~~to ~~2020~~management, ~~that~~including ~~could~~the ~~result~~principal inexecutive ~~the~~officer ~~expiration~~and ofprincipal ~~the~~financial ~~loss~~officer, ~~carry~~to ~~forwards~~allow ~~before~~timely ~~they~~decisions ~~are~~regarding ~~utilized~~required disclosures.

~~The~~We ~~nature~~carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the ~~components~~effectiveness of the ~~deferred~~design ~~tax~~and ~~asset~~operation isof ~~entirely~~our ~~attributable~~disclosure tocontrols and procedures as of April 30, 2021. In designing and evaluating the ~~Net~~disclosure ~~operating~~controls ~~loss~~and ~~carry-forwards~~procedures, ~~incurred~~management byrecognizes that there are inherent limitations to the ~~Company~~effectiveness ~~less~~of any ~~permanent~~system ~~differences~~of ~~that~~disclosure ~~maybe~~controls ~~used~~and inprocedures, ~~future~~including ~~years~~the topossibility ~~offset~~of ~~future~~human ~~tax~~error ~~liabilities~~and the circumvention or overriding of the controls and procedures. We ~~believe~~Accordingly, ~~that~~even iteffective 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 ~~more~~required ~~likely~~to ~~than~~apply ~~not~~its ~~that~~reasonable judgment. Based on the ~~benefit~~evaluation ~~from~~described ~~certain~~above, ~~NOL~~our ~~carryforwards~~principal ~~will~~executive officer and principal financial officer concluded that our disclosure controls and procedures were not beeffective ~~realized.~~as Inof ~~recognition~~the end of ~~this~~the ~~risk,~~period wecovered ~~have~~by ~~provided~~this areport ~~valuation~~because ~~allowance~~we todid ~~offset~~not ~~the~~document ~~deferred~~our ~~tax~~Sarbanes-Oxley ~~assets~~Act ~~relating~~Section to404 ~~these~~internal ~~NOL~~controls ~~carryforwards~~and procedures.

~~The~~As ~~Company~~funds ~~periodically~~become ~~evaluates~~available ~~the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance~~ to ~~the~~us, ~~extent~~we ~~the~~expect ~~future realization of the deferred tax assets is not judged~~ to beimplement ~~more~~additional ~~likely~~measures than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carry-forward periods available to ~~the~~improve ~~Company~~disclosure ~~for~~controls ~~tax reporting purposes,~~ and ~~other~~procedures ~~relevant~~such ~~factors.~~as Atimplementing ~~April 30, 2020~~ and ~~2019,~~documenting ~~deferred~~our ~~tax~~internal ~~assets~~controls ~~have been fully offset by a valuation allowance~~procedures.

~~The~~SCOPE ~~Company~~OF ~~files income tax returns in the U.~~MANAGEMENT’S. ~~federal~~REPORT ~~jurisdiction,~~ON ~~and~~INTERNAL ~~with~~CONTROL ~~the~~OVER ~~State~~FINANCIAL of California, Florida, New York, and Nevada. The Company is subject to U.S. federal and state income tax examinations by tax authorities for tax years 2014 through 2019 due to net operating losses that are being carried forward for tax purposes. The Company does not have any uncertain tax positions or unrecognized tax benefits at April 30, 2020 or 2019. The Company’s policy is to recognize interest and penalties related to income taxes as components of interest expense and other expense, respectively.REPORTING

~~F-23 Table of Contents~~N/A

~~Note~~MANAGEMENT’S ~~18.~~REPORT ~~Basic~~ON ~~Loss~~INTERNAL ~~per~~CONTROL ~~Share~~OVER ~~before~~FINANCIAL ~~Non-Controlling Interest~~REPORTING

~~Basic~~Our ~~Loss~~management ~~Per~~is ~~Share~~ responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) ~~The~~promulgated ~~computation~~under the Securities Exchange Act of ~~basic~~1934 as a process designed by, or under the supervision of, our principal executive officer and ~~diluted~~principal ~~loss~~financial ~~per~~officer ~~common~~and ~~share~~effected isby ~~based~~our onboard of directors, management and other personnel, to provide reasonable assurance regarding the ~~weighted~~reliability ~~average~~of ~~number~~financial reporting and the preparation of ~~shares~~financial ~~outstanding~~statements ~~during~~for ~~each~~external ~~period.~~purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

Basic Income (Loss) Per Common Share
	For the period ended April 30,
	2020			2019
Net income from continuing operation (loss) before non-controlling interest		(718,386	)		(3,655,702	)
Net income (loss) before non-controlling interest		(3,883,988	)		(4,134,947	)
Net income (loss) from non-controlling interest		-			1,077,706
Net income (loss)		(3,883,988	)		(3,057,241	)
Basic income (loss) per common share from continuing operation		(0.0014	)		(0.0074	)
Basic income (loss) per common share from non-controlling interest		0.0000			0.0022
Basic income (loss) per share		(0.0076	)		(0.0062	)
Basic weighted average number of shares outstanding		505,071,171			493,439,072

	·	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

	·	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that our receipts and expenditures are being made only in accordance with authorizations of our management and board of directors; and

	·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

~~The~~Our ~~computation~~Chief ofExecutive ~~basic~~Officer ~~loss~~and ~~per~~Chief ~~common~~Financial ~~share~~Officer ishave ~~based~~performed onan evaluation of our internal control over financial reporting under the ~~weighted~~framework ~~average~~in ~~number~~Internal Control-Integrated Framework (2013), issued by the Committee of ~~shares~~Sponsoring ~~outstanding~~Organizations ~~during~~of the ~~year~~Treadway Commission. The objective of this assessment was to determine whether our internal control over financial reporting was effective at April 30, 2021.

~~Note~~Based 19on the results of its assessment, our management concluded that our internal control over financial reporting was not effective as of April 30, 2021 based on such criteria. ~~Stock~~The ~~Option~~matters ~~Plan~~involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

~~Under~~27 ~~its~~Table ~~Year 2016 Stock Option Plan (the “Plan”), the Company grants stock options for a fixed number~~ of ~~shares to employees and directors with an exercise price equal to the fair market value of the shares at the date of grant.~~ Contents

~~Options~~Risk granted under the Plan are exercisable at the exercise price of grant and, subject to termination of employment, expire three years from the date of issue, are not transferable other than on death, and vest in monthly installments commencing at various times from the date of grant. As of April 30, 2020, the Company recorded compensation cost of $0 within operating expenses related to stock options granted in 2020. Assessment

~~The~~We ~~Company~~did ~~issued~~not nohave ~~options~~an ~~during~~effective ~~fiscal~~risk ~~year~~assessment ~~2020~~process. ~~The~~ ~~weighted~~From ~~average~~a ~~fair~~governance ~~value~~perspective, atwe ~~date~~historically ofdid ~~grant~~not ~~for~~have ~~options~~a ~~granted~~formal ~~during~~process ~~fiscal~~to ~~2019~~identify, isupdate ~~$0.1362~~and ~~per~~assess ~~option.~~risks, ~~The~~including ~~fair~~changes ~~value~~in ofour ~~each~~business ~~option~~practices atthat ~~date~~could ofsignificantly ~~grant~~impact ~~utilized~~our ~~the~~consolidated ~~closing~~financial ~~price~~statements ofas ~~the~~well ~~stock~~as on the ~~date~~system of ~~issue.~~internal control over financial reporting.

~~F-24~~Control ~~Table of Contents~~Environment

AWe ~~summary~~did ofnot ~~the~~maintain ~~Company’s~~an ~~stock~~effective ~~option~~control ~~plan~~environment as ofevidenced ~~April 30, 2020 is presented below~~by:

Stock Option Summary
	Shares		Weighted Average Exercise Price
Options outstanding at May 1, 2018		12,076,830	$	0.0485
Granted in FY 2019		-		-
Forfeited in FY 2019		69,419		0.1840
Exercised in FY 2019		596,249		0.0340
Options outstanding at April 30, 2019		11,550,000		0.0485
Granted in FY 2019		-		-
Forfeited in FY 2019		-		-
Exercised in FY 2019		-		-
Options outstanding at April 30, 2020		11,550,000	$	0.0485

	·	Lack of majority independent board members.
	·	An insufficient number of personnel to adequately exercise appropriate oversight of accounting judgements and estimates.

~~There~~Control ~~are currently 14,400,000 unissued options under the 2016 Stock Option Plan.~~Activities

~~The~~We ~~following~~did ~~table~~not ~~summarizes~~have ~~information~~control ~~for~~activities ~~stock~~that ~~options~~were ~~outstanding~~designed atand ~~April~~operating 30effectively to identify and address all likely sources of material misstatements, ~~2020:~~including non- standard transactions. In addition, management review controls were not sufficient or in place to identify all potential accounting errors.

Options Outstanding

Options Exercisable

Weighted-

Range of

Number

Average

Number

Average

Exercise

Outstanding

Remaining

Exercise

Exercisable

Exercise

Prices

@ 4/30/20

in years

Price

@ 4/30/19

Price

$0.034 - $0.244

11,550,000

0.0937

11,550,000

0.0937

Information and Communications

~~Note~~We 20did not implement appropriate information technology controls related to access rights for certain financial spreadsheets that are relevant to the preparation of the consolidated financial statements and our system of internal control over financial reporting. ~~Warrants~~ In addition, we did not implement the appropriate information technology disaster recovery controls in place to ensure the completeness of financial information surrounding the Company’s revenues and inventory.

A total of 43,332,412 warrants were issued on September 1, 2016 to various individuals/entities. These warrants were issued as a condition of employment agreements with the CEO and CFO. A total of 10,833,103 shares vests immediately with 10,833,103 vesting on the anniversary date for three years. The conversion price of the warrants is at $0.025. Monitoring

OnWe ~~January~~did ~~31,~~not ~~2017,~~maintain ~~the~~effective ~~company~~monitoring ~~granted~~of ~~Mr.~~controls ~~Rosenberg~~related to the financial close and Mrreporting process. ~~Hawkins~~In aaddition, ~~five-year~~we ~~warrant~~did tonot ~~purchase~~maintain ~~250,000~~the ~~shares~~appropriate ~~each~~level of ~~common~~review ~~stock~~and atremediation ~~$0.75~~of ~~per~~internal ~~share~~control over financial reporting deficiencies throughout interim and annual financial periods.

OnWe ~~September~~have 1,not had sufficient time to fully remediate the aforementioned deficiencies and/or there was insufficient passage of time to evidence that the controls that were implemented during 2017 were effective. Therefore, the ~~remaining~~aforementioned ~~warrants~~control ~~issued~~deficiencies continued to ~~Michael~~exist Was of April 30, 2021. ~~Hawkins~~We ~~were~~believe ~~vested~~the control deficiencies described herein, individually and when aggregated, represent material weaknesses in ~~exchange~~our ~~for~~internal ~~his~~control ~~reduction~~over financial reporting at April 30, 2021 since such deficiencies result in ~~salary~~a reasonable possibility that a material misstatement in our annual or interim consolidated financial statements may not be prevented or detected on a timely basis by our internal controls. As a result of our assessment, we have therefore concluded that our internal control over financial reporting was not effective at April 30, 2021.

~~F-25~~This ~~Table~~annual report does not include an attestation report of ~~Contents~~our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only the management's report in this annual report

A28 ~~summary~~Table of ~~warrant activity for period ended April 30, 2020 is as follows:~~Contents

Stock Warrant Summary
	Shares		Weighted Average Exercise Price
Warrants outstanding at May 1, 2018		26,582,579	$	0.0250
Granted in FY 2019		-		-
Exercised in FY 2019		5,416,551		0.0250
Warrants outstanding at April 30, 2019		21,166,208		0.2060
Granted in FY 2020		-		-
Exercised in FY 20120		-		-
Options outstanding at April 30, 2020		21,166,208	$	0.2060

MATERIAL WEAKNESS DISCUSSION AND REMEDIATION

~~Note~~We ~~21.~~believe ~~Explanation~~that ofthe ~~Restatement~~consolidated offinancial ~~Balance~~statements ~~Sheet~~included in this Annual Report on Form 10-K for ~~January~~the 31year ended April 30, ~~2019~~2021 fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

~~The~~We ~~Company~~were isnot ~~filing~~able ato ~~restatement~~fully ofimplement ~~its year ending Balance Sheet for the period ending April 30, 2019, which was filed with the Securities~~ and/or ~~Exchange~~test ~~Commission (“SEC”) on November 19, 2019 (~~the ~~“Original~~design ~~Report”)~~ and ~~subsequently with each quarterly report filed with~~ the ~~SEC.~~operating ~~The~~effectiveness ~~financial~~of ~~statements contained in~~ our ~~Annual~~control ~~Report~~procedures onas ~~Form~~of ~~10-K for the period ended~~ April 30, ~~2019~~2021. ~~require~~This ~~restatement~~required inus ~~order~~ to ~~account~~design ~~for~~new ~~the~~processes ~~discontinued~~and ~~operations~~controls ofconcurrently, ~~the~~and ~~Company~~thus indid ~~order~~not ~~for~~allow aus ~~comparative~~sufficient ~~review~~time ~~for~~to ~~subsequent~~fully ~~year~~implement ~~endings. The~~and/or ~~changes~~test inthe ~~our~~design ~~consolidated~~and ~~Balance~~operating ~~Sheet~~effectiveness ~~are~~of ~~summarized,~~the ~~below.~~new <

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