~~U.S.~~Table ~~SECURITIES~~of ~~AND EXCHANGE COMMISSION Washington, D.C. 20549~~Contents

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 years ended April 30, 2019 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________~~

~~Commission~~☐ TRANSITION REPORT ~~file~~PURSUANT ~~number~~TO ~~333-225545~~SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~LUX~~For ~~AMBER~~the fiscal year ended April 30, ~~CORP.~~ 2021

Lux Amber, Corp.

(Exact name of registrant as specified in its charter)

Nevada	000-55554	~~EIN~~ 98-1414834
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(~~I.R.S.~~IRS ~~Employer~~Employee Identification No.)
Shaoyaoju Beili 207 Beijing, China		100029
(Address of principal executive offices)		(Zip Code)

~~Registrant’s~~6136 ~~telephone~~Frisco ~~number,~~Square ~~including area code: 702 425-3256~~Blvd.

Suite 400, #237

Frisco, TX 75034

(Address of Principal Executive Offices)

972-214-9764

(Issuer Telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading ~~Symbol~~symbol(s) Name of each exchange on which registered ~~None~~Common Stock LXAM N/A

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~if ~~12(g)~~the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:. ~~Common~~Yes ~~stock~~ ☐ No ☒

Indicate by check mark ~~whether~~if the registrant is anot required ~~well-known~~to ~~seasoned~~file ~~issuer~~reports aspursuant ~~defined~~to inSection ~~Rule~~13 ~~405~~or 15(d) of the ~~Securities~~Exchange Act. ☐ Yes ☒ ☐ No ☒

Indicate by check mark ifwhether the ~~registrant~~issuer: is(1) has ~~not~~filed all reports required to ~~file~~be ~~reports~~filed ~~pursuant~~by to Section 13 or ~~Section~~ 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No ☐

Indicate by check mark whether the registrant has ~~(1)~~submitted ~~has~~electronically ~~filed~~every ~~all~~Interactive ~~reports~~Data File required to be ~~filed~~submitted bypursuant ~~Section~~to 13Rule or405 ~~15(d)~~ of ~~the~~Regulation ~~Securities Exchange~~S-T ~~Act~~(§ 232.405 of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit such ~~reports~~files)~~, and (2) has been subject to such filing requirements for the past 90 days~~. ☒ Yes ☐ ☒ No ☐

Indicate by check mark ~~whether~~if ~~the~~disclosures ~~registrant~~of ~~has~~delinquent filers ~~submitted~~pursuant ~~electronically every Interactive Data File required~~ to beItem ~~submitted pursuant to Rule~~ 405 of Regulation S-TK (§ ~~232~~229.405) ofis ~~this~~not ~~chapter)~~contained ~~during~~herein, and will not be contained, to the ~~preceding~~best 12of ~~months~~registrant’s knowledge, (in definitive proxy or ~~for~~information ~~such~~statements ~~shorter~~incorporated ~~period~~by ~~that~~reference ~~the~~in ~~registrant~~Part ~~was~~III ~~required~~of tothis ~~submit~~Form ~~such~~10-K ~~files)~~or any amendment of this Form 10-K. ~~☒ Yes ☐~~ No☐

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant is ~~delinquent~~a ~~filers~~large, ~~pursuant~~accelerated tofiler, ~~Item~~an ~~405~~accelerated offiler, ~~Regulation~~a Snon-Kaccelerated isfiler, ~~not~~a ~~contained~~smaller ~~herein~~reporting company, ~~and~~or ~~will~~emerging ~~not~~growth company. beSee ~~contained, to~~ the ~~best~~definitions of ~~registrant’s knowledge~~“large, inaccelerated ~~definitive~~filer,” ~~proxy~~“accelerated orfiler,” ~~information~~“smaller ~~statements~~reporting ~~incorporated~~company,” and by“emerging ~~reference~~growth company” in ~~Part~~Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Exchange ~~10-K or any amendment to this Form 10-K~~ Act. ☐

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒☐ (Do not check if a smaller reporting company) 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 ~~completing~~ 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 has isfiled a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation byto ~~Rule~~its ~~12b-2~~management’s assessment of the ~~Exchange~~effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) ~~☒ Yes ☐~~) Noby the registered public accounting firm that prepared or issued its audit report. ☐

~~APPLICABLE~~Indicate ~~ONLY~~by TOcheck ~~ISSUERS~~mark ~~INVOLVED~~whether INthe ~~BANKRUPTCY~~registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒

~~PROCEEDINGS~~As ~~DURING~~of ~~THE~~October ~~PRECEDING~~31, ~~FIVE~~2020, ~~YEARS:~~the aggregate market value of the registrant’s Common Stock held by non-affiliates of the issuer was $25,653,435. This amount excludes the market value of all shares as to which any executive officer, director or person known to the registrant to be the beneficial owner of at least 5% of the registrant’s Common Stock may be deemed to have sole or shared voting power.

~~Indicate~~As byof ~~check~~September ~~mark~~16th, ~~whether~~2021, ~~the~~there ~~registrant~~were ~~has fled all documents and reports required to be fled by Sections 12~~31,111,658 13shares ~~or 15(d)~~ of the ~~Securities~~registrant’s ~~Exchange~~common ~~Act~~stock, ofpar ~~1934~~value ~~subsequent to the distribution of securities under a plan confrmed by a court~~$.0001 ~~Yes~~per ☐share ~~No ☐~~outstanding.

APPLICABLE ONLY TO CORPORATE ISSUERS:

DOCUMENTS INCORPORATED BY REFERENCE

~~None.~~Listed below are documents incorporated herein by reference and the part of this Report into which each such document is incorporated:

None

Lux Amber, Corp.
FORM 10-K

TABLE OF CONTENTS

	PART 1
Forward-Looking Statements		-ii-
ITEM 1	Description of Business	3
Part I
ITEM 1A	Risk Factors	4
Item 1.	Business.	-1-
ITEM 2	Description of Property	4
Item 1A.	Risk Factors.	-2-
ITEM 3	Legal Proceedings	4
Item 1B.	Unresolved Staff Comments.	-5-
ITEM 4	Submission of Matters to a Vote of Security Holders	5
Item 2.	Properties.	-5-
	PART II
Item 3.	Legal Proceedings.	-5-
ITEM 5	Market for Common Equity and Related Stockholder Matters	5
Item 4.	Mine Safety Disclosures.	-5-
ITEM 6	Selected Financial Data	5
Part II
ITEM 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	5
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	-6-
ITEM 7A	Quantitative and Qualitative Disclosures about Market Risk	7
Item 6.	Selected Financial Data.	-7-
ITEM 8	Financial Statements and Supplementary Data	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	-7-
ITEM 9	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	20
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	-15-
ITEM 9A (T)	Controls and Procedures	20
Item 8.	Financial Statements and Supplementary Data.	-16-
	PART III
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	-17-
ITEM 10	Directors, Executive Officers, Promoters and Control Persons of the Company	21
Item 9A.	Controls and Procedures.	-17-
ITEM 11	Executive Compensation	22
Item 9B.	Other Information.	-17-
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Part III
ITEM 13	Certain Relationships and Related Transactions	23
Item 10.	Directors, Executive Officers and Corporate Governance.	-18-
ITEM 14	Principal Accountant Fees and Services	23
Item 11.	Executive Compensation.	-20-
	PART IV
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	-22-
ITEM 15	Exhibits	23
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	-23-
Item 14.	Principal Accounting Fees and Services.	-23-
Part IV
Item 15.	Exhibits, Financial Statement Schedules.	-25-
Item 16.	Form 10-K Summary.	-25-
SIGNATURES		-26-

PART I

Item 1. Description of Business

FORWARD-LOOKING STATEMENTS

~~This~~Certain ~~annual~~statements ~~report~~contained ~~contains~~in ~~forward-looking~~this ~~statements.~~Report ~~These~~that are not statements ~~relate~~of tohistorical ~~future~~fact ~~events~~constitute or“forward-looking ~~our future financial performance~~statements.” ~~These~~Words ~~statements~~such ~~often~~as ~~can~~“may,” be“seek,” “expect,” ~~identified~~“anticipate,” by“estimate,” ~~the~~“project,” ~~use~~“budget,” of“goal,” “forecast,” ~~terms~~“anticipate,” ~~such~~“intend,” as“plan,” "“may,"” "“will,"” ~~"expect~~“could,"” “should,” ~~"believe~~“strategy,"” ~~"anticipate~~“believes,"” ~~"estimate~~“predicts,"” ~~"approximate"~~“potential,” ~~or "~~“continue,"” and orsimilar ~~the~~expressions ~~negative~~are ~~thereof.~~intended Weto ~~intend~~identify ~~that~~ such forward-looking statements bebut ~~subject~~are tonot the ~~safe~~exclusive ~~harbors~~means ~~for~~of identifying such statements. Although Wethe ~~wish~~Company tobelieves ~~caution~~that ~~readers~~the ~~not~~current toviews ~~place~~and ~~undue~~expectations ~~reliance~~reflected onin ~~any~~these ~~such~~ forward-looking statements, ~~which~~are ~~speak~~reasonable, those ~~only~~views asand ofexpectations, and the ~~date~~Company’s ~~made.~~future ~~Any~~operations, ~~forward-looking~~business ~~statements~~strategies, ~~represent~~operating ~~management's~~results ~~best~~and ~~judgment~~financial asposition, are inherently subject to ~~what~~risks, ~~may~~uncertainties, ~~occur~~and inother factors, many of which are not within the ~~future~~Company’s control. ~~However~~Those risks, uncertainties, ~~forward-looking~~and ~~statements~~other ~~are~~factors ~~subject~~could cause the actual results to differ materially from those in the forward-looking statements. Those risks, uncertainties, and ~~important~~ factors ~~beyond~~(including ~~our~~the ~~control that~~risks ~~could~~contained in the section of this report entitled “Risk Factors”) could cause the Company’s actual results, ~~and~~performance, ~~events~~or achievements to differ materially from ~~historical~~those ~~results~~described ofor ~~operations~~implied in the forward-looking statements and ~~events~~its goals and ~~those~~strategies ~~presently~~to ~~anticipated~~not orbe ~~projected~~achieved. WeYou ~~disclaim~~are ~~any~~cautioned ~~obligation~~not ~~subsequently~~ to ~~revise~~place ~~any~~undue reliance on forward-looking statements to, ~~reflect~~which ~~events~~speak oronly ~~circumstances~~as ~~after~~of the date of ~~such~~this ~~statement~~Report. The Company expressly disclaims any obligation to publicly release any updates or revisions to these forward-looking statements to reflect ~~the~~any ~~occurrence~~change ofin ~~anticipated~~its views or ~~unanticipated~~expectations. ~~events~~The Company can give no assurances that such forward-looking statements will prove to be correct.

~~General~~ii

~~Lux~~PART Amber, Corp. was incorporated in the State of Nevada on January 19, 2018. The Company has no revenue; it possesses minimal assets and have incurred losses since inception. We are a development-stage company formed to commence operations concerned with the design of jewelry. We have developed our business plan and purchased a website. We maintain our statutory registered agent’s office at 3773 Howard Hughes Pkwy – Suite 500s, Las Vegas, NV 89169-6014. Our business office is located at Shaoyaoju Beili 207, Beijing 100029. Our telephone number is 702 425-3256.I

~~Our~~Item ~~Business~~1. BUSINESS.

We plan to provide a new type of service, involving the customer at the very beginning stage - at the design stage. We will provide a user-friendly program that makes it simple and stimulating for the customer to design the type of jewelry they desire. Once we are up and running we intend to offer our services to clients in China.General

WeLux ~~plan~~Amber, toCorp. ~~work~~(“LAC”), ~~primarily~~formed ~~with~~on January ~~Amber~~19, ~~which~~2018, is aan ~~versatile~~international ~~material,~~specialty ~~easy~~chemical tocompany. ~~make~~Its ~~different~~corporate ~~designs~~offices ~~from~~are ~~and~~currently welocated ~~intend~~at to6136 Frisco Square Blvd., ~~provide~~Suite ~~several~~400, ~~basic~~#237, ~~types~~Frisco, ofTX ~~jewelry~~75034. ~~items:~~LAC’s ~~Bracelets,~~corporate ~~Necklaces,~~telephone ~~Beads,~~number ~~Chaplets,~~is ~~Pendants~~972-214-9764. LAC has a stock symbol of LXAM.

WeLAC ~~offer~~has athree ~~customized~~wholly ~~design~~owned ~~process~~subsidiaries to(collectively with ~~our~~LAC, ~~customers~~the “Company”): Worldwide Specialty Chemicals, Inc. (“WSCI”), Industrial Chem Solutions, Inc. (“ICS”), and Safeway Pest Elimination, LLC (“SPE”).

~~Potential~~Business ~~clients~~Overview

~~Our~~The ~~potential~~Company ~~clients~~is ~~will~~an ~~include~~international ~~fashion~~specialty ~~designers,~~chemical company ~~jewelery~~with ~~sellers,~~many ~~jewelery~~products ~~manufacturers~~that ~~and~~are ~~individual~~friendly ~~customers~~to the environment. We ~~intend~~The tocommon ~~participate~~description inis ~~local~~“green chemicals.” The Company has degreed chemists and ~~national~~consultants ~~jewelery~~on ~~design~~staff ~~competitions~~with inyears ~~order~~of tosuccessful ~~partake~~experience in ~~high~~the ~~profile~~specialty ~~projects~~chemical ~~and~~industry. ~~spread~~The ~~the~~term ~~business~~“specialty chemicals” inis ~~China~~best ~~and~~defined ~~other~~by ~~countries~~those ~~when~~chemicals ~~and~~whose ifformulas weallow ~~have~~the ~~available~~chemical ~~funds~~compounds to ~~expand~~perform ~~our~~a ~~business~~specific function for a class of customers.

~~Competition~~LAC and ~~potential~~its ~~customers~~subsidiaries serve as both producers and distributors of environmentally safe, specialty chemicals, all of which are properly registered.

~~Attracting~~LAC ~~customers~~and ~~will~~its besubsidiaries ~~critical~~operate tofrom ~~our~~an ~~ability~~office, chemical toproduction, ~~grow~~and ~~our~~distribution ~~business.~~facility, Atfrom ~~this~~which ~~stage~~they weproduce ~~are a new~~ and ~~un-established company,~~market ~~we have~~ a ~~weak~~number ~~competitive~~of ~~position~~specialty ~~in the industry and have not yet earned any revenue~~chemicals. WeMost ~~need~~of ~~capital~~the ~~to carry out our current business plan. We also anticipate that we will require additional financing in order to execute our~~chemical ~~business~~formulas ~~plan.~~are Weprotected ~~may~~by ~~not~~trade ~~have sufficient financing to sustain our current operations~~secrets. ~~Our~~For ~~sole~~certain ~~officer~~specific ~~and director~~markets, ~~Yuliia Baranets, has agreed to loan~~ the ~~company~~Company ~~funds~~provides tocustomized ~~sustain~~applications ~~our~~systems ~~current~~that ~~operations. However, Mrs. Baranets has no formal~~assure ~~commitment,~~safe ~~arrangement or legal obligation to advance or loan funds to the company. Many of the companies with whom we compete have greater financial~~ and ~~technical~~proportioned ~~resources~~product ~~than those available to us~~delivery. ~~It is uncertain whether services offered by us will achieve and sustain high demand and market acceptance.~~

OnIn ~~the~~addition ~~scale~~to ~~of high/medium/low,~~ the ~~competition~~one onfacility ~~the~~in ~~Chinese market can be evaluated as a high. There are several large well-established companies~~Texas, ~~which provide similar service, such as: B&G Industrial Co. Ltd., Beijing Chang Tai Hong Trading Co, Ltd. and some other companies that sell amber. That is why we plan to concentrate in~~ the ~~customer-led~~ ~~designing~~Company ~~field.~~has ~~Our~~regional ~~competitors~~toll-blending ~~include~~facilities ~~all services~~ in ~~jewelry~~Indiana ~~design throughout China. In order to be more successful, we will provide a new vision of modern amber jewelry designs, which are characterized by using unusual forms, colors~~ and ~~patterns~~ ~~of our stone bijoux~~Florida.

3The regional toll-blending facilities provide both technical and production services.

WeThere ~~plan~~are tono ~~cooperate~~leases associated with ~~direct~~these ~~manufacturers of amber jewelry which seek the help of designing their products. Such as~~toll-blending ~~– “Amber Jewelry Co,Ltd~~facilities.~~” and “Shenzhen Jing Qi Jewelry Ltd.”. In addition, we plan to advertise in jewelry stores and shopping malls.~~

~~Marketing~~Products and Services

~~Our~~Decontamination sole officer and director, Yuliia Baranets, will be responsible for the marketing of our services. The marketing and advertising will be targeted to small businesses, fashion designers, jewelry sellers and jewelry manufacturers and various sectors, which have need of amber design. Our methods of communication will include: phone calls, email, and regular mail. We will ask our satisfied clients for referrals. We will also promote our services through word of mouth. We will be targeting clients in China. We plan to use our website to advertise and sell our services. One of the most powerful aspects of online marketing is the ability to target our chosen group with a high degree of accuracy and cost-effective way. Therefore, we have plans to hire a marketing company which will help us to use the following online marketing tools to direct traffic to our website and identify potential:Products

~~Banner~~The ~~advertising: New~~Company ~~technologies~~has ~~have~~an ~~given~~arrangement towhereby ~~online advertisement customization capabilities when~~ it ~~comes~~sells its topatented ~~banner~~decontamination ~~advertising~~products worldwide. ~~Advertisers~~The ~~now~~products have ~~the ability~~been toused ~~have~~in ~~their banner~~the ~~ads~~United ~~appear~~States onand ~~pages~~internationally ~~devoted~~ to ~~certain~~remove ~~types~~radioactive materials ofand ~~content.~~toxic Weindustrial ~~can~~chemicals, ~~have~~including ~~our~~mercury adand ~~appear on a site only when it is presenting an article on the amber industry~~lead.

~~Organic~~Chemical Search: The remainder of the search results page is made up of organic or “natural” search results. These listings are generated based on the HTML tags and relevant content found in a website. By specifically tailoring these elements, we can focus on particular audiences in a similar fashion as Pay-Per-Click.Products

~~Utilization~~ICS’ ofproducts ~~the~~utilize all natural and renewable ~~website: We~~resources, ~~have~~contain ~~purchased~~no adangerous ~~website.~~chemicals Weor ~~intend~~additives, toand ~~attract~~offer ~~traffic~~“green” solutions to ~~our~~its ~~website~~customers. byThe aICS ~~variety~~product ofline includes ~~online~~asphalt ~~marketing~~release ~~tactics~~agents, ~~mentioned~~industrial ~~above.~~cleaners, Weenvironmental ~~will~~remediation ~~also~~gels, ~~promote~~odor ~~our~~control ~~services~~agents, ~~through~~and ~~word~~consumer friendly cleaners for a wide range of ~~mouth~~uses, ~~and~~including ~~use~~construction, ~~internet~~environmental ~~promotion~~remediation, ~~tools~~hazardous ~~on Facebook~~materials cleanup, ~~Instagram~~nuclear ~~and~~decommissioning, ~~Twitter~~industrial cleaning, and ~~also~~odor ~~Chinese~~control. ~~social~~ICS ~~networks~~takes topride ~~advertise~~in ~~our~~noting ~~company~~that ~~and~~all ~~create~~of ~~links~~the toingredients ~~our~~in ~~website.~~its Toproducts ~~enhance~~are ~~advertising~~selected offrom ~~our~~the ~~services~~EPA’s weDesign for ~~plan~~the toEnvironment ~~keep~~(DfE) ~~improving~~list. ~~and~~The ~~developing~~full ~~our~~range ~~website~~of toICS’s ~~make~~product itline asis ~~“user~~described ~~friendly” as~~on ~~possible~~its website: www.industrialcsi.com.

~~Contracts~~1

WeSPE ~~have~~refines, ~~executed~~packages aand ~~Consulting~~markets ~~Agreement~~compounds ~~with~~derived from ~~our~~natural ~~sole~~sources ~~officer~~that ~~and~~are ~~director~~formulated ~~Yuliia Baranets. Agreement is filed as Exhibit~~ to ~~this~~eliminate ~~Registration~~and/or ~~Statement~~control pests.

~~Employees~~WSCI produces and markets disinfectants and related families of products.

WeProduct ~~are~~research aand development ~~stage~~is ~~company~~an ongoing and ~~currently~~continuous ~~have~~process at ~~no employees~~WSCI, ~~other~~ICS ~~than~~and ~~our sole officer, Yuliia Baranets~~SPE.

~~Offices~~Intellectual Property

~~Our~~The ~~business~~decontamination ~~office~~family isof ~~located~~products atcurrently sold ~~Shaoyaoju~~by ~~Beili~~the ~~207~~Company are protected by a patent held by CBI Polymers, ~~Beijing~~Inc. ~~100029~~(“CBI”). Although not explicitly addressed in the Company’s Exclusive Patent License Agreement with CBI, ~~China~~CBI ~~and~~has ~~our~~historically ~~phone~~permitted ~~number~~the isCompany ~~702-425-3256~~to use its trademarks for sales purposes.

~~Item~~Certain ~~1A.~~formulas ~~Risk~~of ~~Factors~~products manufactured and sold by ICS are protected by trademarks held by ICS.

~~Not applicable to smaller reporting companies.~~Competition

~~Item~~The 2.Company ~~Description~~competes with a wide variety of ~~Property~~companies in the specialty chemicals industry. Competition ranges from large multinational companies to local resellers.

WeThe doCompany ~~not~~considers ~~own~~one ~~any~~or ~~real~~two ~~estate~~of orits ~~other~~small- to ~~properties~~medium-sized business competitors to potentially be attractive acquisition targets.

~~Item 3. Legal Proceedings~~Employees

WeAs ~~know~~ of noApril ~~legal~~30, ~~proceedings~~2021, tothe ~~which~~Company wehad six full-time employees and two paid consultants. The employees are not covered by a ~~party~~collective orbargaining toagreement. ~~which~~The ~~any~~Company ofbelieves ~~our~~that ~~property~~it ismaintains good ~~the~~relations ~~subject~~with ~~which~~its ~~are~~employees. ~~pending~~In September 2021, the Company significantly broadened its marketing team by engaging [30] specialty ~~threatened~~chemicals orsales ~~contemplated~~agents, orall ~~any~~of ~~unsatisfied~~whom ~~judgments~~are ~~against~~independent uscontractors.

4Legal Proceedings

~~Item~~The 4.Company ~~Submission~~is ofnot ~~Matters~~a party to aor ~~Vote~~otherwise ofinvolved in ~~Security~~any ~~Holders~~material legal proceedings.

~~None.~~Government Regulation

~~PART~~The IIproducts sold by the Company are extensively regulated by federal and state authorities in the United States. The Company believes it is in compliance with federal and state legal and regulatory requirements, in order that it may continue to sell products to its clients.

Item 51A. ~~Market~~RISK ~~for Common Equity and Related Stockholder Matters~~FACTORS.

~~Market~~The ~~Information~~Company’s limited operating history may not serve as an adequate basis to judge its future prospects and results of operations. The Company has a relatively limited operating history. Its limited operating history makes it difficult for investors to evaluate its business. An investor in its securities must consider the risks, uncertainties and difficulties frequently encountered by companies in rapidly evolving markets.

There is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.2

~~OTC~~The ~~Bulletin~~Company ~~Board~~will ~~securities~~need additional financing to fully implement its business plan. There are ~~not~~no ~~listed~~assurances orthat ~~traded~~additional financing will be available on favorable terms, or at all. If additional financing is not available, the ~~floor~~Company ofwill anneed ~~organized~~to ~~national~~reduce, defer, or ~~regional~~cancel ~~stock~~development ~~exchange. Instead~~programs, ~~OTC~~planned ~~Bulletin~~initiatives and ~~Board~~overhead ~~securities~~expenditures. ~~transactions~~The ~~are~~failure ~~conducted~~to ~~through~~adequately fund its capital requirements could have a ~~telephone~~material ~~and~~adverse ~~computer~~effect ~~network~~on ~~connecting~~the ~~dealers~~Company’s business, infinancial ~~stocks~~condition, and results of operations. ~~OTC~~ ~~Bulletin~~Moreover, ~~Board~~the ~~issuers~~sale ~~are~~of ~~traditionally~~additional ~~smaller~~equity ~~companies~~securities ~~that~~to doraise ~~not~~financing ~~meet~~will result in additional dilution to the ~~financial~~Company’s stockholders, and ~~other listing~~incurring ~~requirements~~additional ofindebtedness acould ~~regional~~involve orthe ~~national~~imposition ~~stock~~of ~~exchange~~covenants that restrict the Company’s operations.

AsThe Company may not successfully manage its growth. The Company’s success will depend upon the expansion of ~~April~~its 30operations and the effective management of its growth, which ~~2019~~will place a significant strain on its management and on its administrative, nooperational, ~~shares~~and offinancial ~~our~~resources. ~~common~~To ~~stock~~manage ~~have~~this growth, ~~traded~~the Company must expand its facilities, augment its operational, financial and management systems, and hire and train additional qualified personnel. If it is unable to manage its growth effectively, its business would be harmed.

~~Number~~The Company relies on key executive officers, and their knowledge of ~~Holders~~its business and technical expertise would be difficult to replace. The Company is highly dependent on its executive officers: its Chairman and Chief Executive Officer, E. Thomas Layton, its Vice-Chairman, President and CFO, Paul O. Williams, and Walton Ashwander, Jr, who was appointed on June 7, 2021 as President of the Company. If one or more of the Company's senior executives or other key personnel are unable or unwilling to continue in their present positions, the Company has developed a succession plan.

AsThe ofCompany ~~April~~may ~~30,~~never ~~2019~~pay dividends to its common stockholders. The Company currently intends to retain its future earnings to support operations and to finance expansion; accordingly, the 3Company does not anticipate paying any cash dividends in the foreseeable future. The declaration,~~150~~ payment,~~000~~ ~~issued~~ and ~~outstanding~~amount of ~~shares~~any offuture dividends on common stock ~~were~~will ~~held~~be byat athe ~~total~~discretion of 37the ~~shareholder~~Company’s Board of Directors, and will depend upon, among other things, earnings, financial condition, capital requirements, level of ~~record~~indebtedness and other considerations the Board of Directors considers relevant. There is no assurance that future dividends will be paid on common stock or, if dividends are paid, the amount thereof.

~~Dividends~~The Company may be unable to successfully integrate future acquisitions with its operations or realize all of the anticipated benefits of such acquisitions. The Company hopes to be able to grow in part through acquisitions, though there can be no assurance that it will be able to do so. Failure to successfully integrate future acquisitions, if any, in a timely manner may have a material adverse effect on its business, financial condition, results of operations, and cash flows. The difficulties of combining acquired operations include, among other things:

No· ~~cash~~operating ~~dividends~~a ~~were~~significantly ~~paid~~larger oncombined our shares of common stock during the fiscal years ended April 30, 2019 and 2018. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future. organization;

~~Recent~~· ~~Sales~~consolidating ofcorporate ~~Unregistered~~technological ~~Securities~~and administrative functions;

~~None.~~· integrating internal controls and other corporate governance matters; and

~~Purchase~~· ofdiverting ~~our~~management’s ~~Equity~~attention ~~Securities~~from byother ~~Officers~~business ~~and Directors~~concerns.

~~None~~In addition, the Company may not realize all of the anticipated benefits from future acquisitions, if any, such as increased earnings, cost savings, and revenue enhancements, for various reasons, including difficulties integrating operations and personnel, higher and unexpected acquisition and operating costs, unknown liabilities, and fluctuations in markets. If benefits from future acquisitions do not meet the expectations of investors or analysts, the market price of its shares of common stock may decline. However, it must be recognized that Messrs. Layton and Williams have extensive experience integrating acquired companies into operating companies.

~~Other~~The ~~Stockholder~~Company ~~Matters~~depends on its ability to maintain relationships with industry participants. The Company’s ability to maintain commercial arrangements with customers and suppliers depends on its ability to maintain close working relationships with industry participants. While there can be no assurances, the Company has every confidence that it will be able to maintain the strategic relationships developed by its CEO, E. Thomas Layton and other key executives. The Company is also confident that it will continue to establish additional necessary strategic relationships, thus, the Company will be able to maintain and continue to grow its business.

~~None.~~3

~~Item~~The 6Company’s future business of its decontamination products is largely dependent upon government spending, which is beyond the Company’s control. ~~Selected~~The ~~Financial~~Company’s DeconGel™ ~~Data~~decontamination products have been marketed chiefly to governmental agencies, primarily the Department of Defense and the Department of Energy. The Company has demonstrated its products at the Idaho, Los Alamos, and Oak Ridge National Laboratories, and the Hanford Nuclear Site as well as at various U.S. Navy facilities. Budgets for these facilities and the departments that operate them are set by Congress and are subject to political priorities and decisions that vary from year to year. A reduction in funding for these departments and/or for decontamination services within these departments could in turn reduce demand for the Company’s decontamination products and have an adverse effect on its financial condition and results of operations.

~~Not~~Changes ~~applicable~~in technology may render the Company’s products or services obsolete. The decontamination chemical industry may be substantially affected by changes in technology. New and more active compounds may be discovered that weigh less or require less volume or different manufacturing, application, or disposal methods, or which have other advantages over the products we sell. As a result, the Company’s products may become obsolete and be replaced with other products. While it may attempt to adapt and develop or represent new products, there can be no assurance that it will have sufficient resources to fund these changes or that these changes will ultimately prove successful.

~~Item~~The 7industries in which the Company operates are competitive. ~~Management's~~This ~~Discussion~~competition may affect its market share or prevent it from raising prices at the same pace as its costs increase, making it difficult to maintain existing business and ~~Analysis~~win new business. The Company operates in competitive markets. Even in the face of ~~Financial~~this ~~Condition~~competition, the technical resources provided by its toll-blending partners may allow the Company to be competitive with any of its competition. Additionally, new competitors may enter its markets. The Company may be required to reduce prices if its competitors reduce prices, or as a result of any other downward pressure on prices for its products, which could have an adverse effect on the Company. If it is unable to compete successfully, its financial condition and ~~Results~~results of ~~Operations~~operations could be adversely affected.

The ~~following~~Company’s ~~discussion~~common ~~should~~stock beis ~~read~~classified as ina ~~conjunction~~“penny ~~with~~stock.” ~~our~~Rule ~~financial~~3a51-1 ~~statements,~~of ~~including~~the Securities Exchange Act of 1934 establishes the ~~notes~~definition ~~thereto, appearing~~of ~~elsewhere~~a in“penny stock,” ~~this~~for ~~annual~~purposes ~~report.~~relevant ~~The~~to ~~following~~us, ~~discussion~~as ~~contains~~any ~~forward-looking~~equity ~~statements~~security that ~~reflect~~has ~~our~~a ~~plans,~~minimum ~~estimates~~bid ~~and~~price ~~beliefs~~of less than $5. ~~Our~~00 ~~actual~~per share, subject to ~~results~~a ~~could~~limited ~~differ~~number ~~materially~~of ~~from~~exceptions ~~those~~which ~~discussed~~are innot ~~the~~available ~~forward-looking~~to ~~statements~~us. ~~Our~~ ~~audited~~Once ~~financial~~the ~~statements~~Company’s ~~are~~common ~~stated~~stock incommences ~~United~~active ~~States~~trading, ~~Dollars~~it ~~and~~is ~~are~~likely that ~~prepared~~the inCompany’s ~~accordance~~common ~~with~~stock ~~United~~will ~~States~~be ~~Generally~~considered ~~Accepted~~a ~~Accounting Principles~~penny stock for the immediately foreseeable future.

5For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the investor, make a reasonable determination that transactions in penny stocks are suitable for that person, and make a reasonable determination that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

~~Results~~The broker or dealer must also provide disclosure to its customers, prior to executing trades, about the risks of ~~Operation~~investing in penny stocks in both public offerings and in secondary trading, the commissions payable to both the broker-dealer and the registered representative, and the rights and remedies available to an investor in cases of fraud in penny stock transactions.

~~Our~~Because ~~financial~~of ~~statements~~these ~~have~~regulations, ~~been~~broker-dealers ~~prepared~~may not ~~assuming~~wish ~~that~~to wefurnish ~~will~~the ~~continue~~necessary aspaperwork aand ~~going~~disclosures ~~concern~~ and,/or ~~accordingly,~~may doencounter ~~not include~~difficulties ~~adjustments~~in ~~relating~~their attempt to ~~the~~buy ~~recoverability~~or ~~and~~sell ~~realization~~shares of the ~~assets~~Company’s ~~and~~common ~~classification~~stock, ofwhich ~~liabilities~~may ~~that~~in ~~might~~turn beaffect ~~necessary~~the ~~should~~ability weof beCompany ~~unable~~stockholders to ~~continue~~sell intheir ~~operation~~shares.

WeAccordingly, ~~expect~~the wepenny stock classification will adversely ~~require~~affect ~~additional~~any ~~capital~~market toliquidity ~~meet~~for ~~our~~the ~~long~~Company’s ~~term~~common ~~operating~~stock ~~requirements.~~and Wesubjects ~~expect~~the shares to ~~raise~~certain ~~additional~~risks associated with trading ~~capital~~in ~~through~~penny stocks. These risks include difficulty for investors in purchasing or disposing of shares, ~~among~~difficulty ~~other~~in ~~things~~obtaining accurate bid and ask quotations, difficulty in establishing the ~~sale~~market value of ~~equity~~the orshares, ~~debt~~and a lack of securities analyst coverage.

~~Results of Operations for Years Ended April 30, 2019 and 2018~~4

~~Revenue~~The Company faced adversity during the 2020 pandemic. During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (“COVID-19”). The pandemic has significantly impacted economic conditions in the U.S., accelerating during the first half of March, as federal, state and local governments react to the public health crisis, creating significant uncertainties in the U.S. economy. In March 2020, we noticed a strong decline in orders from our customers, as businesses around the country began to cease their operations due to COVID-19. In an attempt to mitigate the ongoing impact of the pandemic on our cash flows, the Company took certain actions, including targeted reductions in discretionary operating expenses such as advertising and payroll expenses, reducing capital expenditures, and reducing travel for business development purposes.

WeThe ~~have~~Paycheck ~~not~~Protection ~~generated~~Program ~~any~~(“PPP”) loan ~~revenues~~is ~~since~~a ~~our~~loan ~~inception~~from the U.S. Small Business Administration (“SBA”) that helps businesses keep their workforce employed during the COVID-19 crisis. SBA will forgive loans if all employees are kept on the payroll for eight weeks and the money is used for payroll, rent, mortgage interest, or utilities. On May 8, 2020, the Company received a PPP loan in the amount of $100,344. This loan was fully forgiven in November of 2020. On February 11, 2021, February 14, 2021, and March 16, 2021, the Company received additional rounds of PPP loans in the amounts of $40,625, $48,510, and $15,657. The Company believes these loans will be fully forgiven.

~~Operating~~Continued ~~Expenses~~impacts of the pandemic have had a material adverse impact on our revenues, earnings, liquidity, and cash flows, and may require additional actions in response, including, but not limited to, employee layoffs, reduced production, or further expense reductions, all in an effort to mitigate such impacts. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the spread of the outbreak within the U.S., and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted. This situation is rapidly changing and additional impacts to the business may arise that we are not aware of currently. While the disruption is currently expected to be temporary, there is uncertainty around the duration. The ultimate impact of the pandemic on the Company’s results of operations, financial position, liquidity, or capital resources cannot be reasonably estimated at this time.

Cyber-attacks have become increasingly more prevalent and much harder to detect and defend against. Our ~~operating~~network, ~~expenses~~as ~~for~~well as those of our customers, business partners, and third-party providers, may be subject to unauthorized access by hackers or breached due to operator error, malfeasance, or other system disruptions. It is often difficult to anticipate or immediately detect such incidents and the ~~years~~damage ~~ended~~caused ~~April~~by 30such incidents. These data breaches and any unauthorized access, ~~2019~~misuse or disclosure of our information or intellectual property could compromise our intellectual property and ~~2018~~expose ~~are~~sensitive ~~summarized~~business asinformation. ~~follows:~~Cyber-attacks on us or our customers, business partners or third-party providers could also cause us to incur significant remediation costs, result in product development delays, disrupt key business operations, and divert attention of management and key information technology resources. These incidents could also subject us to liability, expose us to significant expense and cause significant harm to our reputation and business.

	Year Ended April 30, 2019		Year Ended April 30, 2018
Revenue	$	-	$	-
General and administrative		47,880		5,707
Total Operating Expenses	$	47,880	$	5,707

Item 1B. UNRESOLVED STAFF COMMENTS.

We have incurred expenses of $47,880 and $5,707 for professional fees, bank fees, interest fees and amortization. We recognized an impairment loss of our website of $15,000 because the asset is underperforming relative to the projected future operating results, and the asset is customized built to the Company’s requirement which is expected to have little or no demands from the market.None

~~Liquidity~~Item ~~and~~2. ~~Financial Condition~~PROPERTIES.

~~Working~~The ~~Capital~~Company’s corporate offices are currently located at 6136 Frisco Square Blvd., Suite 400, #237, Frisco, TX 75034. The Company also leases a facility at 371 Hostdale, Suite 1-2, Dothan, AL 36303.

	At April 30, 2019			At April 30, 2018
Current assets	$	14,215		$	14,892
Total liabilities		(45,477	)		(20,399	)
Working capital (deficit)	$	(18,770	)	$	(5,507	)

Item 3. LEGAL PROCEEDINGS.

~~Our~~The ~~total~~Company ~~current~~is ~~assets~~not asa ofparty ~~April 30, 2019 were $14,215 as compared~~ to ~~total~~or ~~current~~otherwise ~~assets of $14,892 as of April 30,~~involved ~~2018. Our total liabilities as of April 30, 2019 were $45,477 as compared to total liabilities of $20,399 as of April 30, 2018. The increase~~ in ~~current~~any ~~liabilities~~material ~~was~~legal ~~attributed to accounts payable and director loan~~proceedings.

~~Cash~~Item ~~Flows~~4. ~~from~~MINE ~~Operating Activities~~SAFETY.

WeNot ~~did not generate positive cash flows from operating activities for the fiscal year ended April 30, 2019, net cash flows used in operating activities was ($32,738)~~applicable. ~~Cash flows from operating activities for the fiscal year ended April 30, 2018 was ($899).~~

~~Cash~~PART ~~Flows from Financing Activities~~II

~~For~~Market the fiscal year ended April 30, 2019, net cash from financing activities was $46,953 consisting of director loan $8,953 and proceeds from sale of capital stock $23,000 and proceeds from borrowing 15,000. For the fiscal year ended April 30, 2018, net cash from financing activities was $899 consisting of director loan $899.Information

~~Plan~~The ofCompany ~~Operation~~has ~~and~~established ~~Funding~~a public trading market for its common stock. The table below reflects the last 6 fiscal quarters for which trading prices were available:

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Quarter ending	High		Low
01.31.2020	$	4.00	$	4.00
04.30.2020	$	4.00	$	4.00
07.31.2020	$	3.88	$	3.88
10.31.2020	$	2.50	$	2.50
01.31.2021	$	4.00	$	4.00
04.30.2021	$	1.50	$	1.50

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.Holders

~~Material~~The ~~Commitments~~approximate number of stockholders of record of the Company’s common stock on April 30, 2020, was 123. As of April 30, 2021, the number of stockholders is approximately 149, including stockholders whose shares are held in street name.

~~As of the date of this Annual Report, we do not have any material commitments.~~Dividends

~~Purchase~~The ofCompany ~~Significant~~has ~~Equipment~~never paid any cash dividends on its common stock, and it is anticipated that none will be paid in the foreseeable future.

WeRecent doSales ~~not~~of ~~intend~~Unregistered ~~to purchase any significant equipment during the next twelve months.~~Securities

~~Off-Balance~~To ~~Sheet~~assist ~~Arrangements~~the Company to obtain and preserve working capital to support its current operations, the Company entered into the following transactions:

AsOn ofJune ~~the~~14, ~~date~~2019, ~~of this Annual Report~~70,000 wewarrants dowere ~~not~~exercised at ~~have~~$.50 ~~any~~per ~~off‑balance~~share ~~sheet~~for ~~arrangements that have or are reasonably likely to have~~ a ~~current~~total orcash ~~future~~amount ~~effect on our financial condition, changes in financial condition, revenues or expenses, results~~ of ~~operations~~$35, ~~liquidity, capital expenditures or capital resources that are material to investors~~000.

~~Going~~On ~~Concern~~July 11, 2019, 140,000 warrants were exercised at $.50 per share for a total cash amount of $70,000.

~~The~~On ~~independent~~July ~~auditors' report accompanying our April 30~~14, 2019, ~~and April 30~~50,000 ~~2018 financial~~warrants ~~statements~~were ~~contains~~exercised at ~~an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern~~$.50 ~~The~~per ~~financial~~share ~~statements~~for ~~have been prepared "assuming that we will continue as~~ a ~~going~~total ~~concern,"~~cash ~~which~~amount ~~contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course~~ of ~~business~~$25,000.

~~Item~~On 7AAugust 27, 2019, the Company sold 33,332 common shares at $1.50 ~~Quantitative~~per ~~and~~share ~~Qualitative~~for ~~Disclosures~~a ~~about~~total ~~Market~~cash ~~Risk~~amount of $49,998.

~~Not~~On ~~applicable~~September to26, ~~smaller~~2019, ~~reporting~~the ~~companies~~Company sold 100,000 common shares at $1.50 per share for a total cash amount of $150,000.

7On October 15, 2019, the Company sold 70,000 common shares at $1.50 per share for a total cash amount of $105,000.

~~Item~~On 8October 18, 2019, the Company sold 200,000 common shares at $1.50 ~~Financial~~per ~~Statements~~share ~~and~~for ~~Supplementary~~a ~~Data~~total cash amount of300,000.

~~INDEX~~On TODecember ~~FINANCIAL~~6, ~~STATEMENTS~~2019, the Company sold 34,000 common shares at $1.50 per share for a total cash amount of $51,000.

~~LUX AMBER, CORP.~~6

~~TABLE~~Repurchases OFof ~~CONTENTS~~investment of equity securities

		Page
Report of Independent Public Accounting Firm		9
Balance Sheets as of April 30, 2019 and 2018		11
Statements of Operations for the years ended April 30, 2019 and 2018		12
Statements of Stockholders’ Equity from January 19, 2018 (Inception) through April 30, 2019		13
Statements of Cash Flows for the years ended April 30, 2019 and 2018		14
Notes to Financial Statements		15

On January 2, 2020, one shareholder’s securities were repurchased for $22,394 and 17,915 shares were retained by the shareholder.

8On July 17, 2020, one shareholder’s securities were repurchased for $22,703 and the Company cancelled the 18,162 shares so repurchased.

~~REPORT~~On OFJuly ~~INDEPENDENT~~17, ~~REGISTERED~~2020, ~~PUBLIC~~one ~~ACCOUNTING~~shareholder’s ~~FIRM~~securities were repurchased for $22,610 and the Company cancelled the 18,088 shares so repurchased.

~~To:~~Item ~~The~~6. ~~Board~~SELECTED ofFINANCIAL ~~Directors and Stockholders of Lux Amber Corp~~DATA.

~~Opinion~~Not ~~on the Financial Statements~~applicable.

WeItem ~~have audited the accompanying balance sheets of Lux Amber Corp~~7. ~~(the Company) as of April 30, 2019, and the related statements of operations, stockholders~~MANAGEMENT’S ~~equity,~~DISCUSSION ~~and~~AND ~~cash~~ANALYSIS ~~flows~~OF ~~for~~FINANCIAL ~~the~~CONDITION ~~year~~AND ~~ended April~~RESULTS ~~30,~~OF ~~2019, and the related notes (collectively referred to as the financial statements)~~OPERATIONS. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2019, and the results of its operations and its cash flows for the year ended April 30, 2019, in conformity with accounting principles generally accepted in the United States of America.

~~Explanatory~~Forward-Looking ~~Paragraph Regarding Going Concern~~Statements

The ~~accompanying~~following ~~financial~~Management’s ~~statements~~Discussion ~~have~~and Analysis ~~been~~of ~~prepared~~Financial ~~assuming~~Condition ~~that~~and ~~the~~Results ~~Company~~of ~~will~~Operations ~~continue~~(MD&A) asis aintended ~~going concern. As discussed in Note 2~~ to ~~the~~help ~~financial~~you ~~statements,~~understand the Company’s ~~had incurred~~historical ~~substantial~~results ~~losses~~of operations during the ~~year,~~periods presented and ~~has~~its afinancial ~~working~~condition. ~~capital~~This ~~deficit,~~MD&A ~~which~~should ~~raises~~be ~~substantial~~read ~~doubt~~in ~~about~~conjunction ~~its~~with ~~ability~~the toCompany’s financial ~~continue~~statements asand athe ~~going~~accompanying ~~concern.~~notes, ~~Management’s~~and ~~plan~~contains inforward-looking ~~regards~~statements tothat ~~these~~involve ~~matters~~risks ~~are~~and ~~described~~uncertainties inand ~~Note~~assumptions that 2.could ~~These~~cause ~~financial statements~~its doactual ~~not~~results ~~include~~to ~~any~~differ ~~adjustments~~materially ~~that~~from ~~might~~management’s ~~result~~expectations. ~~from~~See the ~~outcome~~sections ofentitled ~~this~~“Forward-Looking Statements” ~~uncertainty~~and “Risk Factors” above.

~~Basis~~The Company changed its fiscal year end from December 31 to April 30. The transition report was for ~~Opinion~~the four-month period of January 1, 2020 through April 30, 2020. The information for the year ended April 30, 2020 is presented for comparative purposes only and is unaudited.

~~These~~Comparative ~~financial~~Consolidated ~~statements are the responsibility of the Company’s management. Our responsibility is to~~Statement 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.~~Operations

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The 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.(Unaudited)

Our audits 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.

	For the Year Ended			For the Year Ended
	April 30, 2021				April 30, 2020
REVENUE	$	998,947		$	966,023
COST OF GOODS SOLD		683,951			1,162,673

Gross profit (loss)		314,996			(196,650	)

OPERATING EXPENSES
Product Delivery		594,098			252,230
General and administrative		1,506,792			1,829,709
Selling		84,936			121,492
Depreciation and amortization		155,171			200,073
Total operating expenses		2,340,997			2,403,504

OTHER (INCOME) EXPENSE
Interest income		–			–
Interest expense		66,951			61,077
Other (income) expense		(108,755	)		133,919
Total other (income) expense		(41,804	)		194,996

Net loss		(1,984,197	)		(2,795,150	)

Less: net loss attributable to non-controlling interest		–			10,468

NET LOSS attributable to Lux Amber, Corp. Stockholders	$	(1,984,197	)		(2,805,618	)

Basic and diluted loss per share	$	(0.06	)	$	(0.010	)

Weighted average shares - basic and diluted		30,578,463			28,046,859

~~/s/ JLKZ CPA LLP~~ 7

~~JLKZ CPA LLP.~~OVERVIEW

~~Flushing~~Results of operations for the years ended April 30, ~~New~~2021 ~~York~~and 2020, were as follows:

~~July 9, 2019~~Revenues

WeFor ~~have~~the ~~served~~years asended ~~the~~April 30, 2021 and 2020, the Company’s ~~auditor~~revenues ~~since~~were ~~2019~~$998,947 and $966,023, respectively.

9The increase in revenue is due to an increase in sales to existing customers and an increase in the selling price of products.

~~REPORT~~Cost OFof ~~INDEPENDENT~~Goods ~~REGISTERED PUBLIC ACCOUNTING FIRM~~Sold

~~To:~~For ~~The~~the ~~Board~~years ended April 30, 2021 and 2020, cost of ~~Directors~~goods sold was $683,951 and ~~Stockholders~~$1,162,673. These primarily consisted of ~~Lux~~cost ~~Amber~~of goods sold expense of $507,099 ~~Corp~~and $658,075, raw materials of $3,885 and $130,029, truck operating expenses of $2,773 and $62,289, direct labor and payroll of $37,668 and $92,106, packaging materials of $2,358 and $1,841, blending costs of $130,168 and $6,526, freight costs of $0 and $146,839, disposal of waste of $0 and $55,716, warehouse supplies of $0 and $7,998, and equipment repairs of $0 and $1,254.

~~Opinion~~The decrease in cost of goods sold is a result of a combination of a change in the raw material ingredients of a major product and price increases on each of the ~~Financial~~Company’s ~~Statements~~products.

WeOperating have audited the accompanying balance sheets of Lux Amber, Corp. (the Company) as of April 30, 2018, and the related statements of operations, stockholders’ equity, and cash flows for the period from January 19, 2018 (Inception) to April 30, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2018, and the results of its operations and its cash flows for each of the for the period from January 19, 2018 (Inception) to April 30, 2018, in conformity with accounting principles generally accepted in the United States of America.Expenses

~~The~~For ~~accompanying~~the ~~financial~~years ~~statements~~ended ~~have~~April ~~been~~30, ~~prepared~~2021 ~~assuming~~and ~~that~~2020, ~~the Company will continue as a going~~operating ~~concern.~~expenses Aswere ~~discussed in Note~~ $2 ~~to the financial statements~~, ~~the Company had incurred substantial losses during the year~~340,997 and ~~has a working capital deficit~~$2,403,504. ~~which~~These ~~raises~~primarily ~~substantial~~consisted ~~doubt~~of ~~about~~general ~~its~~and ~~ability~~administrative tocosts ~~continue~~of as$1,506,792 aand ~~going~~$1,829,709, ~~concern.~~product ~~Management’s~~delivery ~~plan~~costs inof ~~regards~~$594,098 toand ~~these~~$252,230, ~~matters~~selling ~~are~~expenses ~~described~~of in$84,936 ~~Note~~and 2.$121,492, ~~These~~and ~~financial~~depreciation/amortization ~~statements~~expenses ~~do not include any adjustments that might result from the outcome~~ of ~~this~~$155,171 and ~~uncertainty~~$200,073.

~~Basis~~For ~~for~~the ~~Opinion~~years ended April 30, 2021 and 2020, the general and administrative expenses of $1,506,792 and $1,829,709 can be broken down into five major categories: 1) fees related to being a reporting entity, 2) start-up costs, 3) business development, 4) wages, and 5) other/miscellaneous expenses. The majority of the costs are fees related to being a reporting entity, which total $1,127,154 and $1,755,822. These fees are comprised of audit fees of $89,743 and $72,582, accounting fees of $38,523 and $44,987, legal fees of $42,410 and $47,147, consulting fees of $468,933 and $383,521, and officers’ compensation of $309,333 (unpaid) and $480,211 (paid). General and administrative expenses also included non-cash expenses, specifically $178,212 and $727,374 of stock compensation expense. Business development expenses were $48,535 and $44,044, wages were $22,149 and $23,755, and other/miscellaneous expenses were $308,954 and $6,088.

~~These~~The ~~financial~~decrease ~~statements~~in ~~are~~operating ~~the~~expenses ~~responsibility of the Company’s management. Our responsibility~~ is due to ~~express~~a anreduction ~~opinion~~of on the ~~Company’s~~number ~~financial~~of ~~statements~~employees, ~~based~~plus onchanges ~~our~~in ~~audits.~~the Weutilization ~~are~~of ~~a public accounting firm registered with~~ the ~~Public~~ Company’s ~~Accounting~~former ~~Oversight~~lease ~~Board~~of ~~(United~~property ~~States)~~at ~~(PCAOB)~~145 ~~and~~Rose ~~are required to be independent with respect to the~~Lane ~~Company~~ in ~~accordance~~Frisco, ~~with~~Texas, ~~the~~which ~~U.S.~~allowed ~~federal~~for ~~securities~~a ~~laws~~reduction ~~and~~in ~~the~~utilities, ~~applicable~~production ~~rules~~supplies and ~~regulations~~maintenance ~~of the Securities and Exchange Commission and the PCAOB~~costs.

WeGeneral ~~conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan~~ and ~~perform~~ ~~the~~Administrative audit to obtain reasonable 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.Expenses

~~Our~~Year ~~audits~~Ended ~~included~~April ~~performing procedures to assess the risks of material misstatement of the financial statements~~30, 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.2021

/s/ Jimmy P. Lee, CPA P.C.

	LAC		ICS		WSCI		SPE		Total
Audit Fees	$	88,995	$	748	$	–	$	–	$	89,743
Accounting Fees		26,943		11,580		–		–		38,523
Legal Fees		39,020		3,390		–		–		42,410
Consulting Fees		391,425		77,508		–		–		468,933
Stock Compensation		178,212		–		–		–		178,212
Officer's Compensation		309,333		–		–		–		309,333
Business Development		48,535		–		–		–		48,535
Wages		16,109		–		6,040		–		22,149
Other/Misc.		121,800		166,200		20,954		–		308,954
	$	1,220,372	$	259,426	$	26,994	$	–	$	1,506,792

~~Jimmy P. Lee, CPA P.C.~~8

~~Flushing,~~Liquidity ~~New~~and ~~York~~Capital Resources

~~June~~During 7the year ended April 30, ~~2018~~2021, the primary sources of liquidity were cash flows from financing activities, and in particular, proceeds from issuance of convertible notes payable and the receipt of PPP loans.

WeThe ~~have~~Company ~~served~~had total assets of $3,353,460 as of ~~the~~April ~~Company’s~~30, ~~auditor~~2021. ~~since~~Its ~~May~~current 9assets on April 30, ~~2018~~2021, consisted of $112,982 in accounts receivable, $137,211 in inventory and $7,960 in prepaid expenses and other current assets, and its long-term assets were $3,095,307.

10As of April 30, 2021, the Company had total liabilities of $2,468,547, including $554,588 in accounts payable, $1,201,568 of accrued expenses and $127,624 in notes payable, $479,975 in related party payables and lease liabilities, and $104,752 in PPP loans.

~~LUX~~On ~~AMBER~~April 30, ~~CORP~~2021, the Company had stockholders’ equity of $884,913.

~~BALANCE~~The ~~SHEET~~Company has incurred net losses since inception. Its cash position is insufficient to meet its anticipated continuing operating expenses, and its independent registered public accounting firm has issued a going concern opinion. This means there is substantial doubt that it can continue as an ongoing business unless it alters its business model and/or obtains additional capital, so it can pay its ongoing operational costs. The Company has significantly altered its business model to the point where it believes these changes alone will make the Company self-sustaining, although there is no assurance that this will happen. In addition, the Company continues to seek investment capital in the belief that this will allow more rapid growth and make its ability to continue operations less doubtful.

	April 30, 2019			April 30, 2018
ASSETS
Cash and cash equivalents	$	14,215		$	-
Total Current Assets		14,215			-
Developed website, net		-			14,892
Total Assets	$	14,215		$	14,892
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	$	15,750		$	15,000
Interest payable		875
Accrued Expenses		4,000			4,500
Director loan		9,852			899
Total Current Liabilities		30,477			20,399
Long-term note payable		15,000			-
Total Liabilities		45,477			20,399
Stockholders’ Equity (Deficit)
Common stock, par value $0.0001; 75,000,000 shares authorized,
3,150,000 and 2,000,000 shares issued and outstanding respectively;		315			200
Additional paid in capital		22,885			-
Accumulated deficit		(54,462	)		(5,707	)
Total Stockholders’ Equity		(31,262	)		(5,507	)
Total Liabilities and Stockholders’ Equity	$	14,215		$	14,892

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the Company will need additional financing to fund additional material capital expenditures and to fully implement its business plan. There are no assurances that additional financing will be available on favorable terms, or at all. If additional financing is not available, the Company will need to reduce, defer, or cancel development programs, planned initiatives and overhead expenditures as a way to supplement the cash flows generated by operations. The failure to adequately fund its capital requirements could have a material adverse effect on its business, financial condition, and results of operations. Moreover, the sale of additional equity securities plus derivative securities to raise financing will result in additional dilution to the Company’s stockholders, and incurring additional indebtedness could involve the imposition of covenants that restrict its operations. Management, in the normal course of business, is trying to raise additional capital through sales of common stock as well as seeking financing from third parties, via both debt and equity, to balance the Company’s cash requirements and to finance specific business initiatives.

~~See~~Results ~~accompanying~~of ~~notes~~operations tofor the ~~financial~~four-month ~~statements.~~transition period January 1, 2020, to April 30, 2020, were as follows:

11Revenues

~~LUX~~For ~~AMBER~~the period ended April 30, ~~CORP~~2020, the Company’s revenues were $218,963.

~~STATEMENTS~~Cost OFof ~~OPERATIONS~~Goods Sold

	Year ended			Year ended
	April 30, 2019			April 30, 2018
Revenues	$	-		$	-
General and Administrative Expenses		47,880			5,707
Income (loss) from operations		(47,880	)		(5,707	)
Other Income Expenses
Interest Expenses		(875	)		-
Provision for taxes		-			-
Net Income/Loss	$	(48,755	)	$	(5,707	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED		3,150,000			2,000,000

For the period ended April 30, 2020, cost of goods sold was $329,666. These primarily consisted of cost of goods sold expenses of $41,940, raw materials of $127,044, freight of $29,205, truck operating expenses of $31,004, direct labor and payroll of $92,106, packaging materials of $1,841, and blending costs of $6,526.

~~See accompanying notes to the financial statements.~~9

12Operating Expenses

~~LUX~~For ~~AMBER~~the period ended April 30, ~~CORP~~2020, operating expenses were $1,010,694. These primarily consisted of product delivery costs of $252,230, general and administrative costs of $838,966, selling expenses of $72,148, and $99,580 of depreciation and amortization expenses.

~~STATEMENT~~For OFthe ~~STOCKHOLDER~~period ~~EQUITY~~ended April 30, 2020, the general and administrative expenses of $838,966 can be broken down into five major categories: 1) fees related to being a reporting entity, 2) start-up costs, 3) business development, 4) wages, and 5) other/miscellaneous expenses. The majority of the costs are fees related to being a reporting entity, which total $630,336. These fees are comprised of audit fees of $43,247, accounting fees of $8,426, filing, legal fees of $63,332, consulting fees of $223,163, and officers’ compensation paid of $206,292. Non-cash expenses recorded also included are $79,001 of stock compensation expense and $6,875 of accrued officers’ compensation. Business development expenses were $66,538, wages were $77,074, and other/miscellaneous expenses were $65,018.

							Deficit
							Accumulated
					Additional		During the			Total
	Common Stock				Paid-in		Development			Stockholders’
	Shares		Amount		Capital		Stage			Equity
Inception, January 19, 2018		-	$	-	$	-	$	-		$	-
Shares issued for compensation at $0.0001 per share		2,000,000		200		-		-			200
Net loss for the year ended April 30, 2018		-		-		-		(5,507	)		(5,507	)
Balance, April 30, 2018		2,000,000	$	200	$	-	$	(5,507	)	$	(5,507	)
Shares issued for compensation at $0.02 per share		1,150,000		115		22,885		-			23,000
Net loss for the year ended April 30, 2019		-		-		-		(48,755	)		(48,755	)
Balance, April 30, 2019		3,150,000	$	315	$	22,885	$	(54,462	)	$	(31,262	)

General and Administrative Expenses

~~See~~Four-Month ~~accompanying~~Transitioning ~~notes~~Period toEnded ~~the~~April 30, ~~financial statements.~~2020

	LAC Formerly “WSC”		ICS		SPE		PCNM		Total
Audit Fees	$	35,785	$	7,462	$	0	$	0	$	43,247
Accounting Fees		8,426		–		–		–		8,426
Legal Fees		63,008		324		–		–		63,332
Consulting Fees		212,262		10,241		660		–		223,163
Stock Compensation		79,001		–		–		–		79,001
Officer's Compensation Paid		206,292		–		–		–		206,292
Officer's Compensation Accrued		6,875		–		–		–		6,875
Business Development		66,538		–		–		–		66,538
Wages		48,883		590		27,601		–		77,074
Other/Misc.		11,934		47,761		5,111		212		65,018
	$	739,004	$	66,378	$	33,372	$	212	$	838,966

~~LUX~~Liquidity ~~AMBER,~~and ~~CORP.~~Capital Resources

~~STATEMENTS~~During OFthe ~~CASH~~period ~~FLOWS~~ended April 30, 2020, the primary sources of liquidity were cash flows from financing activities, and in particular, proceeds from issuance of convertible notes payable.

	Year ended April 30, 2019			Year ended April 30, 2018
Operating Activities
Net loss	$	(48,755	)	$	(5,707	)
Adjustmenmts to reconcile net loss to net cash in operating activities:
Impairment loss on intangible assets		12,492			-
Amortization		2,400			108
Changes in assets and liabilities:
Stock Compensation		-			200
Accrued Expenses		-			4,500
Accounts Payable		250			-
Interest Payable		875
Net cash used in operating activities		(32,738	)		(899	)
Financing Activities
Proceeds from sale of capital stock		23,000			-
Proceeds from borrowing		15,000			-
Director loan		8,953			899
Net cash provided by financing activities		46,953			899
Net increase in cash and equivalents	$	14,215		$	-
Cash and equivalents at beginning of the period		-			-
Cash and equivalents at end of the period	$	14,215		$	-
Supplemental Cash Flow Information:
Interest	$	-		$	-
Taxes	$	-		$	-
Non-Cash Financing Activities
Accounts payable transferred to notes payable	$	15,000		$	-

The Company had total assets of $3,612,474 as of April 30, 2020. Its current assets on April 30, 2020 consisted of $49,185 in cash, $106,876 in accounts receivables, $131,205 in inventory and $9,481 in prepaid expenses and other current assets, and its long-term assets were $3,315,727.

~~See~~As ~~accompanying~~of ~~notes~~April to30, 2020, the ~~financial~~Company ~~statements~~had total liabilities of $2,397,838, including $288,864 in accounts payable, $805,853 of accrued expenses and $790,474 in notes payable, and $512,647 in related party payable and lease liabilities.

14On April 30, 2020, the Company had stockholders’ equity of $1,214,636.

~~LUX AMBER, CORP.~~10

~~NOTES~~The TOCompany ~~THE~~has ~~FINANCIAL~~incurred ~~STATEMENTS~~net losses since inception. Its cash position is insufficient to meet its anticipated continuing operating expenses, and its independent registered public accounting firm has issued a going concern opinion. This means there is substantial doubt that it can continue as an ongoing business unless it alters its business model and/or obtain additional capital, so it can pay its ongoing operational costs. The Company has significantly altered its business model to the point where it believes these changes alone will make the Company self-sustaining, although there is no assurance that this will happen. In addition, the Company continues to seek investment capital in the belief that this will allow more rapid growth and make its ability to continue operations less doubtful.

~~April~~The 30accompanying financial statements have been prepared assuming that the Company will continue as a going concern, ~~2019~~which contemplates the Company will need additional financing to fund additional material capital expenditures and ~~2018~~to fully implement its business plan. There are no assurances that additional financing will be available on favorable terms, or at all. If additional financing is not available, the Company will need to reduce, defer, or cancel development programs, planned initiatives and overhead expenditures as a way to supplement the cash flows generated by operations. The failure to adequately fund its capital requirements could have a material adverse effect on its business, financial condition, and results of operations. Moreover, the sale of additional equity securities plus derivative securities to raise financing will result in additional dilution to the Company’s stockholders, and incurring additional indebtedness could involve the imposition of covenants that restrict its operations. Management, in the normal course of business, is trying to raise additional capital through sales of common stock as well as seeking financing from third parties, via both debt and equity, to balance the Company’s cash requirements and to finance specific business initiatives.

~~NOTE~~Results 1of –operations ~~ORGANIZATION~~for ~~AND~~the ~~BASIS~~year OFended ~~PRESENTATION~~December 31, 2019, were as follows:

Lux Amber, Corp. (referred as the “Company”, “we”, “our”) was incorporated in the State of Nevada and established on January 19, 2018. We are a development-stage company formed to commence operations to provide jewelry design service. Our office is located at Shaoyaoju Beili 207, 712 Beijing China 100029.Revenues

~~NOTE~~For 2the –year ~~GOING~~ended ~~CONCERN~~December 31, 2019, the Company’s revenues were $976,971.

~~The~~Cost ~~Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity~~ of ~~operations,~~Goods ~~realization of assets, and liquidation of liabilities in the normal course of business.~~Sold

AsFor ~~reflected~~the inyear ~~the~~ended ~~financial~~December ~~statements~~31, ~~the~~2019, ~~Company~~cost ~~had an accumulated deficit~~ of goods ~~$54,462~~sold atwas ~~April 30, 2019 compared to~~ $5932,~~707~~032. atThere ~~April~~primarily ~~30,~~consisted ~~2018,~~of ~~and~~cost aof ~~net~~goods ~~loss~~sold expenses of $48606,~~755 at April 30~~596, ~~2019~~raw ~~compared~~materials toof $574,~~707 since inception to April 30~~004, ~~2018.~~freight ~~The Company has not generated any revenues with a cash balance~~ of $~~0 at April 30~~177, ~~2019~~ 023, and ~~2018.~~direct ~~These~~labor ~~factors~~and ~~raise substantial~~payroll ~~doubt~~of ~~about the Company’s ability to continue as a going concern~~$74,409.

~~The~~Operating Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.Expenses

~~The~~For ~~financial~~the ~~statements~~year doended ~~not~~December ~~include~~31, ~~any~~2019, ~~adjustments~~its ~~related~~operating expenses tototaled ~~the~~$3,681,479. ~~recoverability~~These ~~and~~primarily ~~classification~~consisted of ~~recorded asset~~general ~~amounts or the amounts~~ and ~~classification~~administrative costs of ~~liabilities~~$3,358,631, ~~that~~selling ~~might~~expenses beof ~~necessary~~$150,602 and ~~should~~$172,246 ~~the~~of ~~Company~~depreciation beand ~~unable~~amortization ~~to continue as a going concern~~expense.

~~NOTE~~For the year ended December 31, 2019, the general and administrative costs of $3,358,631 –can ~~SUMMARY~~be OFbroken ~~SIGNIFCANT~~down ~~ACCOUNTING~~into ~~POLICIES~~four major categories: 1) fees related to being a reporting entity, 2) business development, 3) wages, and 4) other/miscellaneous expenses. The majority of the costs are fees related to being a reporting entity, which total $2,371,816. These fees comprise audit fees of $45,532, accounting fees of $95,334, filing and legal fees of $36,887, consulting fees of $174,374, and officers’ compensation paid of $177,500. Non-cash expenses recorded also include $1,650,145 of stock compensation expense and accrued officers’ compensation of $192,044. Business development expenses were $294,875, wages were $395,733, and other/miscellaneous expenses were $296,207.

~~Basis of Presentation~~11

~~The~~General ~~accompanying~~and ~~financial~~Administrative ~~statements have been prepared in accordance with generally accepted accounting principles in the United States of America.~~Expenses

~~The~~Year ~~Company’s~~Ended ~~year-end~~December is31, ~~April 30.~~2019

Development Stage Company

	WSC		ICS		SPE			PCNM		Total
Audit Fees	$	45,532	$	–	$	–		$	–		45,532
Accounting Fees		95,334		–		–			–		95,334
Filing Fees		4,197		–		–			–		4,197
Legal Fees		32,690		–		–			–		32,690
Consulting Fees		120,180		54,194		–			–		174,374
Stock Compensation		1,650,145		–		–			–		1,650,145
Officer's Compensation Paid		177,500		–		–			–		177,500
Officer's Compensation Accrued		192,044		–		–			–		192,044
Business Development		216,935		45,991		31,159			790		294,875
Wages		116,838		204,688		74,207			–		395,733
Other/Misc.		98,824		195,487		(6	)		1,902		296,207
	$	2,750,219	$	500,360	$	105,360		$	2,692		3,358,631

~~The~~Liquidity ~~Company is a development stage company as defined in ASC 915 “Development Stage Entities”. The Company is devoting substantially all of its efforts on establishing the business~~ and ~~its~~Capital ~~planned principal operations have not commenced. All losses accumulated since Inception has been considered as part of the Company's development stage activities.~~Resources

~~The~~During ~~Company~~the ~~has~~year ~~elected~~ended toDecember ~~adopt~~31, ~~application of Accounting Standards Update No. 2014-10~~2019, ~~Development~~the ~~Stage Entities~~primary ~~(Topic~~sources ~~915): Elimination~~ of ~~Certain~~liquidity ~~Financial~~were ~~Reporting~~cash ~~Requirements.~~flows ~~Upon~~from ~~adoption~~financing activities, ~~the~~and ~~Company~~in noparticular, ~~longer~~proceeds ~~presents~~from orissuance ~~discloses~~of ~~inception-to-date~~convertible ~~information~~notes payable and ~~other~~the ~~remaining~~sale ~~disclosure requirements~~ of ~~Topic~~common ~~915~~stock.

15As of December 31, 2019, the Company had total assets of $4,044,935, including $408,338 in cash, $85,359 in receivables, $145,747 in inventory and $92,068 in prepaid expenses and other current assets, and its long-term assets were $3,313,423.

~~Use~~On December 31, 2019, the Company had total liabilities of ~~Estimates~~$1,899,935, including $167,539 in accounts payable, $646,410 of accrued expenses, $548,549 in notes payable, $108,058 in related party payables, and $429,379 in lease liabilities.

~~The~~On ~~preparation~~December of31, ~~financial~~2019, ~~statements~~the inCompany ~~conformity~~had ~~with generally accepted accounting principles requires management~~stockholders’ toequity ~~make estimates and assumptions that affect the reported amounts~~ of ~~assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period~~$2,145,000. ~~Actual results could differ from those estimates.~~

~~Cash~~The Company has incurred net losses since inception. Its cash position is insufficient to meet its anticipated continuing operating expenses, and ~~Cash~~its ~~Equivalents~~independent registered public accounting firm has issued a going concern opinion. This means there is substantial doubt that it can continue as an ongoing business unless it alters its business model and/or obtain additional capital, so it can pay its ongoing operational costs. The Company has significantly altered its business model to the point where it believes these changes alone will make the Company self-sustaining, although there is no assurance that this will happen. In addition, the Company continues to seek investment capital in the belief that this will allow more rapid growth and make its ability to continue operations less doubtful.

The accompanying financial statements have been prepared assuming that the Company ~~considers~~will continue as a going concern, which contemplates the Company will need additional financing to fund additional material capital expenditures and to fully implement its business plan. There are no assurances that additional financing will be available on favorable terms, or at all. ~~highly~~If ~~liquid~~additional ~~investments~~financing ~~with~~is not available, the ~~original~~Company ~~maturities~~will ofneed ~~three~~to ~~months~~reduce, defer or ~~less~~cancel development programs, planned initiatives and overhead expenditures as a way to besupplement the cash flows generated by operations. The failure to adequately fund its capital requirements could have a material adverse effect on its business, financial condition and results of operations. Moreover, the sale of additional equity securities plus derivative securities to raise financing will result in additional dilution to the Company’s stockholders, and incurring additional indebtedness could involve the imposition of covenants that restrict its operations. Management, in the normal course of business, is trying to raise additional capital through sales of common stock as well as seeking financing from third parties, via both debt and equity, to balance the Company’s cash ~~equivalents~~requirements and to finance specific business initiatives.

~~Property, Plant and Equipment~~12

~~The~~Critical ~~Company~~Accounting ~~records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. The estimated useful lives as follows:~~Policies

~~Capitalized~~Certain ~~software~~critical ~~development 5~~accounting ~~years~~policies affect the more significant judgments and estimates used in the preparation of the Company’s financial statements. These policies are contained in Note 1 to the consolidated financial statements.

~~Expenditures~~Use ~~for~~of ~~maintenance~~Estimates and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income. We evaluate the recoverability of our long-lived assets whenever changes in circumstances or events may indicate that the carrying amounts may not be recoverable. An impairment loss is recognized in the event the carrying value of the assets exceeds the future undiscounted cash flows attributable to such assets.Assumptions

~~Fair~~The ~~Value~~preparation of ~~Financial~~financial ~~Instruments~~statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~AS topic 820 "~~Fair Value ~~Measurements~~of ~~and~~Financial Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.Instruments

~~These~~FASB ~~tiers~~ASC 825-10 ~~include:~~requires disclosure of fair value information about certain financial instruments, including, but not limited to, cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable, accrued expenses and notes payable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management on April 30, 2020, and 2021, and December 31, 2019. The carrying value of the financial instruments included in the Company’s consolidated financial statements approximated their fair values.

Level 1:	defined as observable inputs such as quoted prices in active markets;
Level 2:	defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3:	defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at, or approximate, fair value as of the reporting date because of their short-term nature.

The carrying value of ~~cash and~~ the ~~Company’s~~notes ~~loan~~payable ~~from shareholder~~ approximates ~~its~~ fair value ~~due~~as tothey ~~their~~bear ~~short-term maturity~~market rates of interest.

~~Income~~Revenue ~~Taxes~~Recognition

~~Income~~Revenue ~~taxes~~is ~~are~~measured ~~computed~~as ~~using~~ the ~~asset~~amount ~~and~~of ~~liability~~consideration expected ~~method. Under~~to ~~the~~be ~~asset~~received ~~and~~in ~~liability~~exchange ~~method,~~for ~~deferred~~transferring ~~income tax~~goods ~~assets~~or ~~and~~providing ~~liabilities~~service. ~~are~~Revenue ~~determined~~from ~~based~~product onsold ~~the~~is ~~differences~~recognized ~~between~~when obligations with the ~~financial~~customer ~~reporting~~are ~~and~~satisfied, ~~tax~~which ~~bases~~generally occurs with the transfer or delivery of ~~assets~~the ~~and~~product, ~~liabilities~~signifying ~~and~~the ~~are~~point ~~measured~~in ~~using~~time when the ~~currently~~customer ~~enacted~~obtains ~~tax~~control ~~rates~~of ~~and~~the ~~laws~~promised goods. A ~~valuation~~Our ~~allowance~~performance obligation is ~~provided~~delivering ~~for~~the product to the ~~amount~~ ofcustomer; ~~deferred~~and ~~tax~~therefore, the ~~assets~~transaction ~~that~~price, ~~based~~which is stated on ~~available~~the ~~evidence~~invoice, ~~are~~is ~~not~~allocated ~~expected~~100% to bethe ~~realized~~sole performance obligation of product delivery.

~~Revenue~~Our ~~Recognition~~sales policies do not provide for general rights of return, and payment is due net of 15 days. We do not record estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives at the time of the sale. We also do not record estimated reserves for product returns and credits at the time of sale and anticipated uncollectible accounts.

WeSales have purchased a website where we will generate revenues by providing jewelry designing services through the website. We plan to hire web designer to help us with the design and improvement our website. Taxes

16Sales (and similar) taxes that are imposed on the Company's sales and collected from customers are excluded from revenues.

InShipping 2014, the FASB issued guidance on revenue recognition (“ASC 606”), with final amendments issued in 2016. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and ~~(5)~~Handling recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes.Costs

~~The~~Shipping ~~Company’s~~and ~~jewelry~~Handling ~~design~~Costs ~~services~~for ~~are~~shipping ~~considered~~and handling activities, including those activities that occur subsequent to betransfer ~~one~~of ~~performance~~control ~~obligation;~~to ~~therefore~~the customer, ~~revenue~~are isrecorded ~~recognized when~~as ~~services~~cost ~~have~~of ~~been~~sales ~~provided~~and are expensed as ~~each~~incurred. ~~performance~~The ~~obligation~~Company isaccrues ~~satisfied~~costs for shipping and handling activities that occur after control of the promised good has transferred to the customer.

~~As of April 30, 2019, the Company has not generated any revenue.~~13

~~Basic~~Accounts ~~Income~~Receivable ~~(Loss)~~and ~~Per~~Allowance ~~Share~~for Doubtful Accounts

~~The~~Account’s ~~Company~~receivables ~~computes~~are ~~income~~recorded ~~(loss)~~at ~~per~~invoiced amount ~~share~~and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in ~~accordance~~management's ~~with~~judgment, ~~FASB~~deserve ~~ASC~~current ~~260~~recognition ~~“Earnings~~in ~~per~~estimating ~~Share”~~bad debts. ~~Basic~~Such ~~loss~~factors ~~per~~include ~~share~~growth and composition isof ~~computed~~accounts byreceivable, ~~dividing~~the ~~net~~relationship ~~income~~of ~~(loss)~~the ~~available~~allowance for doubtful accounts to ~~common~~accounts ~~shareholders~~receivable, byand current economic conditions. The determination of the ~~weighted~~collectability ~~average~~of ~~number~~amounts due requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of ~~outstanding~~a ~~common~~review ~~shares~~of ~~during~~historical collection experience, current aging status of the ~~period~~customer account, and the financial condition of the Company’s customers. ~~Diluted~~Based ~~income~~on ~~(loss)~~a ~~per~~review ~~share~~of ~~gives~~these ~~effect~~factors, tothe ~~all~~Company ~~dilutive~~establishes ~~potential~~or ~~common~~adjusts ~~shares~~the allowance for specific ~~outstanding~~customers ~~during~~and the ~~period~~accounts receivable portfolio as a whole. ~~Dilutive~~ ~~loss~~On ~~per~~April ~~share~~30, ~~excludes~~2021 ~~all~~and ~~potential~~2020, ~~common~~and ~~shares~~December if31, ~~their~~2019, ~~effect~~the isallowance ~~anti-dilutive~~for doubtful accounts was $0.

AsStock-Based ~~of April 30, 2019, there were no potentially dilutive debt or equity instruments issued or outstanding.~~Compensation

~~Stock~~The Company recognizes the fair value of the stock-~~Based~~based compensation ~~Compensation~~awards as wages in the accompanying statements of operations on a straight-line basis over the vesting period based on the Black-Scholes option pricing model based on a risk-free interest rate from 1.60-2.56% in 2019, dividend yield of 0%, expected life of 3.25 - 5 years and volatility of 71.70%. For the year ended April 30, 2021 and the transition period ended April 30, 2020, no stock-based awards have been issued.

~~Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.~~Goodwill

~~Recent~~Goodwill ~~Accounting~~represents ~~Pronouncements~~the difference between the enterprise value/cash paid less the fair value of all recognized net asset fair values including identifiable intangible asset values in a business combination. The Company reviews goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The Company considered the current and expected future economic and market conditions surrounding COVID-19 and its impact on the reporting unit. As a result of the certain business developments and changes in the Company's long-term projections, during the fourth quarter of fiscal 2021, the Company concluded a triggering event had occurred that required an impairment assessment to be performed. The qualitative assessment thresholds were not met. The Company calculated the quantitative impairment test of using the implied fair market value using market data and concluded there was no goodwill impairment loss. Based on annual testing, the Company has determined that there was no goodwill impairment in Fiscal 2021, 2020 or 2019.

InThe ~~February~~Company ~~2016,~~first ~~the~~evaluates ~~FASB~~qualitative ~~issued~~factors to ~~ASU~~determine ~~No.~~whether ~~2016-02,~~it ~~Leases,~~is ~~replacing~~more ~~existing~~likely ~~lease~~than ~~accounting~~not ~~guidance.~~(that ~~The~~is, ~~new standard introduces~~ a ~~lessee~~likelihood ~~model~~of ~~that~~more ~~would~~than ~~require~~50 ~~entities~~percent) tothat ~~recognize~~the ~~assets~~fair ~~and~~value ~~liabilities~~of ~~for~~the ~~most~~reporting ~~leases,~~unit is ~~but~~less ~~recognize~~than ~~expenses~~its oncarrying ~~their~~amount, ~~income~~including ~~statements~~goodwill. inIf aafter ~~manner~~qualitatively ~~similar~~assessing tothe ~~current~~totality ~~accounting.~~of ~~The~~events ~~ASU~~or ~~does~~circumstances, ~~not~~the ~~make fundamental changes to~~Company ~~existing~~determines ~~lessor~~that ~~accounting. However,~~ it ~~modifies~~is ~~what~~not ~~qualifies~~more aslikely athan ~~sales-type~~not ~~and~~that ~~direct~~the ~~financing~~fair ~~lease~~value ~~and related accounting and aligns a number~~ of the ~~underlying~~reporting ~~principles~~unit ~~with~~is ~~those~~less ofthan ~~the~~its ~~new~~carrying ~~revenue standard~~amount, ~~ASU~~then ~~No. 2014-09, such as~~further ~~evaluating~~testing ~~how~~is ~~collectability~~unnecessary. ~~should~~If beafter ~~considered~~assessing ~~and~~the ~~determining~~totality ~~when~~of ~~profit~~events ~~can~~or becircumstances, ~~recognized.~~the ~~The~~Company ~~guidance~~determines ~~eliminates~~that ~~existing~~it ~~real~~is ~~estate-specific~~more ~~provisions~~likely ~~and~~than not ~~requires~~that ~~expanded~~the ~~qualitative~~fair ~~and~~value ~~quantitative~~of ~~disclosures.~~the ~~The~~reporting ~~standard requires~~unit ~~modified~~is ~~retrospective~~less ~~transition~~than byits ~~which~~carrying itamount, isthe ~~applied~~Company atthen estimates the ~~beginning~~fair value of the ~~earliest~~reporting unit ~~comparative~~and ~~period~~compares ~~presented in~~ the ~~year~~fair value of ~~adoption. For~~ the ~~Company,~~reporting ~~the~~unit ~~ASU~~with isits ~~effective~~carrying ~~January 1~~amount, ~~2019.~~including ~~The~~goodwill, ~~Company~~as isdiscussed ~~currently assessing this ASU’s impact on the Company’s consolidated results of operations and financial condition~~below.

~~Management~~The ~~does~~quantitative ~~not~~goodwill ~~believe~~impairment ~~that~~test ~~any~~involves a ~~recently~~two-step ~~issued~~process. In the first step, ~~but~~the Company compares the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not ~~yet~~impaired ~~effective~~and ~~accounting~~no ~~pronouncements~~further testing is required. If the fair value of the reporting unit is less than the carrying value, ~~when~~the ~~adopted~~Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, ~~will~~the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting ~~have~~unit, including any unrecognized intangible assets, in a ~~material~~hypothetical ~~effect~~analysis onthat calculates the ~~accompanying~~implied ~~financial~~fair ~~statements~~value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss.

~~NOTE 4 – PROPERTY, PLANT AND EQUIPMENT~~14

~~Property,~~Off ~~Plant~~Balance Sheet Transactions and ~~Equipment~~Related Matters

	April 30, 2019			April 30, 2018
Website Development	$	15,000		$	15,000
Amortization		(2,508	)		(108	)
Impairment loss		(12,492	)		-
Total, net	$	-		$	14,892

There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have, or may have, a material effect on financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources of the Company.

17Disclosure of Contractual Obligations

~~Amortization~~Effective ~~expense~~December ~~for~~31, 2016, the ~~years~~Company ~~ended~~entered into ~~April~~an ~~30,~~Exclusive ~~2019~~Patent ~~and~~Licenses ~~2018~~Agreement ~~was~~with $2CBI,~~400~~ pursuant to which the Company would sell DeconGel™ and ~~$108~~pay 10% of the net selling price to CBI, ~~respectively~~as a license fee.

~~The~~As ~~Company~~discussed ~~has~~in ~~recognized~~Note an3 ~~impairment loss~~ of ~~$12,492 for~~ the ~~years~~consolidated ~~ended April 30, 2019 on the website because the~~financial ~~asset is underperforming relative to the projected future operating results~~statements, ~~and~~ the ~~asset~~Company is ~~customized~~party ~~built~~ to ~~the~~certain ~~Company’s~~debt ~~requirement~~instruments ~~which~~related ~~is expected~~ to beits ~~stagnant~~vehicles ~~with~~and ~~little or no demands from the market~~equipment.

~~NOTE~~Material ~~5 – NOTE PAYABLE~~Events

On ~~September~~March 2726, ~~2018~~2020, ~~the~~WSC ~~Company~~merged ~~entered~~with ~~into~~Lux aAmber, Corp. ~~promissory~~and ~~note~~WSC ~~agreement~~is innow ~~the~~a ~~amount~~wholly ofowned ~~$15,000~~subsidiary ~~with~~of ~~Guo~~Lux ~~Zhen~~Amber, ~~for the website development services payable~~Corp. The ~~note~~Company’s ~~has~~principal anexecutive ~~interest~~offices ~~rate~~are oflocated ~~10%~~at ~~with~~6136 Frisco aSquare ~~maturity~~Blvd., ~~date~~Suite of400, ~~September~~#237, 27Frisco, ~~2020~~TX 75034. The ~~interest~~corporate istelephone ~~payable~~number onis ~~the~~972-214-9764. ~~first~~LAC ~~day~~does ofhave ~~each~~a ~~month~~stock ~~commencing~~symbol, which ~~the~~is ~~first month after the date of the Note~~LXAM.

~~The~~Effective ~~interest~~May ~~expense~~18, 2018, Mr. Paul Williams was appointed ~~$875~~to ~~for~~the Board of Directors of the ~~nine~~Company. ~~months~~Contemporaneously ~~ended~~with ~~April~~such 30appointment, ~~2019~~the Board of Directors of the Company appointed Mr. Williams to assume the role of Chief Financial Officer and Vice Chairman. Subsequently, on February 3, 2020, Mr. Williams was also elected as the President of the Company.

~~NOTE~~Item 67A. –QUANTITATIVE ~~RELATED~~AND ~~PARTY~~QUALITATIVE ~~TRANSACTIONS~~DISCLOSURES ABOUT MARKET RISK.

AsNot ~~of April 30, 2019, the Company owed $9,852 to the Company’s sole director, Yulia Baranets for the Company’s working capital purposes~~applicable.

~~Ms. Baranets also provides services to the Company for which she is compensated for $1,500 per month. As of April 30, 2019, the outstanding accounts payable amount to Ms. Baranets was $~~15~~,750 which is included in accounts payable.~~

~~The~~Item ~~amounts~~8. ~~above~~CONSOLIDATED ~~are~~FINANCIAL ~~non-interest~~STATEMENTS ~~bearing,~~AND ~~due~~SUPPLEMENTARY ~~upon demand and unsecured.~~DATA

~~NOTE~~Lux 7Amber, –Corp. ~~COMMON~~and ~~STOCK~~Subsidiaries

~~The~~April ~~Company has 75~~30,~~000,000,~~ ~~$0.0001~~2021 ~~par~~and ~~value~~2020, ~~shares~~and ofDecember ~~common~~31, ~~stock authorized.~~2019

OnTABLE ~~January~~OF ~~20, 2018 the Company issued 2,000,000 shares of common stock to a director for services rendered estimated to be $200 at $0.0001 per share.~~CONTENTS

During the year ended April 30, 2019, the Company issued 1,150,000 of common shares at $0.02 per share for a total price of $23,000.

	Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS	F-3

CONSOLIDATED STATEMENTS OF OPERATIONS	F-4

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY	F-5

CONSOLIDATED STATEMENTS OF CASH FLOWS	F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-7

~~There were 3,150,000 shares of common stock issued and outstanding as of April 30, 2019.~~16

~~NOTE~~REPORT 8OF –INDEPENDENT ~~COMMITMENTS~~REGISTERED ~~AND~~PUBLIC ~~CONTINGENCIES~~ACCOUNTING FIRM

~~Our~~To ~~sole~~the ~~officer~~Board ~~and~~of ~~director,~~Directors ~~Yuliia~~and ~~Baranets,~~Stockholders ~~has agreed to provide her own premise under office needs. She will not take any fee for these premises.~~of

~~NOTE~~Lux 9Amber, ~~– INCOME TAXES~~Corp.

OnOpinion December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on ~~deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces~~ the ~~U.S.~~Consolidated ~~corporate~~Financial ~~income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act,~~Statements ~~the Company revalued its ending net deferred tax assets.~~

~~The~~We ~~reconciliation~~have audited the accompanying consolidated balance sheets of ~~income~~Lux ~~tax~~Amber, ~~benefit~~Corp. and subsidiaries (~~expenses~~the “Company”), atas of April 30, 2021, April 30, 2020 and December 31, 2019 , and the ~~U.S.~~related ~~statutory~~consolidated ~~rate~~statements atof ~~21%~~operations, changes in stockholders’ equity, and ~~34%~~cash flows for the year ended April 30, 2021, the period from January 1, 2020 through April 30, 2020, and the year ended December 31, 2019. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2021, April 30, 2020, ~~follows:~~and December 31, 2019, and the results of their operations and their cash flows for the year ended April 20, 2021, the period from January 1, 2020 through April 30, 2020, and the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

18Going Concern

	April 30, 2019			April 30, 2018
Tax benefit (expenses) at U.S. statutory rate	$	11,437		$	1,198
Change in valuation allowance		(11,437	)		(1,198	)
Tax benefit (expenses), net	$	-		$	-

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~Basis ~~tax~~for ~~effects of temporary differences that give rise to significant portions of the net deferred tax assets are as follows:~~Opinion

	April 30, 2019			April 30, 2018
Net operating loss	$	10,239			$	1,198
Valuation allowance		(10,239	)			(1,198	)
Deferred tax assets, net	$	-			$	-

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these 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.

~~The~~We ~~tax~~conducted ~~effects~~our audits in accordance with the standards of ~~temporary~~the ~~differences~~PCAOB. Those standards require that ~~give~~we ~~rise~~plan and perform the audit to ~~significant~~obtain ~~portions~~reasonable ofassurance about whether the ~~net~~financial statements ~~deferred~~are ~~tax~~free ~~assets~~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 asrequired to obtain an understanding ~~follows:~~of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

	April 30, 2019		April 30, 2018
Balance-Beginning	$	1,198		$	-
Increase/(Decrease) in Valuation allowance		10,239			1,198
Balance-Ending	$	11,437		$	1,198

~~The~~Critical ~~Company~~Audit has accumulated approximately $54,462 of net operating losses (“NOL”) carried forward to offset future taxable income indefinitely, if any, in future years. Such NOL carryover can only offset eighty percent (80%) of taxable income without regard to the new section 199A deduction. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.Matter

~~NOTE~~The 10critical –audit ~~SUBSEQUENT~~matter ~~EVENTS~~communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our consolidated opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

~~In accordance with ASC 855~~F-10 the Company has analyzed its operations subsequent to April 30, 2019 to the date these financial statements were issued on May 10, 2019, and has determined that it does not have any material subsequent events to disclose in these financial statements.1

19Goodwill Impairment Assessment

~~Item~~Description 9.of ~~Changes~~the ~~In and Disagreements with Accountants on Accounting and Financial Disclosure~~Matter

~~None~~The Company’s evaluation of goodwill for impairment involves the comparison of the estimated fair value of the reporting unit to its carrying value. The annual impairment test of goodwill at a reporting unit level is performed annually during the fourth quarter, or more frequently if events or circumstances indicate the fair value of a reporting unit may be below its respective carrying value. The Company uses data from market prices in sales to third parties to estimate the fair value of its reporting unit, which requires management to make significant estimates and assumptions related to non-affiliated shares and market prices. Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both.

~~Item~~The ~~9A(T)~~Company performed its annual impairment test of goodwill during the fourth quarter. ~~Controls~~The Company identified circumstances that caused it to evaluate the goodwill associated with its reporting unit for potential impairment. Because the estimated fair values of the Company’s reporting unit exceeded its carrying values, no impairment was recorded. Given that the Company used market prices of recent transactions in its shares to calculate a fair value of its reporting unit, and ~~Procedures~~this calculation is highly sensitive to changes in demand for the Company’s common stock, auditing management’s assumptions involved especially subjective judgment.

~~Management~~As a result, we identified the Company’s evaluation ~~Report~~of ongoodwill ~~Disclosure~~impairment ~~Controls~~as a critical audit matter due to the high degree of auditor judgment and ~~Procedures~~the increased extent of effort that was required when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to market capitalization calculations.

~~Management~~How isWe ~~responsible~~Addressed for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the ~~reliability~~Matter ~~of financial reporting and the preparation of financial statements for external purposes~~ in ~~accordance~~Our with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2019 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") 2013.Audit

AOur ~~material~~audit ~~weakness~~procedures isrelated ato ~~deficiency,~~the ~~or combination~~ calculation of ~~deficiencies,~~the infair ~~internal~~market ~~control~~value ~~over financial reporting, such that there is a reasonable possibility that a material misstatement~~ of the Company’s ~~annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial~~ reporting asunit ofincluded ~~April 30, 2019,~~ the ~~Company determined that there were control deficiencies that constituted material weaknesses~~following, asamong ~~described below.~~others:

1. We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

·	We evaluated management’s ability to accurately calculate the fair value of its reporting unit using market capitalization as a corroboration of fair value by reviewing market prices paid by third parties during the year ended April 30, 2021.

·	With the assistance of our fair value specialists, we evaluated the reasonableness of management’s fair value estimate by:

2.· WeObtaining ~~did~~an ~~not~~understanding ~~maintain appropriate cash controls – As~~ of ~~April~~management’s ~~30,~~process ~~2019,~~for developing the ~~Company~~fair ~~has~~value ~~not~~estimate; ~~maintained~~· ~~sufficient~~Testing ~~internal~~management’s ~~controls~~process ~~over~~to ~~financial~~develop ~~reporting for~~ the ~~cash process~~estimates, ~~including~~which ~~failure~~included toevaluating ~~segregate~~the ~~cash~~methods, ~~handling and accounting functions~~data, and ~~did~~significant ~~not~~assumptions ~~require~~used ~~dual~~in ~~signature~~developing on the ~~Company’s~~estimate; ~~bank~~· ~~accounts.~~Testing ~~Alternatively,~~ the ~~effects~~mathematical accuracy of ~~poor~~estimate ~~cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts~~calculations.

3. We ~~did~~have ~~not~~served ~~implement~~as ~~appropriate information technology controls – As at April 30, 2019,~~ the Company ~~retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company~~’s ~~data~~auditor since ~~or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors~~2020.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’/s/ ~~internal~~Whitley ~~controls.~~Penn LLP

~~As a result of the material weaknesses described above~~Plano, management has concluded that the Company did not maintain effective internal control over financial reporting as of April 30, 2019 based on criteria established in Internal Control—Integrated Framework issued by COSO.Texas

~~Changes~~September in29, ~~Internal Control over Financial Reporting~~2021

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of April 30, 2019, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.F-2

20Lux Amber, Corp. and Subsidiaries

~~This~~Consolidated ~~annual~~Balance report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.Sheets

~~PART~~April ~~III~~30, 2021 and 2020, and December 31, 2019

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

	April 30, 2021			April 30, 2020			December 31, 2019
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	–		$	49,185		$	408,338
Accounts receivable		112,982			106,876			85,359
Inventory		137,211			131,205			145,747
Prepaid expenses		2,000			8,711			1,298
Other current assets		5,960			770			90,770
Total current assets		258,153			296,747			731,512

GOODWILL		2,294,953			2,294,953			2,294,953

INTANGIBLES		15,000			15,000			15,000

OTHER LONG-TERM ASSETS		–			12,700			12,700

FIXED ASSETS
Furniture, fixtures, and office equipment		36,256			26,191			–
Vehicles and trailers		284,650			194,140			194,140
Equipment		649,910			608,274			573,267
Leasehold improvements		12,190			12,190			12,190
Assets in process		14,259			44,551			41,061
		997,265			885,345			820,658
Accumulated depreciation		(484,568	)		(316,086	)		(269,128	)
Fixed assets, net		512,697			569,259			551,530

RIGHT OF USE ASSETS		272,657			423,815			439,240

TOTAL ASSETS	$	3,353,460		$	3,612,474		$	4,044,935

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	554,588		$	288,864		$	167,539
Accrued expenses		1,201,568			805,853			646,410
Related party payables		208,756			85,603			108,058
Notes payable – current portion		112,889			762,889			512,889
Right of use liabilities – current portion		172,498			190,262			186,805
Total current liabilities		2,250,299			2,133,471			1,621,701

NON-CURRENT LIABILITIES
Notes payable		14,735			27,585			35,660
Right of use liabilities		98,761			236,782			242,574
Paycheck Protection Program loans		104,752			–			–
TOTAL LIABILITIES	$	2,468,547		$	2,397,838		$	1,899,935

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 75,000,000 shares authorized: 31,111,659 issued and outstanding as of April 30, 2021; 29,441,708 issued and outstanding as of April 30, 2020, and 28,053,167 issued and outstanding as of December 31, 2019		3,107			2,943			2,806
Additional paid-in-capital		15,750,430			14,095,093			13,538,623
Accumulated deficit		(14,868,624	)		(12,884,427	)		(11,390,098	)
Total Lux Amber, Corp. stockholders' equity		884,913			1,213,609			2,151,331
Non-controlling interest		–			1,027			(6,331	)
Total equity		884,913			1,214,636			2,145,000

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,353,460		$	3,612,474		$	4,044,935

~~Directors~~The ~~and~~accompanying ~~Executive~~notes ~~Officers~~are an integral part of these consolidated financial statements.

~~The name, address and position of our present officers and directors are set forth below:~~F-3

Name and Address of Executive Officer and/or Director	Age	Position
Yuliia Baranets	32	President, Chief Financial Officer, Chief Executive Officer, Sole Director
Shaoyaoju Beili 207, 712
Beijing
China 100029

Lux Amber, Corp. and Subsidiaries

~~Biographical~~Consolidated ~~Information~~Statements ~~and Background~~ of ~~officer and director~~Operations

Directors of the corporation are elected by the stockholders to a term of one year and serve until a successor is elected and qualified. Officers of the corporation are appointed by the Board of Directors to a term of one year and serves until a successor is duly appointed and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees.

	For the Year Ended April 30, 2021			For the Four Months Ended April 30, 2020			For the Year Ended December 31, 2019

REVENUE	$	998,947		$	218,963		$	976,671
COST OF GOODS SOLD		683,951			329,666			932,032

Gross profit (loss)		314,996			(110,703	)		44,639

OPERATING EXPENSES
Product Delivery		594,098			252,230			–
General and administrative		1,506,792			838,966			3,358,631
Selling		84,936			72,148			150,602
Depreciation and amortization		155,171			99,580			172,246
Total operating expenses		2,340,997			1,010,694			3,681,479

OTHER (INCOME) EXPENSE
Interest income		–			–			(255	)
Interest expense		66,951			28,784			22,596
Other (income) expense		(108,755	)		336,790			(66,989	)
Total other (income) expense		(41,804	)		365,574			(44,648	)

Net loss		(1,984,197	)		(1,486,971	)		(3,592,192	)

Less: net income attributable to non-controlling interest		–			7,358			19,869

NET LOSS attributable to Lux Amber, Corp. Stockholders	$	(1,984,197	)	$	(1,494,329	)	$	(3,612,061	)

Basic and diluted loss per share	$	(0.06	)	$	(0.05	)	$	(0.14	)

Weighted average shares - basic and diluted		30,578,463			28,046,859			26,221,108

~~Education,~~The ~~extensive~~accompanying ~~experience~~notes ~~and~~are ~~qualifications~~an ofintegral ~~our~~part ~~director Yuliia Baranets in a position~~ of ~~freelance designer,~~ ~~sales~~these ~~manager,~~consolidated ~~freelance~~financial ~~marketing manager and leading number other companies, brought us to conclusion that she is qualified for the position for a director of our company~~statements.

Yuliia Baranets has been holding the above stated positions since the inception of the Company and is expected to hold them until the next annual meeting of our stockholders. Thereby, Mrs. Baranets is currently the sole officer/Director and control person of Lux Amber, Corp.F-4

Mrs. Baranets has served as the Company’s President, Chief Executive Officer, Secretary, Treasurer and a Director since its incorporation on January 19, 2018. She has worked in marketing and design industry for the last seven years and during this time Mrs. Baranets has been planning formation and operation of Lux Amber, Corp. ~~Her specific knowledge, qualifications~~ and skills have led to our conclusion that Mrs. Baranets is a suitable person to develop our business. She has been a freelance designer for mainly Chinese clients. Her customers included various businesses, personal friends and design agencies. Her duties included the following business activities: liaising with clients to determine their requirements and budget, print and production, planning and budgeting for marketing campaigns, developing concepts, graphics and layouts arrangement for product illustrations, company logos creation and website design and development.Subsidiaries

~~Audit~~Consolidated ~~Committee~~Statements of Changes in Stockholders' Equity

WeFor ~~do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe~~ the ~~cost~~years ~~related~~ending toApril ~~retaining~~30, ~~a financial expert at this time is prohibitive. Further~~2021, ~~because~~and ~~we have no operations~~December 31, ~~at the present time~~2019, weand ~~believe~~ the ~~services~~interim ofperiod aending ~~financial~~April ~~expert~~30, ~~are not warranted.~~2020

	Number of Shares Issued and Outstanding			Common Stock Par Value Amount			Additional Paid-in Capital			Accumulated Deficit			Non-Controlling Interest			Total

Balance as of December 31, 2018		25,531,293		$	2,553		$	10,020,231		$	(7,778,037	)	$	(26,200	)	$	2,218,547

Warrants exercised		260,000			26			129,974			–			–			130,000
Common stock issued for cash		825,332			83			1,237,917			–			–			1,238,000
Options exercised		50,000			5			495			–			–			500
Notes payable converted to common stock		1,386,542			139			499,861			–			–			500,000
Share based compensation		–			–			1,650,145			–			–			1,650,145
Net loss		–			–			–			(3,612,061	)		19,869			(3,592,192	)

Balance as of December 31, 2019		28,053,167		$	2,806		$	13,538,623		$	(11,390,098	)	$	(6,331	)	$	2,145,000

Common stock repurchased		–			(2	)		(22,392	)		–			–			(22,394	)
Existing LXAM shares outstanding when acquired		2,000			–			–			–			–			–
Notes payable converted to common stock		1,386,541			139			499,861			–			–			500,000
Share based compensation		–			–			79,001			–			–			79,001
Net loss		–			–			–			(1,494,329	)		7,358			(1,486,971	)

Balance as of April 30, 2020		29,441,709		$	2,943		$	14,095,093		$	(12,884,427	)	$	1,027		$	1,214,636

Common stock repurchased		(36,250	)		(4	)		(45,309	)		–			–			(45,313	)
Options exercised (cashless)		20,000			2			(2	)		–			–			–
Notes payable converted with interest		1,686,467			169			1,507,246			–			–			1,507,415
Share based compensation		–			–			178,212			–			–			178,212
Adjustment		(267	)		(3	)		15,190									15,187
Dissolution of PCNM														(1,027	)		(1,027	)
Net loss		–			–			–			(1,984,197	)		–			(1,984,197	)

Balance as of April 30, 2021		31,111,659		$	3,107		$	15,750,430		$	(14,868,624	)	$	–		$	884,913

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

We have no employees other than our Treasurer and a sole director, Yuliia Baranets; he currently devotes approximately twenty hours per week to company matters. We intend to hire employees on an as needed basis.F-5

~~Item~~Lux 11Amber, Corp. ~~Executive~~and ~~Compensation~~Subsidiaries

~~The~~Consolidated ~~following~~Statements ~~tables~~of ~~set~~Cash ~~forth certain information about compensation paid, earned or accrued for services by our President from inception on January 19, 2018 until April 30, 2019.~~Flows

Name and Principal Position	Year		Salary (US$)	Bonus (US$)		Stock Awards (US$)	Option Awards (US$)		Non-Equity Incentive Plan Compensation (US$)	Non-qualified Deferred Compensation Earnings (US$)	All Other Compensation (US$)	Total (US$)
	For the Year Ended April 30, 2021			For the Four Months Ended April 30, 2020			For the Year Ended December 31, 2019
Yuliia Baranets,	2019		0	0		0	0		0	0	0	0
CASH FLOW FROM OPERATING ACTIVITIES
President, CEO, CFO
Net loss	$	(1,984,197)		$	(1,486,971)		$	(3,592,192)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		264,216			99,580			172,246
Bad debt expense		–			–			5,709
Loss on sale of asset		7,683			1,215			35,743
Share based compensation		178,212			79,001			1,650,145
Other expenses		28,927			4,319			5,960
Gain on extinguishment of Paycheck Protection Program loans		(100,344)
Accounts receivable		(6,106)			(21,517)			(39,071)
Inventory		(6,006)			14,542			(76,550)
Prepaid expenses		6,711			(7,413)			26,014
Other current assets		7,510			–			1,995
Accounts payable and accrued expenses		688,551			280,768			518,049
Due to related parties		123,153			(22,455)			(353,855)
Net cash used in operating activities		(791,690)			(1,058,931)			(1,645,807)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of licenses		–			–			(15,000)
Expenditures for property and equipment		(106,292)			(65,904)			(218,933)
Net cash used in investing activities		(106,292)			(65,904)			(233,933)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowing on convertible notes payable		730,300			840,000			910,000
Borrowing on notes payables		100,000
Payments on notes payable		(12,850)			(8,075)			(17,121)
Proceeds from Paycheck Protection Program loans		205,136			–			–
Proceeds from the sale of common stock		–			–			1,238,000
Right of use financing lease payments		(128,476)			(43,853)			(78,113)
Payments on the repurchase of common stock		(45,313)			(22,394)			–
Proceeds from execution of warrants		–			–			130,000
Proceeds from stock options exercised		–			–			500
Net cash provided by financing activities		848,797			765,678			2,183,266
TOTAL (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS		(49,185)			(359,153)			303,526
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR/PERIOD		49,185			408,338			104,812
CASH AND CASH EQUIVALENTS AT END OF YEAR/PERIOD	$	–		$	49,185		$	408,338
NONCASH INVESTING AND FINANCING ACTIVITIES:
Convertible notes payable and accrued interest converted to common stock	$	1,507,415		$	500,000		$	500,000
Non-cash trade in of vehicle and associated debt	$	56,753		$	30,905		$	26,000
Convertible notes payable in other assets	$	–		$	–		$	(90,000)
Right of use asset addition	$	65,008		$	68,104		$	–
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest	$	42,791		$	5,232		$	8,842

~~There are no current employment agreements between the company and its sole officer.~~ The ~~compensation~~accompanying ~~discussed~~notes ~~herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There~~ are noan ~~other~~integral ~~stock~~part ~~option plans, retirement, pension, or profit sharing plans for the benefit~~ of these ~~our~~consolidated ~~officers~~financial ~~and directors other than as described herein~~statements.

~~Change of Control~~F-6

AsLux ~~of April 30~~Amber, ~~2019,~~Corp. weand ~~had no pension plans or compensatory plans or other arrangements that provide compensation in~~Subsidiaries ~~the~~NOTES ~~event~~TO ofCONSOLIDATED aFINANCIAL ~~termination of employment or a change in our control.~~STATEMENTS

~~Item~~NATURE ~~12.~~OF ~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~BUSINESS

~~The~~Worldwide ~~following~~Specialty ~~table~~Chemicals ~~provides~~Inc. ~~certain~~(“WSC”), a ~~information~~Delaware ~~regarding~~corporation ~~the~~formed ~~ownership~~on ofMarch ~~our~~26, ~~common~~2014, ~~stock~~is an international specialty chemical company. On March 26, as2020, ofWSC ~~April~~was 30acquired by Lux Amber, ~~2019~~Corp. (“LAC”), a Nevada corporation and assuccessor to WSC’s business, and WSC is now a wholly owned subsidiary of ~~the~~LAC. ~~date~~The ofCompany’s ~~the~~corporate ~~filing~~offices ofare ~~this~~located ~~annual~~at ~~report~~6136 ~~by:~~Frisco Square Blvd., Suite 400, #237, Frisco, Texas 75034.

·LAC ~~each~~has three (3) wholly owned subsidiaries (collectively with LAC, the “Company”): Worldwide Specialty Chemicals, Inc. (“WSC”), Industrial Chem Solutions, Inc. (“ICS”), and Safeway Pest Elimination, LLC, (“SPE”), which was formed July 16, 2018. LAC and its subsidiaries serve as both producers and distributors of ~~our~~environmentally ~~executive~~safe, ~~officers;~~specialty chemicals. The Company formerly held a 49% interest in PCNM LLC, a Service-Disabled Veteran owned small business that sold the Company’s products to government agencies. PCNM was legally dissolved on July 31, 2020.

·The ~~each~~Company’s ~~director;~~products utilize all-natural and renewable resources, contain no dangerous chemicals or additives, and offer “green” solutions to its customers. ICS’ product line includes asphalt release agents, industrial cleaners, environmental remediation gels, odor control agents, and consumer friendly cleaners for a wide range of uses, including construction, environmental remediation, hazardous materials clean-up, nuclear decommissioning, industrial cleaning, and odor control. SPE’s products are designed for the elimination and control of pests.

·1. ~~each~~SUMMARY ~~person~~OF ~~known~~SIGNIFICANT ACCOUNTING ~~to us to own more than 5% of our outstanding common stock; and~~POLICIES

·A ~~all~~summary of ~~our~~the ~~executive~~significant ~~officers~~accounting ~~and~~polices consistently ~~directors~~applied ~~and~~in asthe apreparation ~~group~~of the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP) is as follows.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage
Common Stock	Yuliia Baranets	2,000,000 shares of common stock (direct)	63%
	Shaoyaoju Beili 207, 712
	Beijing
	China 100029

Basis of Consolidation

The ~~percent~~consolidated offinancial ~~class~~statements isinclude the ~~based~~accounts onof 3LAC,~~150~~ WSC,~~00 shares~~ ofICS, ~~common~~SPE, ~~stock~~and ~~issued~~PCNM. ~~and~~All ~~outstanding~~significant asintercompany ofaccounts ~~the~~and ~~date~~transactions ofhave ~~this~~been ~~annual~~eliminated ~~report~~in consolidation.

22Use of Estimates

~~Item~~The ~~13.~~preparation ~~Certain~~of ~~Relationships~~financial statements in conformity with generally accepted accounting principles requires management to make estimates and ~~Related~~assumptions ~~Transactions~~that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~During~~Fair ~~the~~Value ~~year ended April 30, 2019, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners~~ of 5%Financial or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.Instruments

~~Item~~FASB 14ASC 825-10 requires disclosure of fair value information about certain financial instruments, including, but not limited to, cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, related party payables, notes payable, and Paycheck Protection Program loans. ~~Principal~~Fair ~~Accountant~~value ~~Fees~~estimates discussed herein are based upon certain market assumptions and ~~Services~~ pertinent information available to management on April 30, 2021, 2020, and December 31, 2019. The carrying value of the financial instruments included in the Company’s consolidated financial statements approximated their fair values.

During fiscal year ended April 30, 2019, we incurred approximately $10,000 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the reviews of our financial statements for the year ended April 30, 2019.F-7

~~Item~~The ~~15.~~carrying ~~Exhibits~~value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at, or approximate, fair value as of the reporting date because of their short-term nature.

The ~~following~~carrying ~~exhibits~~value ~~are~~of ~~filed~~the notes payable approximates fair value as ~~part~~they ofbear ~~this~~market ~~Annual~~rates ~~Report~~of interest.

31.1	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
31.2	Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
32.1	Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema
101.CAL	XBRL Taxonomy Calculation Linkbase
101.DEF	XBRL Taxonomy Definition Linkbase
101.LAB	XBRL Taxonomy Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase

Basic and Diluted Net Loss Per Share

23Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted earnings loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items.

~~SIGNATURES~~For the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019, approximately 82,668, 82,668, and 82,668 common stock warrants, respectively, and 6,519,750, 6,469,750 and 6,366,417 common stock options, respectively, were not added to the diluted average shares because inclusion of such warrants and options would be antidilutive.

InCash ~~accordance~~and ~~with~~Cash ~~the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Equivalents

	Lux Amber, Corp.
Dated: July 15, 2019	By: /s/ Yuliia Baranets
	Yuliia Baranets, President and Chief Executive Officer and Chief Financial Officer

The Company considers all highly liquid investments with an initial maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash balances at several financial institutions located throughout the United States, which at times may exceed insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

24Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivables are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management's judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable, and current economic conditions. The determination of the collectability of amounts due requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer account, and the financial condition of the Company’s customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. On April 30, 2021 and 2020, and December 31, 2019, the allowance for doubtful accounts was $0.

Revenue Recognition

Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service. Revenue from product sold is recognized when obligations with the customer are satisfied, which generally occurs with the transfer or delivery of the product, signifying the point in time when the customer obtains control of the promised goods. Our performance obligation is delivering the product to the customer; and therefore, the transaction price, which is stated on the invoice, is allocated 100% to the sole performance obligation of product delivery. For the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019, all revenue was from products sold.

Our sales policies do not provide for general rights of return, and payment is due net of 15 days. We do not record estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements, promotions, and other volume-based incentives at the time of the sale. We also do not record estimated reserves for product returns and credits at the time of sale and anticipated uncollectible accounts.

F-8

Sales Taxes

Sales (and similar) taxes that are imposed on the Company's sales and collected from customers are excluded from revenues.

Shipping and Handling Costs

Costs for shipping and handling activities, including those activities that occur subsequent to transfer of control to the customer, are recorded as cost of sales and are expensed as incurred. The Company accrues costs for shipping and handling activities that occur after control of the promised good has transferred to the customer.

Inventory

Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in first-out basis. The carrying value of inventory is reduced for estimated obsolescence. The Company evaluates the inventory carrying value for potential excess and obsolete inventory exposures by analyzing historical and anticipated demand.

The following table sets forth the components of the Company’s inventory balances as of:

	April 30, 2021			April 30, 2020			December 31, 2019
Finished goods	$	93,203		$	92,568		$	89,033
Raw materials		61,298			55,927			74,004
Obsolescence		(17,290	)		(17,290	)		(17,290	)
	$	137,211		$	131,205		$	145,747

Fixed Assets

Fixed assets consist of furniture, fixtures and office equipment, vehicles and trailers, equipment and leasehold improvements that are stated at cost, less accumulated depreciation. Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to earnings over their estimated service lives (3 – 10 years) under the straight-line method.

Maintenance and repairs are charged to earnings as incurred; major repairs and replacements are capitalized. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operations.

Goodwill

Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized net asset fair values including identifiable intangible asset values in a business combination. The Company reviews goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The Company considered the current and expected future economic and market conditions surrounding COVID-19 and its impact on the reporting unit. As a result of the certain business developments and changes in the Company's long-term projections, during the fourth quarter of fiscal 2021, the Company concluded a triggering event had occurred that required an impairment assessment to be performed. The qualitative assessment thresholds were not met. The Company calculated the quantitative impairment test of using the implied fair market value using market data and concluded there was no goodwill impairment loss. Based on annual testing, the Company has determined that there was no goodwill impairment in Fiscal 2021, 2020 or 2019.

F-9

The Company first evaluates qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount, including goodwill. If after qualitatively assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then further testing is unnecessary. If after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company then estimates the fair value of the reporting unit and compares the fair value of the reporting unit with its carrying amount, including goodwill, as discussed below.

The quantitative goodwill impairment test involves a two-step process. In the first step, the Company compares the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss.

Share-Based Compensation

The Company recognizes compensation expense for all share-based payments in accordance with FASB Codification Topic 718, Compensation — Stock Compensation, (ASC 718). Under the fair value recognition provisions of ASC 718, the Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award. The fair value at the measurement date of stock options is estimated using the Black-Scholes option-pricing model. Compensation expense is recognized on a straight-line basis over the vesting period based on the estimated number of stock options that are expected to vest.

Income Taxes

The Company accounts for Federal and state income taxes using the asset and liability approach for financial accounting and reporting for income taxes based on tax effects of differences between the financial statement and tax basis of assets and liabilities.

The Company accounts for all uncertain tax positions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 740 – Income Taxes (“ASC 740”). ASC 740 provides guidance on de-recognition, classification, interest and penalties and disclosure related to uncertain income tax positions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. There were no accrued interest or penalties as of April 30, 2021 and 2020, and December 31, 2019.

From time to time, the Company may be audited by taxing authorities. These audits could result in proposed assessments of additional taxes. The Company believes that its tax positions comply in all material respects with applicable tax law. However, tax law is subject to interpretation, and interpretations by taxing authorities could be different from those of the Company, which could result in the imposition of additional taxes. The Company’s federal returns since 2016 are still subject to examination by taxing authorities.

License Fee

ICS pays 10% of the net selling price of $9.50 a gallon to CBI, as a mutually acceptable license fee. E. Thomas Layton, Chairman and CEO of LAC, is also the Chairman and CEO and controlling shareholder of CBI. During the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019, the Company incurred $2,015, $590, and $3,307 of license fees for those sales to CBI. As of April 30, 2021, the Company owed $1,670 which is reported in accounts payable on the balance sheet.

F-10

Advertising Costs

The Company recognizes expenses for advertising costs as they are incurred. Advertising costs were $24,589, $12,538, and $22,099 for the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred substantial operating losses, resulting in an accumulated deficit of $14,868,624 on April 30, 2021. The Company has a working capital deficit of $1,997,246 as of April 30, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are being issued. Accordingly, the Company is arranging for additional financing to fully implement its business plan, including continued growth and establishment of a stronger brand.

The Company is actively seeking growth of its service offerings, both organically and via new client relationships. In the ordinary course of the Company’s business, management is trying to raise additional capital through sales of common stock as well as seeking debt financing from third parties. There are current indications that additional financing will be available on favorable terms. If additional financing is not available, the Company will need to reduce salaries, defer or cancel development programs, planned initiatives and overhead expenditures. The failure to adequately fund its capital requirements could have a material adverse effect on the Company’s business, financial condition, and results of operations, including potential discontinuance of operations. Moreover, the sale of additional equity securities to raise financing will result in additional dilution to the Company’s stockholders. Additionally, incurring additional indebtedness could involve an increased debt service cash obligation, as well as the imposition of covenants that restrict the Company’s operations or the Company’s ability to perform on its current debt service requirements. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. While the Company recognizes the significant impact of additional financing, the Company is a smaller reporting company serving large and growing markets and it will continue to sell securities and enter into financing programs which are deemed to be prudent.

Recently Issued Accounting Pronouncements

Pronouncements Recently Adopted

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill impairment (“ASU 2017-04”), which removes Step 2 of the goodwill impairment test. A goodwill impairment will now be determined by the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2019, with early adoption permitted. Adoption of this guidance in the year ended April 30, 2021, did not impact the Company’s financial statements.

Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses, which amends how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, which applies to trade accounts receivable and the calculation of the allowance for uncollectible accounts receivable. The new standard will become effective for the Company for annual and interim periods beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this accounting guidance will have on the consolidated financial statements.

F-11

2. ACCOUNTS RECEIVABLE

Accounts receivables relate to trade receivables from product sales made by the Company. Accounts receivables consist of the following on:

		April 30, 2021				April 30, 2020				December 31, 2019
Trade receivables		$	112,982			$	106,876			$	85,359

3. NOTES PAYABLE

Convertible Promissory Notes Payable

Throughout August 2019, the Company issued $500,000 of convertible debentures. The debentures were convertible into shares of the Company's common stock at the maturity date of November 15, 2019 and pay any unpaid interest at a rate of 8%. On November 15, 2019, the debentures were converted into 1,386,542 shares of common stock at a rate of $0.3606093 per share. Accrued interest paid amounted to $7,310.

During the year ended December 31, 2019, the Company issued a second round of $500,000 of convertible debentures. The debentures were convertible into shares of the Company's common stock at the maturity date of April 15, 2020, and pay any unpaid interest at a rate of 8%. As of December 31, 2019, $90,000 had not yet been funded and is recorded in other current assets on the balance sheet. The second round of debentures had not been converted and the accrued interest unpaid amounted to $1,035 as of December 31, 2019. In April 2020, the debentures noted above were converted to 1,386,541 shares of common stock at a price of $0.3606093 per share and all accrued interest was paid in the amount of $11,566.

During the transition period ended April 30, 2020, the Company issued a third round of convertible debentures in the principal amount of $750,000. The debentures were convertible into shares of the Company's common stock at the maturity date of June 15, 2020 and pay any unpaid interest at a rate of 8%. As of April 30, 2021, the debentures noted above had been converted to 872,093 shares of common stock at a price of $0.86 per share and the accrued interest unpaid amount of $13,326 was converted into 15,495 shares of common stock at a price of $0.86 per share. The remaining $1,666 of accrued interest was paid as of August 11, 2020.

During the year ended April 30, 2021, the Company issued a fourth round of convertible debentures in the principal amount of $525,500. The debentures were convertible into shares of the Company’s common stock at the maturity date of September 15, 2020, and pay any unpaid interest at a rate of 8%. The debentures were converted into 611,047 shares of common stock at a price of $0.86 per share and the accrued interest unpaid amount of $16,459 was converted into 19,138 shares of common stock at a price of $0.86 per share

During the year ended April 30, 2021, the Company issued a fifth round of convertible debentures in the principal amount of $204,800. The debentures were convertible into shares of the Company’s common stock at the maturity date of January 15, 2021 and pay any unpaid interest at a rate of 8%. This round of debentures was converted 163,890 shares of common stock at a price of $1.25 per share and accrued interest of $2,074 was converted into 1,660 shares of common stock at a price of $1.25 per share.

Vehicles and Equipment Notes Payable

The Company has one note payable relating to the purchase of a Company vehicle as of April 30, 2021. The balance outstanding under the note payable was $27,624 as of April 30, 2021. The note payable bears interest of 5.99% with principal and interest due monthly. The note matures in September 2023. The Company had the same note payable relating to the purchase of a Company vehicles as of April 30, 2020. The balance outstanding under the note payable was $40,474 on April 30, 2020, and $48,549 on December 31, 2019.

F-12

The Company’s future minimum principal payments related to the vehicle as of April 30, 2021, are as follows:

2021	$	12,889
2022		12,889
2023		1,846
	$	27,624

Other Notes Payable

On May 8, 2020, the Company received $100,344 from the Paycheck Protection Program. This PPP loan has a two-year term and bears interest at a rate of 1% per annum and does not require collateral. The loan was fully forgiven in November of 2020 by the SBA and a gain on extinguishment of debt of $100,344 was recorded within other income on the accompanying consolidated statements of operations.

On February 01, 2021, the Company received $50,000 from an investor and in turn issued a promissory note with an 8% interest rate, with collateral of 8 drag slat application units, and is to be paid in full by February 28, 2022. During the year ended April 30, 2021, the Company had paid $666 in interest for this note.

On February 11, 2021, WSC received $40,625 from the Paycheck Protection Program. The PPP Loan has a five-year term and bears interest at a rate of 1% per annum and does not require collateral. Monthly principal and interest payments are deferred for ten months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. WSC has not yet applied for forgiveness but believes it will be forgiven.

On February 14, 2021, ICS received $48,510 from the Paycheck Protection Program. The PPP Loan has a five-year term and bears interest at a rate of 1% per annum and does not require collateral. Monthly principal and interest payments are deferred for ten months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. ICS has not yet applied for forgiveness but believes it will be forgiven.

On March 16, 2021, SPE received $15,657 from the Paycheck Protection Program. The PPP Loan has a five-year term and bears interest at a rate of 1% per annum and does not require collateral. Monthly principal and interest payments are deferred for ten months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. SPE has not yet applied for forgiveness but believes it will be forgiven.

On April 19, 2021, the Company received $50,000 from an investor and in turn issued a promissory note with an 8% interest rate to reduce debt. This note does not require collateral and is to be paid in full by May 19, 2022.

4. ACCRUED EXPENSES

Accrued expenses, consisting of accrued salaries for officers and executive management, include the following balance on April 30, 2021 and 2020, and December 31, 2019:

	April 30, 2021		April 30, 2020		December 31, 2019
Accrued Compensation	$	934,104	$	469,004	$	237,000
Other Accrued Expenses		267,464		336,849		409,410
	$	1,201,568	$	805,853	$	646,410

F-13

5. INCOME TAXES

The Company elected C Corporation tax status upon inception in 2014. Net operating losses (“NOL”) totaled $14,873,076 as of April 30, 2021, and it may be carried forward to offset future taxable income. As future taxable income is uncertain, a full valuation allowance has been recorded and accordingly, no current provision for income tax has been recorded in the accompanying statements of operations. NOL carry-forward benefits begin to expire in 2035.

The following table summarizes the difference between the actual tax provision and the amounts obtained by applying the statutory tax rates to the income or loss before income taxes for the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019:

	April 30, 2021			April 30, 2020			December 31, 2019
Tax benefit calculated at statutory rate		21.00%			21.00%			21.00%
Expense not deductible		(0.07	)		(0.06	)		(0.15	)
Changes to valuation allowance		(20.93	)		(20.94	)		(20.85	)
Provision for income taxes		0%			0%			0%

A deferred tax liability or asset is determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. Deferred tax expense or benefit in the accompanying consolidated statements of operations are the result of changes in the assets and liabilities for deferred taxes. The measurement of deferred tax assets is reduced, if necessary, by the amount for any tax benefits that, based on available evidence, are not expected to be realized. Income tax expense is the current tax payable or refundable for the year plus or minus the net change in the deferred tax assets and liabilities. Deferred income taxes of the Company arise from the temporary differences between financial statement and income tax recognition of NOL carry-forwards.

The deferred tax assets and liabilities in the accompanying consolidated balance sheets include the following components:

	April 30, 2021			April 30, 2020			December 31, 2019
Net non-current deferred tax assets (liabilities):
Net operating loss carry-forward	$	3,123,346		$	2,739,937		$	2,418,457
Fixed assets		(40,325	)		13,929			23,147
Intangible assets		8,518			(9,293	)		(10,067	)
Net		3,074,502			2,744,573			2,431,537
Less valuation allowance		(3,074,502	)		(2,744,573	)		(2,431,537	)
Net deferred taxes	$	–		$	–		$	–

6. COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS

Impact of COVID-19

Continued impacts of the pandemic have had a material adverse impact on our revenues, earnings, liquidity, and cash flows, and may require additional actions in response, including, but not limited to, employee layoffs, reduced production, or further expense reductions, all in an effort to mitigate such impacts. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the spread of the outbreak within the U.S., and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted. This situation is rapidly changing and additional impacts to the business may arise that we are not aware of currently. While the disruption is currently expected to be temporary, there is uncertainty around the duration. The ultimate impact of the pandemic on the Company’s results of operations, financial position, liquidity, or capital resources cannot be reasonably estimated at this time.

F-14

Leases

The Company adopted the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) ASU 2016-02, Leases on January 1, 2019, on a modified retrospective basis. The initial adoption of the standard recognized right-of-use assets of $493,832 and lease liabilities of $498,361 on the Company’s consolidated balance sheet with no impact on the Company's results of operations. The Company elected the hindsight practical expedient and the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs for all leases.

As of April 30, 2021, the weighted average remaining lease term and weighted average discount rate for financing leases was 2 years and 4.03%, respectively. The Company's future financing lease obligations that have not yet commenced are immaterial. For the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019, the Company's cash paid for financing leases was $132,028, $40,757, and $77,618, and short-term lease costs were $0, $0, and $82,579, respectively. The Company incurred $151,163 and $32,925 for amortization and interest expenses during the year ended April 30, 2021. The Company incurred $46,982 and $10,736 for amortization and interest expenses for the transition period ended April 30, 2020, and incurred $151,504 and $8,357 for amortization and interest expenses for the year ended December 31, 2019.

The Company’s undiscounted annual future minimum lease payments as of April 30, 2021, consist of:

2022	$	170,583
2023		89,925
2024		14,916
2025		14,134
Total lease payments		289,558
Interest		(18,339	)
Present value of lease liabilities	$	271,219

Concentrations

For the year ended April 30, 2021, the Company had two customers that represented 13% and 24% of total sales.

For the transition period ended April 30, 2020, the Company had one customer that represented 12% of total sales.

For the year ended December 31, 2019, the Company had two customers that represented 19% and 14% of total sales.

As of April 30, 2021, the Company had two customers that accounted for 13% and 24%, respectively of accounts receivable. As of April 30, 2020, the Company had two customers that accounted for 30% and 11%, respectively of accounts receivable. As of December 31, 2019, the Company had three customers that accounted for 38%, 22%, and 15% of accounts receivable. The loss of these customers could have a material adverse effect on the Company.

F-15

7. STOCKHOLDERS’ EQUITY

Common Stock

As of April 30, 2021, and 2020, and December 31, 2019, the authorized share capital of the Company consisted of 75,000,000 shares of common stock with $0.0001 par value. No other classes of stock are authorized.

Warrants

On March 31, 2017, the Company issued 600,000 warrants at an exercise price of $.50 for services provided to a consultant. The warrants expire on March 31, 2024. The fair value of these warrants upon issuance was $302.

There were 260,000 warrants exercised during the year ended December 31, 2019, at $.50 per share for a total cash amount of $130,000.

As of April 30, 2021, and 2020, December 31, 2019, there were 82,668 common stock warrants outstanding, respectively, with an exercise price of $0.50.

Period

Beg. Balance

Issued

Exercised

Expired

End. Balance

Q1 2019

342,668

–

342,668

Q2 2019

342,668

–

70,000

–

272,668

Q3 2019

272,668

–

190,000

–

82,668

Q4 2019

82,668

–

82,668

April 30, 2020

82,668

–

82,668

April 30, 2021

82,668

–

82,668

Stock option plan

Effective February 1, 2017, the Company established the 2016 Stock Option Plan (the “Plan”). The Board of Directors of the Company has the authority and discretion to grant stock options. The maximum number of shares of stock that may be issued pursuant to the exercise of options under the Plan is 10,000,000. Eligible individuals include any employee or director of the Company and any consultant providing services to the Company. The expiration date and exercise price for each stock option grant are as established by the Board of Directors of the Company. No option may be issued under the Plan after February 1, 2027. On March 18, 2018, the Plan was amended to increase the maximum number of shares of stock that may be issued to 5,000,000. On July 10, 2018, the Plan was amended to increase the maximum number of shares of stock that may be issued to 5,500,000. In November of 2019, the Plan was further amended to increase the shares of stock that may be issued to 10,000,000.

During Fiscal 2021, the Company issued 20,000 shares of common stock upon the cashless exercise of 50,000 stock options.

Stock option activity for the year ended April 30, 2021, is summarized as follows:

	Shares Under Option			Price Per Share		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life

Outstanding - beginning of year		7,309,750		$	0.00 - 1.50	$	1.18		113 months
Granted		–			–		–
Exercised		(50,000	)		0.02		1.50
Canceled or expired		–			–		–
Outstanding - end of year		7,289,750		$	0.00 - 1.50	$	1.11		95 months

Exercisable - end of year		6,259,750				$	0.92		83 months

F-16

Stock option activity during the transition period ended April 30, 2020, is summarized as follows:

Shares Under Option

Price Per Share

Weighted Average Exercise Price

Weighted Average Remaining

Contractual Life

Outstanding - beginning of period

7,309,750

0.00 - 1.50

1.18

117 months

Granted

–

Exercised

–

Canceled or expired

–

Outstanding - end of period

7,309,750

0.00 - 1.50

1.18

113 months

Exercisable - end of period

6,469,750

0.91

95 months

Stock option activity during the year ended December 31, 2019, is summarized as follows:

	Shares Under Option			Price Per Share		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life

Outstanding - beginning of year		5,059,750		$	0.00 - 1.50	$	0.39		104 months
Granted		2,300,000			1.50	$	1.50
Exercised		(50,000	)		0.01	$	0.01
Canceled or expired		–			–		–
Outstanding - end of year		7,309,750		$	0.00 - 1.50	$	1.18		117 months

Exercisable - end of year		6,366,417				$	0.91		99 months

The fair value of each option grant is calculated using the following assumptions:

April 30,
2021

April 30,
2020

December 31,
2019

Expected life – years

3.25 – 5

Interest rate

1.60-2.56%

Volatility

71.70%

Dividend yield

–%

Aggregate intrinsic value for all options outstanding as of April 30, 2021, and 2020, and December 31, 2019, respectively, was $2,831,303, $2,339,120, and $2,339,120. Aggregate intrinsic value for all options exercisable as of April 30, 2021, April 30, 2020, and December 31, 2019, respectively, was $3,781,455, $3,817,152, and $3,756,186.

Total share-based compensation expense (including stock grants) included in salaries and wages was $178,212 and $79,001 for the year ended April 30, 2021, the transition period ended April 30, 2020, respectively, and the year ended December 31, 2019, was $1,650,145. Unamortized share-based compensation expense as of April 30, 2021, amounted to $282,169, which is expected to be recognized over the next 19 months.

F-17

8. RELATED PARTY TRANSACTIONS

Throughout the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019, the Company incurred consulting fees of $468,933, $217,000, and $299,710, respectively, to three current shareholders. The unpaid balance due was $160,696, $176,000, and $80,000 as of April 30, 2021, April 30, 2020, and December 31, 2019, respectively, and is included in accounts payable in the accompanying consolidated balance sheets.

The Company has a consulting agreement with an entity owned by an officer of the Company. During the year ended April 30, 2021, the Company paid this entity $8,000 and owes $72,000 to the same entity. During the four-month transition period April 30, 2020, and December 31, 2019, the Company paid $24,000 and $75,262 to the same entity.

The Company is in effect a sales representative of CBI pursuant to the Exclusive Patent License Agreement between the Company and CBI. CBI and the Company are companies under the common control of E. Thomas Layton, the Company’s chairman and chief executive officer. There are no other transactions or contracts between CBI and the Company other than those discussed in this report. During the year ended April 30, 2021, the transition period April 30, 2020, and the year ended December 31,2019 the Company incurred $2,015, $590, and $3,307 license fees for those sales to CBI. At the year ended April 30, 2021, the Company owed $1,670 which is reported in accounts payable on the consolidated balance sheet.

One separate related party is allowing the Company to rent vehicles for a monthly fee of $1,650 and $2,957. For the year ended April 30, 2021, the Company paid a total of $19,393 and $35,484 for those vehicles. For the transition period ended April 30, 2020, the Company paid a total of $17,991 and $30,695 for those same vehicles.

During the year ended April 30, 2021, the Company has received $80,255 in advances from the CEO for working capital. During the transition period ended April 30, 2020, the Company had outstanding payables to the CEO of $208,756 and $85,608 respectively.

9. SUBSEQUENT EVENTS

As of April 30, 2021, Robert Moreland resigned as President of Industrial Chem Solutions, Inc.

In May of 2021, the Company received $75,000 and in exchange therefor, issued a promissory note to be paid back in October 2021 with an 8% interest rate due monthly.

Effective May 1, 2021, Mr. Layton and Mr. Williams entered into revised employment agreements with the Company, providing for monthly compensation of $6,346 ($165,000 per year) for Mr. Layton and $5,679 ($150,000 per year) for Mr. Williams.

In June 2021, the Company received $52,000 and in exchange therefor, issued a promissory note to be paid back in October 2021 with an 8% interest rate due monthly.

As of June 7, 2021, the Company appointed Walton Anderson Ashwander, Jr. as President of the Company. He will be awarded a stock option grant of 500,000 shares.

As of June 28, 2021, the Company entered into a Marketing Partnership Agreement with Blackstone Marketing Group for the sales and marketing of SpectraKill disinfectants.

On July 23^rd, three investors paid $200,000 in total for 400,000 shares of Company common stock.

On August 1^st, the Company leased a regional facility at 371 Hostdale Road #1-#2, Dothan, AL 36303. The landlord is a related party to Walton Ashwander Jr.

On September 6, 2021, Walton Anderson Ashwander, Jr. was appointed to the Board of Directors of the Company.

F-18

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

Item 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates, and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Its chief executive officer assessed the effectiveness of its internal control over financial reporting as of April 30, 2021. In making this assessment, its management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control Integrated Framework. Its chief executive officer reviewed the results of his assessment with its board of directors. In 2021, the chief executive officer had determined that the internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of, financial statements for external purposes in accordance with US generally accepted accounting principles.

Based on its evaluation under this framework in 2021, management concluded that its internal control over financial reporting was not effective due to the factors stated below.

Insufficient Resources: The Company has inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting to be able to have appropriately designed and operating entity level controls including risk assessment; information and communication; monitoring; and financial reporting.

Inadequate Segregation of Duties: The Company has inadequate number of personnel to properly segregate duties to implement control procedures.

Lack of Audit Committee and Outside Directors on the Company’s Board of Directors: The Company does not have a functioning audit committee or outside directors on its board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

This annual report does not include an attestation report of its Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

During the year covered by this report, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. OTHER INFORMATION

None.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Directors and Executive Officers

Set forth below is certain information regarding each person who served as an officer or director at any time during fiscal year ended April 30, 2021.

Name	Age	Positions with the Company
E. Thomas Layton	85	Chairman of the Board, Chief Executive Officer
Paul O. Williams	65	Vice Chairman, Chief Financial Officer, and President
Jeannine M. Dupuis	77	Vice President of Marketing Services
Michael S. Preston	61	Vice President Corporate Compliance and Organization
Dean Hamada	62	Vice President of Business Development Hawaii

E. Thomas Layton, 85, has been Chairman, CEO of the Company since September 2015. From January 2014 until May of 2018, he also served as the Company’s Chief Financial Officer and Chief Accounting Officer. From January 2014 until September 2015, he was the senior advisor to KT Chemicals, Inc. From 2013, he was CEO and is currently the Chairman of CBI Polymers, Inc., and for nine months in 2012 he was Acting CEO of LAXAIOSR, a clinical research organization. From 1998 until 2014 he was also an independent consultant to a variety of companies. From 1998 until 2009 most of his consulting clients were in the chemical industry, although beginning in 2009 and continuing through 2010, 2011 and 2012 he was consulting primarily to real estate related businesses including hotels and commercial developments, assisting them with restructuring and refinancing. In the course of this work, he also served as a court authorized debtor-in-possession manager, shepherding real property projects through Chapter 11 Bankruptcy. From 1994 to 1998 he was CEO of Deepwater Iodide (now Deepwater Chemicals), and from 1976 to 1990 he was CEO of Bishopric, Inc., a construction engineering, and manufacturing business which he grew from sales of $9 million to $122 million. Prior to that he managed the worldwide chemical business of G.D. Searle, and prior to that he worked in positions of increasing responsibility at Mallinckrodt Chemical, ultimately reporting directly to the Chairman of the Board. He holds an AB Degree from Central Methodist College with a major in Chemistry. Mr. Layton is CEO and a Director of the Company because of his long and successful history in sales and management, especially in the chemical industry.

Mr. Layton’s specific experience, qualifications, attributes, or skills that led to the conclusion that he should serve as a director for the Company:

Has served as CEO and Chairman of the Company since September 2015

A seasoned manager

Executive Officer

Paul O. Williams, 65, has been the Vice Chairman, President and Chief Financial Officer since May 18, 2018.

Mr. Williams graduated from Austin College in Sherman, Texas is 1978 and the Institute for Organization Management in Washington, DC in 1982. Since 2007, Mr. Williams has served as Chief Executive Officer of Bison Financial Group, Inc. in Plano, Texas, a corporate financial advisory and business development firm serving middle market growth companies. Mr. Williams personally provides corporate financial advisory and business development consulting services.

In addition, Mr. Williams also serves as an officer and director of two other public companies. Mr. Williams currently serves as Vice Chairman of the Board, Chief Financial Officer, and Treasurer of Financial Gravity Companies, Inc. (OTCQB: FGCO) in Austin, Texas since 2015. Mr. Williams also currently serves as Chairman of the Board & Chief Financial Officer of Curtis Mathes Corp. (OTC: CMEZ) in Frisco, Texas since 2017.

Mr. Williams also serves as Vice Chairman of the Board of Dynamic Chemical Solutions, Inc. in Frisco, Texas since 2016.

Mr. Williams served five years on the Board of the Texas Economic Development Council in Austin. He is a past Chairman of the Board of the Frisco Chamber of Commerce and recently completed his 12th year on their Board of Directors. He is also a recipient of the CFO of the Year award for North Texas by the Dallas Business Journal.

The breadth of Mr. Williams’ entrepreneurial and financial services experience led the Board of Directors to the conclusion that he is qualified to serve as a director for the Company. Mr. Williams’ specific experience qualifications, attributes or skills that led to the conclusion that he should serve as a director for the Company:

Over 42 years of business experience, primarily in capital markets and mergers & acquisitions.

Chief Executive Officer of Bison Financial Group, Inc., a corporate financial advisory and business development firm serving middle market growth companies.

Has served as both an officer and director of other public companies.

Executive Officer, Significant Subsidiary

Jeannine M. Dupuis, 77, has been the Vice President of Marketing Services for the Company since February 2019. In this role, Ms. Dupuis is responsible for establishing and maintaining business systems, including communications with all of the Company’s customers and vendors, as well as the toll blending partners that are the core of ICS’s Regional Service Centers.

Ms. Dupuis’ successful business career has included owning and operating vocational schools and twenty-five years of service in management roles with JC Penney’s Financial Division and with the Aegon Insurance Company, which was the successor to the JC Penney’s Insurance business unit. With JC Penney and Aegon, Ms. Dupuis’ responsibilities included managing teams that were responsible for new product and business systems development and in auditing of marketing partners’ compliance with the broad range of insurance industry regulations.

Michael S. Preston, 61, Joined the Company in December of 2017 as a consultant to the Chairman and Chief Executive Officer. He was elected a Vice President of the Company and continues to serve as a Senior Executive Officer, working closely with the Shareholders, Board of Directors, vendors, and customers.

Dean Hamada, 62, Vice President of Business Development for Worldwide Specialty Chemicals, Inc. in Hawaii. Mr. Hamada has over 35 years of business experience in helping companies with their financing, corporate negotiations, sales, business development, customer relations and investor relations, and investments/construction/management and consulting of commercial real estate for clients and personal interests.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires officers, directors and persons who beneficially own more than 10% of a class of its equity securities registered under the Exchange Act to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Mr. Layton did not meet his Form 3 filing responsibilities in a timely manner but did file his Form 3 on April 14, 2017. The Company has notified all known beneficial owners of more than 10% of its common stock of their requirement to file ownership reports with the Securities and Exchange Commission.

Delinquent Section 16(a) Report

E. Thomas Layton, CEO of the Company, failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the 2021 fiscal year. Mr. Layton entered into --25 transactions that were not reported on a timely basis, via the filing of a Form 4 or Form 5. Mr. Layton will undertake to report each of such transactions on a Form 5 within 10 days following the date of filing of this annual report.

Code of Ethics

The Company has adopted a code of ethics that applies to its principal executive officer, principal financial officer, and persons performing similar functions. The code of ethics is filed is incorporated by reference.

No Committees of the Board of Directors

The Company does not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee, or any other committees of its Board of Directors. At present, its entire Board of Directors acts as its audit committee. The Company believes that the present members of its Board of Directors, taken as a whole, have sufficient knowledge and experience in financial affairs to effectively perform their duties.

Item 11. EXECUTIVE COMPENSATION.

Summary Compensation Table

The particulars of compensation paid to the following persons during the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019, are set out in the summary compensation table below:

The Company’s Chairman, Chief Executive Officer, Vice Chairman, President, Chief Financial Officer, Executive Vice President, Vice President of Corporate Compliance and Organization, and Vice President of Business Development Hawaii.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
E. Thomas Layton, CEO	2021	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
	2020	$	58,336	$	-0-	$	-0-	$	-0-	$	-0-	$	58,366
	2019	$	96,250	$	-0-	$	-0-	$	-0-		$16,000 (1)	$	112,250

Paul O. Williams, CFO and President	2021	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
	2020	$	52,750	$	-0-	$	-0-	$	-0-	$	-0-	$	52,750
	2019	$	81,250	$	-0-	$	-0-	$	-0-	$	-0-	$	81,250

Michael Preston, VP Corporate	2021	$	52,929	$	-0-	$	-0-	$	-0-	$	-0-	$	52,929
Compliance and Organization	2020	$	94,562	$	-0-	$	-0-	$	-0-	$	-0-	$	94,562
	2019	$	87,946	$	-0-	$	-0-	$	-0-	$	-0-	$	87,946

Dean Hamada, VP Business	2021	$	8,680	$	-0-	$	-0-	$	-0-	$	-0-	$	8,680
Development Hawaii	2020	$	96,430	$	-0-	$	-0-	$	-0-	$	-0-	$	96,430
	2019	$	125,250	$	-0-	$	-0-	$	-0-	$	-0-	$	125,250

____________________

(1) Other compensation consisted of $0 and $16,000 of medical reimbursements paid to Mr. Layton during 2020 and 2019, respectively.

Effective January 1, 2020, Mr. Layton entered into an employment agreement with the Company, providing for monthly compensation of $29,167 ($350,000 per year) plus a discretionary bonus premised upon Company performance, in consideration of his services as Chairman and Chief Executive Officer.

Effective January 1, 2020, Mr. Williams entered into an employment agreement with the Company, providing for monthly compensation of $25,000 ($300,000 per year) plus a discretionary bonus premised upon Company performance, in consideration of his services as Director, the Company’s Vice-Chairman, President, and the Chief Financial Officer.

On January 13, 2021, Mr. Layton and Mr. Williams waived the monthly compensation due to them for the period January 1, 2021 through April 30, 2021.

There are no other agreements in place or contemplated to provide additional compensation to any officer or director. The Company does not have retirement, pension, profit sharing, or insurance programs or other similar programs for the benefit of its officers and directors.

Summary Compensation

Except as described above, the Company has no employment agreements with any director or executive officer.

For the year ended April 30, 2021, and the transition period ended April 30, 2020, no outstanding stock options or other equity-based awards were repriced or otherwise materially modified. No stock appreciation rights have been granted to any director or executive officer and no director or executive officer exercised any stock options or stock appreciation rights. With the exception of the discretionary bonus contained in Mr. Layton’s and Mr. Williams’ agreement, there are no nonequity incentive plan agreements with any director or Named Executive Officer.

Outstanding Equity Awards at Fiscal Year-end

For the year ended April 30, 2021, and the transition period ended April 30, 2020, no outstanding stock options or other equity-based awards were repriced or otherwise materially modified. No stock appreciation rights have been granted to any director or executive officer and no director or executive officer exercised any stock options or stock appreciation rights. With the exception of the discretionary bonus contained in Mr. Layton’s and Mr. Williams’ employment agreements, there are no nonequity incentive plan agreements with any director or Named Executive Officer.

Director Compensation Table

During the year ended April 30, 2021, Mr. Layton was the Company’s Chairman and CEO. Paul O. Williams is a Director and the Company’s Vice-Chairman, President and Chief Financial Officer. None of the Company’s directors received compensation in their role as directors.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

Except as described above, there are no employment or other contracts or arrangements with officers or Directors. There are no compensation plans or arrangements, including payments to be made by us, with respect to its officers, Directors or consultants that would result from the resignation, retirement, or any other termination of service in respect of such Directors, officers, or consultants. There are no arrangements for Directors, officers, employees, or consultants that would result from a change in control.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of the Company’s common stock, as of April 30, 2021. The Company’s common stock is the only outstanding class of voting securities, and the following table sets forth the voting power resulting from such beneficial ownership, by

each stockholder known by the Company to be the beneficial owner of more than 5% of the Company’s outstanding common stock;

each director of the Company;

each executive officer of the Company; and

all directors and executive officers of the Company as a group.

Amount of Beneficial Ownership
Beneficial Owner ⁽¹⁾	Shares	Percentage of Shares
E. Thomas Layton, CEO, director (2)	3,618,750 (3)	11.1%

Paul O. Williams, CFO, director ⁽2)	3,900,000 (4)	12.3%

Ernest K. F. Lum Honolulu, Hawaii	4,710,618 (5)	15.0%

Karl M. Taft III Dallas, Texas	5,390,000 (6)	16.6%

Directors and executive officers as a group (two persons)	7,518,750 (2)	22.8%

____________________

⁽¹⁾	Except as noted below, each beneficial owner has sole voting and investment power with respect to all shares attributable to that owner.
⁽²⁾	The address for each such beneficial owner is 6136 Frisco Square Blvd., Suite 400, #237 Frisco, TX 75034.
⁽³⁾	Includes 1,300,000 shares of Common Stock issuable upon the exercise of stock options which are exercisable within 60 days. Also includes 100,000 shares of Common Stock issuable upon the exercise of stock options owned by Mr. Layton’s spouse and which are exercisable within 60 days. Ownership of such shares is attributed to Mr. Layton.
⁽⁴⁾	Includes 400,000 shares of Common Stock issuable upon the exercise of stock options which are exercisable within 60 days. Also includes 100,000 shares of Common Stock issuable upon the exercise of stock options owned by Mr. Williams’ spouse and which are exercisable within 60 days. Ownership of such shares is attributed to Mr. Williams.
⁽⁵⁾	Includes 300,000 shares of Common Stock issuable upon the exercise of stock options which are exercisable within 60 days.
⁽⁶⁾	Includes 1,020,000 shares of Common Stock owned by Mr. Taft’s spouse. Ownership of such shares is attributed to Mr. Taft. Also includes 400,000 shares of Common Stock issuable upon the exercise of stock options which are exercisable within 60 days.

Changes in Control

The Company is unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of the Company.

Securities authorized for issuance under equity compensation plans

As of the end of the most recently completed fiscal year, the Company has not adopted a compensation plan (including individual compensation arrangements) under which equity securities of the Company are authorized for issuance.

Transactions with Related Persons, Promoters and Certain Control Persons

Except as set forth below, none of the Company’s directors or officers, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to the Company’s shares, nor any relative or spouse of any of the foregoing persons, has had any material interest, direct or indirect, in any transaction to which the Company was a party, and in which the amount involved exceeds the lesser of (i) $120,000 or (ii) one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years.

Director Independence; Board Leadership Structure

For purposes of determining whether members of the Company’s Board of Directors are “independent,” the Company’s Board utilizes the standards set forth in the NASDAQ Stock Market Marketplace Rules. At present, the Company’s entire Board serves as its Audit, Compensation and Nominating Committees. E. Thomas Layton is not an “independent director” since he currently serves as Chief Executive Officer of the Company.

The Company’s Board of Directors is of the view that the current leadership structure is suitable for the Company at its present stage of development, and that the interests of the Company are best served by the combination of the roles of Chairman of the Board and Chief Executive Officer.

As a matter of regular practice, and as part of its oversight function, the Company’s Board of Directors undertakes a review of the significant risks in respect of the Company’s business. Such review is conducted in concert with outside professionals (including legal counsel) with expertise in substantive areas germane to the Company’s business. With the Company’s current governance structure, the Company’s Board of Directors and senior executives are, by and large, the same individuals, and consequently, there is not a significant division of oversight and operational responsibilities in managing the material risks facing the Company.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Fiscal Year 2021

The following information summarizes the fees billed by Whitley Penn LLP for professional services rendered for the fiscal year ended April 30, 2021.

Audit Fees. $88,995

Audit-Related Fees. None

Tax Fees. None

All Other Fees. None

Transition Period Year 2020

The following information summarizes the fees billed by Whitley Penn LLP for professional services rendered for the transition period ended April 30, 2020.

Audit Fees. $35,400

Audit-Related Fees. None

Tax Fees. None

All Other Fees. None

Fiscal Year 2019

The following information summarizes the fees billed by Whitley Penn LLP for professional services rendered for the fiscal year ended December 31, 2019.

Audit Fees. $45,532

Audit-Related Fees. None

Tax Fees. None

All Other Fees. None

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and financial statement schedules

(1) and (2) The financial statements and financial statement schedules required to be filed as part of this report are set forth in Item 8 of Part II of this report.

(3) Exhibits. See Item 15(b) below.

(b) Exhibits required by Item 601 of Regulation S-K

Exhibit Number	Description	Form	File Number	Exhibit Number	Filing Date	Filed with this 10-K
31.1	Sarbanes-Oxley Section 302(a) Certification of E. Thomas Layton					X
31.2	Sarbanes-Oxley Section 302(a) Certification of Paul O. Williams					X
32.1	Sarbanes-Oxley Section 906 Certification of E. Thomas Layton					X
32.2	Sarbanes-Oxley Section 906 Certification of Paul O. Williams
101	Interactive Data Files for Form 10-K for the year ended April 30, 2021.					X
101.INS	XBRL Instances Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	BRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Item 16. FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 30, 2021	By: /s/ E. Thomas Layton
	E. Thomas Layton
	Chairman, CEO
	(Principal Executive Officer)

	By: /s/ Paul O. Williams
	Paul O. Williams
	Vice Chairman, CFO
	(Principal Financial Officer)

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


Signature	Capacity	Date

/s/ E. Thomas Layton	Chairman, CEO,	September 30, 2021
E. Thomas Layton	(Principal Executive Officer)

/s/ Paul O. Williams	Vice Chairman, President, CFO	September 30, 2021
Paul O. Williams	(Principal Financial Officer)

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