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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED: ~~January~~ July 31, 2021

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

For the transition period from__________ to __________

COMMISSION FILE NUMBER: 000-~~55554~~56207

Lux Amber, Corp.

(Exact name of registrant as specified in its charter)

Nevada	98000-~~1414834~~55554	98-1414834
(State or other jurisdiction of	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)
incorporation or organization)	Identification No.)

~~145~~6136 ~~Rose~~Frisco ~~Lane,~~Square ~~Suite 102~~Blvd.

~~Frisco~~Suite 400, ~~TX 75036~~#237

~~Tel:~~Frisco, ~~(972)~~TX ~~214-9764~~75034

(Address ~~and telephone number~~ of ~~principal executive~~Principal ~~offices~~Executive Offices)

972-214-9764

(Issuer Telephone number)

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	LXAM	N/A

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

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

Indicate by check mark whether the registrant is a large ~~accelerated~~ 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.

Large accelerated filer ☐ Accelerated Filer ☐ Non-accelerated filer ☒☐ Smaller reporting company ☒ Emerging Growth Company ☐

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

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

The number of Registrant’s shares of common stock, $0.0001 ~~par~~ par value, outstanding as of ~~March~~November ~~18th~~18, 2021, was 31,111,658.

TABLE OF CONTENTS

			Page
PART I. FINANCIAL INFORMATION			3
	Item 1	Condensed Consolidated Financial Statements ~~(unaudited)~~	3
	Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	1918
	Item 4	Controls and Procedures	21
PART II. OTHER INFORMATION			2221
	Item 1	Legal Proceedings	2221
	Item 1A	Risk Factors	2221
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2221
	Item 3	Defaults Upon Senior Securities	2221
	Item 4	Mine Safety Disclosures	2221
	Item 5	Other Information	2221
	Item 6	Exhibits	2321
SIGNATURES			2422

PART 1 - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

LUX AMBER, CORP. AND SUBSIDIARIES

~~INTERIM~~ CONDENSED CONSOLIDATED BALANCE SHEETS

	January 31, 2021 (Unaudited)			April 30, 2020
	July 31, 2021
	(Unaudited)			April 30, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	–		$	~~49,185~~–
Accounts receivable – trade		39,274			106,876
Accounts receivable		189,768			112,982
Inventory		~~156~~151,~~618~~529			~~131~~137,~~205~~211
Prepaid expenses		2,000			82,~~711~~000
Other current assets		374,~~832~~550			~~770~~5,960
Total current assets		~~235~~347,~~724~~847			~~296~~258,~~747~~153
GOODWILL		2,294,~~952~~953			2,294,~~952~~953
OTHER INTANGIBLES		15,000			15,000
OTHER LONG-TERM ASSETS		3526,~~165~~965			~~12,700~~–
FIXED ASSETS
Furniture, fixtures, and office equipment		3639,~~385~~926			2636,~~191~~256
Vehicles and trailers		~~269~~284,~~062~~650			~~194~~284,~~140~~650
Equipment		~~625~~649,~~371~~910			~~608~~649,~~274~~910
Leasehold improvements		12,190			12,190
Assets in process		4517,~~402~~791			4414,~~551~~259
		988,410			885,345
TOTAL FIXED ASSETS		1,004,467			997,265
Accumulated depreciation		(~~430~~526,~~677~~350	)		(~~316~~484,~~086~~568	)
Fixed assets, net		~~557~~478,~~733~~117			~~569~~512,~~259~~697
RIGHT OF USE ASSETS		~~296~~295,~~618~~014			~~423~~272,~~815~~657
TOTAL ASSETS	$	3,~~435~~457,~~192~~896		$	3,~~612~~353,~~474~~460
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	~~461~~629,~~811~~441		$	~~288~~554,~~864~~588
Accrued expenses		1,~~260~~203,~~132~~423			~~805~~1,~~853~~201,568
Related party payables		60169,~~820~~110			85208,~~603~~756
Notes payable – current portion		12228,~~889~~664			~~762~~112,889
Right of use – current portion		172,498			190,262
Right of use liabilities – current portion		172,498			172,498
Total current liabilities		12,~~968~~403,~~150~~136			2,~~133~~250,~~471~~299
NON-CURRENT LIABILITIES
Notes payable		1811,~~731~~963			2714,~~585~~735
Right of use liabilities		~~137~~101,~~501~~187			~~236~~98,~~782~~761
TOTAL LIABILITIES		2,124,382			2,397,838
Paycheck Protection Program loans		104,752			104,752
COMMITMENTS AND CONTINGENCIES
TOTAL LIABILITIES		2,621,038			2,468,547
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value, 75,000,000 shares authorized: 31,091,658 issued and 29,441,708 issued		3,088			2,943
Common stock, $0.0001 par value, 75,000,000 shares authorized: 32,511,658 issued and outstanding shares as of July 31, 2021, and 31,111,658 issued and outstanding shares April 30, 2021		3,237			3,107
Additional paid-in capital		1516,~~705~~016,~~896~~786			1415,~~095~~750,~~093~~430
Accumulated deficit		(1415,~~398~~183,~~174~~165	)		(1214,~~884~~868,~~427~~624	)
Total Lux Amber Corp. stockholders' equity		1836,~~310,810~~858			1884,~~213,609~~913
Non-controlling interest		–			~~1,027~~–
TOTAL EQUITY		1836,~~310,810~~858			1884,~~214,636~~913
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,~~435~~457,~~192~~896		$	3,~~612~~353,~~474~~460

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

LUX AMBER, CORP. AND SUBSIDIARIES

~~INTERIM~~ CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months ended January 31, 2021			Three Months ended January 31, 2020			Nine Months ended January 31, 2021			Nine Months ended January 31, 2020
	For the Three Months Ended July 31, 2021			For the Three Months Ended July 31, 2020
Revenue	$	130,183		$	119,451		$	816,598		$	845,047
REVENUE	$	423,828		$	290,260
Cost of goods sold		108,695			351,288			534,149			868,689
COST OF GOODS SOLD		186,314			214,432
Gross profit (loss)		21,488			(231,837	)		282,449			(23,642	)
Gross profit		237,514			75,828
Product delivery expenses		103,629			113,794			404,895			252,230
OPERATING EXPENSES
General and administrative expenses		10,547			1,757,511			1,038,304			2,577,870
Product delivery		153,215			141,981
Selling expenses		34,695			31,547			70,450			114,220
General and administrative		336,158			492,329
Depreciation and amortization		39,624			40,893			114,591			93,807
Selling		7,102			19,491
Total operating expenses		188,495			1,943,745			1,628,240			3,038,127
Depreciation and amortization		41,620			37,284
Loss from operations		(167,007	)		(2,175,582	)		(1,345,791	)		(3,061,769	)
Total operating expenses		538,095			691,085
Other (income)/expenses:
OTHER (INCOME) EXPENSE
Interest income		–			(58	)		–			(208	)
Interest expense		8,858			3,308
Interest expense		29, 673			10,959			52,968			20,656
Other (income) expense		5,102			(57,956	)
Other (income)/expense		118,268			(8,110	)		114,988			7,700
Total other (income) expense		13,960			(54,648	)
Total other (income) expense		147,941			2,791			167,956			28,148
Net loss	$	(314,541	)	$	(560,609	)
Net loss	$	(314,948	)	$	(2,178,373	)	$	(1,513,747	)	$	(3,089,917	)
Basic and diluted loss per share	$	(0.01	)	$	(0.02	)
Less: net loss attributable to non-controlling interest		–			(256	)		–			(898	)
Weighted average shares - basic and diluted		30,389,570			29,592,296
Net loss attributable to Lux Amber Corp.	$	(314,948	)	$	(2,178,117	)	$	(1,513,747	)	$	(3,089,019	)
Loss per common share: Basic and Diluted	$	(0.01	)	$	(0.08	)	$	(0.05	)	$	(0.11	)
Weighted Average Number of Common Shares Outstanding: Basic and Diluted		30,958,663			28,053,167			30,389,570			28,053,167

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

LUX AMBER, CORP. AND SUBSIDIARIES

~~INTERIM~~ CONDENSED CONSOLIDATED STATEMENTS ~~CHANGES~~ CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

For the ~~Nine~~Three Months Ended ~~January~~July 31, 2021 and ~~January~~ July 31, 2020

	Number of Shares Issued and Outstanding			Common Stock Par Value Amount			Additional Paid-in Capital			Accumulated Deficit			Non-Controlling Interest			Total
	Number of Shares			Common Stock Par			Additional Paid-in			Accumulated			Non-Controlling			Total
Balance as of April 30, 2020		29,441,708		$	2,943		$	14,095,093		$	(12,884,427	)	$	1,027		$	1,214,636
	Issued and			Value Amount			Capital			Deficit			Interest
Common stock repurchased		(36,250	)		(5	)		(45,308	)		–			–			(45,313	)
	Outstanding
Notes payable with interest converted to common stock		1,686,467			150			1,507,265			–			–			1,507,415
Balance as of April 30, 2021		31,111,658		$	3,107		$	15,750,430		$	(14,868,624	)		–		$	884,913
Dissolution of PCNM		–			–			–			–			(1,027	)		(1,027	)
Options exercised (cashless)		–			60			(60	)		–						–
Share based compensation		–			–			133,659			–			–			133,659
Options exercised		–			40			3,960			–						4,000
Adjustment		(267	)		–			15,187									15,187
Common stock sold		–			30			149,970			–						150,000
Net loss		–			–			–			(1,513,747	)		–			(1,513,747	)
Stock based compensation		–			–			112,486			–						112,486
Balance as of January 31, 2021		31,091,658		$	3,088		$	15,705,896		$	(14,398,174	)	$	–		$	1,310,811
Net loss		–			–			–			(314,541	)		–			(314,541	)
Balance as of July 31, 2021		31,111,658		$	3,237		$	16,016,786		$	(15,183,165	)		–		$	836,858

	Number of Shares Issued and Outstanding			Common Stock Par Value Amount			Additional Paid-in Capital			Accumulated Deficit			Non-Controlling Interest			Total
Balance as of April 30, 2019		25,969,293		$	2,597		$	10,767,919		$	(8,461,391	)	$	(27,918	)	$	2,281,207
Balance as of April 30, 2020		29,441,708		$	2,943		$	14,095,093		$	(12,884,427	)	$	1,027		$	1,214,636
Warrants exercised		260,000			26			129,974			–			–			130,000
Common stock repurchased		(36,250	)		(5	)		(45,308	)		–			–			(45,313	)
Common stock issued for cash		437,332			43			655,955			–			–			655,998
Notes payable with interest converted		887,858			89			763,237			–			–			763,326
Notes payable converted to common stock		1,386,524			139			499,861			–			–			500,000
Dissolution of PCNM		–			–			–			1,118			(1,027	)		91
Common stock repurchased		–			(2	)		(22,392	)								(22,394	)
Share based compensation		–			–			44,553			–			–			44,553
Share based compensation		–			–			1,484,914			–			–			1,484,914
Net loss		–			–			–			(560,609	)		–			(560,609	)
Net loss		–			–			–			(3,089,019	)		(897	)		(3,089,917	)
Balance as of July 31, 2020		30,293,316		$	3,027		$	14,857,575		$	(13,443,918	)	$	–		$	1,416,684
Balance as of January 31, 2020		28,053,149		$	2,803		$	13,516,231		$	(11,550,410	)	$	(28,815	)	$	1,939,808

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

LUX AMBER, CORP. AND SUBSIDIARIES

~~INTERIM~~ CONDENSED CONSOLIDATED STATEMENTS OF ~~CHANGES~~CASH ~~IN STOCKHOLDERS’ EQUITY (DEFICIT) (continued)~~FLOWS

(Unaudited)

For the Three Months Ended January 31, 2021 and January 31, 2020


	For the Three Months Ended July 31, 2021			For the Three Months Ended July 31, 2020
Cash Flows from Operating Activities
Net loss	$	(314,541	)	$	(560,609	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		41,620			80,235
Share based compensation		112,486			44,553
Right of use interest		2,426			5,039
Change in current assets and current liabilities
Accounts receivable - trade		(76,786	)		(62,219	)
Inventory		(14,318	)		(21,801	)
Prepaid expenses and other current assets		(25,555	)		(2,020	)
Accounts payable and accrued expenses		63,030			151,103
Related party payables		(39,646	)		23,345
Net cash used in operating activities		(251,284	)		(349,374	)

Cash Flows from Investing Activities
Purchase of licenses		–			(5,000	)
Purchase of property and equipment		(7,040	)		(79,400	)
Net cash used in investing activities		(7,040	)		(84,400	)

Cash Flows from Financing Activities
Proceeds from convertible notes payable		–			525,500
Payments on notes payable		–			(4,435	)
Payments on right of use liabilities		(8,679	)		(35,170	)
Payments for repurchase of common stock		–			(45,313	)
Payments on promissory notes		(13,997	)		–
Proceeds from promissory notes		127,000			–
Proceeds from stock sales		150,000			–
Proceeds from the exercise of options		4,000			–
Net cash provided by financing activities		258,324			440,582

Net change in cash and cash equivalents		–			6,808

Cash at beginning of period		–			49,185

Cash at end of period	$	–		$	55,993

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest	$	7,859		$	10,568
Taxes	$	–		$	–
Noncash Financing Activities
Convertible notes and accrued interest converted to common stock	$	–		$	763,326
Common stock sold for note receivable	$	50,000		$	–

	Number of Shares Issued and Outstanding		Common Stock Par Value Amount		Additional Paid-in Capital		Accumulated Deficit			Non-Controlling Interest		Total
Balance as of October 31, 2020		30,944,742	$	3,073	$	15,477,714	$	(14,083,226	)	$	–	$	1,397,561
Notes payable with interest converted to common stock		146,916		15		183,629		–			–		183,644
Share based compensation				–		44,553		–			–		44,553
Net loss		–		–		–		(314,948	)		–		(314,948	)
Balance as of January 31, 2021		31,091,658	$	3,088	$	15,705,896	$	(14398,174		$	–	$	1310,811

	Number of Shares Issued and Outstanding		Common Stock Par Value Amount			Additional Paid-in Capital			Accumulated Deficit			Non-Controlling Interest			Total
Balance as of October 31, 2019		26,229,292	$	2,679		$	11,756,018		$	(9,372,293	)	$	(28,560	)	$	2,357,845
Notes payable converted to common stock		1,219,857		122			439,878			–			–			440,000
Common stock issued for cash		34,000		3			50,997			–			–			51,000
Common stock repurchased		–		(2	)		(22,392	)								(22,394	)
Share based compensation		–		–			1,291,730			–			–			1,291,730
Net loss		–		–			–			(2,178,117	)		(256	)		(2,178,373	)
Balance as of January 31, 2020		28,053,149	$	2,803		$	13,516,231		$	(11,550,410	)	$	(28,816	)	$	1,939,808

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

LUX AMBER, CORP. AND SUBSIDIARIES

~~INTERIM~~Notes ~~CONDENSED~~to Condensed ~~CONSOLIDATED~~Consolidated ~~STATEMENTS~~Financial ~~OF CASH FLOWS~~Statements

July 31, 2021

(Unaudited)

	For the Nine Months Ended January 31, 2021			For the Nine Months Ended January 31, 2020
Cash Flows from Operating Activities
Net loss	$	(1,513,747	)	$	(3,089,019	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		241,788			151,445
Loss on sale of assets		–			26,075
Share based compensation		133,659			1,484,914
Right of use interest		11,898			5,425
Accounts receivable - trade		67,602			31,218
Inventory		(25,413	)		63,030
Prepaid expenses		6,711			15,756
Other current assets		(37,062	)		(90,168	)
Accounts payable		172,947			–
Interest payable		–			123,046
Accrued expenses		476,001			(216,681	)
Due to related parties		(37,542	)		–
Net cash used in operating activities		(503,158	)		(1,495,857	)
Cash Flows from Investing Activities
Deposit paid		–			(12,400	)
Expenditures for property and equipment		(103,065	)		(170,032	)
Total cash used in investing activities		(103,065	)		(182,432	)
Cash Flows from Financing Activities
Proceeds from convertible notes payable		730,300			1,000,000
Payments on notes payable		(8,854	)		(8,081	)
Payments on right of use liabilities		(119,097	)		(86,496	)
Payments for the repurchase of common stock		(45,313	)		(22,394	)
Proceeds from the sale of common stock		–			655,998
Proceeds from the execution of warrants		–			130,000
Net cash provided by financing activities		557,036			1,669,027
Net change in cash and cash equivalents		(49,185	)		(9,262	)
Cash at beginning of period		49,185			251,454
Cash at end of period	$	–		$	242,192
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest	$	32,057		$	15,070
Taxes	$	–		$	–
Noncash Financing Activities
Convertible notes and accrued interest converted to common stock	$	(1,507,415	)	$	(500,000	)

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

LUX AMBER, CORP. AND SUBSIDIARIES

Notes to Interim Condensed Consolidated Financial Statements

January 31, 2021

(Unaudited)

NATURE OF BUSINESS

Lux Amber, Corp. (~~the~~ “~~Company~~LAC”), aformed ~~Nevada~~on January ~~corporation~~19, 2018, is an international specialty chemical company. Its ~~principal~~corporate ~~executive~~ offices are currently located at ~~145~~6136 ~~Rose~~Frisco ~~Lane,~~Square Blvd., Suite ~~102~~400, #237, Frisco, ~~Texas~~TX ~~75036~~75034. LAC’s corporate telephone number is 972-214-9764. LAC has a stock symbol of LXAM.

~~The~~LAC ~~Company~~ has three (3) wholly owned subsidiaries (collectively with LAC, the “Company”): Worldwide Specialty Chemicals, Inc. (“WSCI”), Industrial Chem Solutions, Inc. (“ICS”), ~~and~~ and Safeway Pest Elimination, LLC, (“SPE”)., ~~Each~~which ofwas ~~ICS~~formed July 16, 2018. LAC and ~~SPE~~its ~~serves~~subsidiaries serve as both ~~a producer~~ producers and ~~distributor~~distributors of environmentally safe, specialty chemicals. The Company ~~and~~formerly ~~its~~held ~~subsidiaries~~a ~~are~~49% ~~located~~interest atin ~~145~~PCNM ~~Rose Lane~~LLC, ~~Suite~~a ~~102,~~Service-Disabled Veteran ~~Frisco,~~owned TXsmall ~~75036~~business that sold the Company’s products to government agencies. PCNM was legally dissolved on July 31, 2020.

The ~~products sold by the~~ Company’s ~~and~~products ~~its subsidiaries~~ 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting ~~polices~~ polices consistently applied in the preparation of the accompanying consolidated financial statements in accordance with accounting ~~principles~~ principles generally accepted in the United States of America (“GAAP”) is as follows.

Basis of Consolidation

The consolidated financial statements include the accounts of ~~Worldwide Specialty Chemicals~~LAC, ~~Inc. (~~WSCI), ~~Industrial~~ICS, ~~Chem Solutions~~SPE, ~~Inc~~and PCNM. ~~(ICS),~~All significant intercompany accounts and ~~Safeway~~transactions ~~Pest~~have ~~Elimination, LLC~~been ~~(SPE)~~eliminated in consolidation.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial reporting and the instructions for Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they include all information and footnote disclosures necessary for a complete presentation of the financial position, results of operations, cash flows, and stockholder’s equity in conformity with GAAP. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

The unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s most recently filed Form 10-KT (as amended) as of and for the transitional period ended April 30, 2020 that was filed on August 18, 2020.

Operating results for the nine-months ended January 31, 2021, are not necessarily indicative of the results that can be expected for the year ending April 30, 2021.

Use of Estimates

The preparation of financial 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.

Fair Value of Financial Instruments

FASB ASC 825-10~~, Recognition~~ ~~and Measurement of Financial Assets and Financial Liabilities,~~ 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~~related party payables, notes payable, and Paycheck Protection Program loans. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management on ~~January~~July 31, 2021 and April 30, ~~2020~~2021. The carrying value of the financial instruments included in the Company’s consolidated financial statements approximated their fair values.

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~~ because of their short-term nature.

The carrying value of the notes payable approximates fair value as they bear market rates of interest.

Basic and Diluted Net Loss Per Share

Basic 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.

For the ~~nine~~three months ended ~~January~~July 31, 2021 and 2020, approximately 82,668 and 82,668 common stock warrants, respectively, and 6,~~569~~746,~~750~~418 and 6,~~433~~469,~~083~~750 common stock options, respectively, were not added to the diluted average shares because inclusion of such warrants and options would be antidilutive.

For the three months ended January 31, 2021 and 2020, approximately 82,668 and 82,668 common stock warrants, respectively, and 6,569,750 and 6,433,083 common stock options, respectively, were not added to the diluted average shares because inclusion of such warrants and options would be antidilutive.

Cash and Cash Equivalents

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.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts ~~receivable~~receivables are ~~trade receivables from product sales~~ 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 ~~January~~July 31, ~~2020~~2021 and April 30, ~~2020~~2021, the allowance for doubtful accounts was $0.

Revenue Recognition

OnRevenue ~~January~~is 1,measured ~~2018,~~as wethe ~~adopted~~amount ~~Accounting~~of consideration ~~Standards~~expected ~~Committee~~to ~~606~~be ~~(“ASC~~received ~~606”),~~in exchange for transferring goods or providing service. Revenue from ~~Contracts~~product sold is recognized when obligations with ~~Customers~~the customer are satisfied, which ~~provides~~generally ~~guidance~~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 ~~how~~the ~~revenue~~invoice, is allocated 100% to the sole performance obligation of product delivery. For the ~~with~~quarters ~~customers~~ended ~~should~~July be31, ~~recognized~~2021 and 2020, all revenue was from products sold.

~~Revenue~~Our issales ~~measured~~policies asdo ~~the~~not ~~amount~~provide offor ~~consideration~~general ~~expected~~rights toof bereturn, ~~received~~and inpayment ~~exchange~~is ~~for~~due ~~transferring~~net ~~goods~~of or15 ~~providing service~~days. ~~Revenue~~We ~~from~~do ~~product~~not ~~sold~~record isestimated ~~recognized~~reductions ~~when~~to ~~obligations with~~revenue ~~the~~for customer ~~are~~programs ~~satisfied,~~and ~~which~~incentive offerings ~~generally~~including ~~occurs~~pricing ~~with~~arrangements, ~~the~~promotions, ~~transfer~~and orother ~~delivery~~volume-based ofincentives ~~the~~at ~~product, signifying~~ the ~~point in~~ time ~~when~~ ~~the customer obtains control~~ of the ~~promised goods~~sale. ~~Our~~We ~~performance~~also ~~obligation~~do isnot ~~delivering the product to the customer;~~record ~~and~~estimated ~~therefore,~~reserves ~~the~~for ~~transaction price, which is stated on the invoice, is allocated 100% to the sole performance obligation of~~ product ~~delivery.~~ ~~Revenue~~returns ~~from~~and ~~service,~~credits ifat ~~applicable, would be recognized when~~ the ~~services are provided, or the customer receives the benefit, which is over~~ time. ~~For~~of ~~the~~sale ~~period ended January 31, 2021~~ and ~~2020,~~anticipated ~~all~~uncollectible ~~revenue was from products sold~~accounts.

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.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 after 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:

	January 31, 2021			April 30, 2020
Schedule of inventory
Finished goods	$	123,259		$	92,568
	July 31, 2021			April 30, 2021
Raw materials		50,649			55,927
Finished goods	$	140,711		$	93,203
Raw materials		28,108			61,298
Obsolescence		(17,290	)		(17,290	)
	$	156,618		$	131,205
Inventory, net	$	151,529		$	137,211

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 ~~expenses~~ 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 ~~excess~~difference ofbetween the enterprise value of/cash ~~the~~paid ~~purchase~~less ~~price~~the ~~and~~fair ~~related~~value ~~costs~~of ~~over~~all ~~the~~recognized ~~identifiable~~net ~~assets~~asset ~~from~~fair ~~business~~values ~~acquisitions.~~including ~~The~~identifiable ~~Company~~intangible ~~conducts~~asset ~~an annual~~values ~~impairment~~in ~~assessment,~~a atbusiness ~~the reporting unit level, of its recorded goodwill~~combination. The Company ~~assesses~~reviews ~~qualitative~~goodwill ~~factors~~for inimpairment ~~order to~~annually ~~determine~~during ~~whether~~the itfourth isquarter ~~more~~or ~~likely~~whenever ~~than~~events ~~not~~or ~~that~~changes in circumstances indicate the ~~fair~~carrying value of agoodwill ~~reporting~~may ~~unit~~not isbe ~~less than the carrying amount~~recoverable. The ~~qualitative factors~~Company ~~evaluated~~considered by the ~~Company~~current ~~include~~and ~~macro-~~expected future economic ~~conditions~~and ofmarket ~~the~~conditions ~~local~~surrounding ~~business~~COVID-19 ~~environment, overall financial performance,~~ and ~~other~~its ~~entity~~impact ~~specific~~on ~~factors~~the asreporting ~~deemed appropriate~~unit. ~~If,~~As ~~through~~a ~~this~~result ~~qualitative~~of ~~assessment,~~ the ~~conclusion~~certain isbusiness ~~made that it~~developments isand ~~more~~changes ~~likely~~in ~~than~~the ~~not that a reporting unit’~~Company's ~~fair~~long-term ~~value~~projections, isduring ~~less than~~ the ~~carrying~~fourth ~~amount,~~quarter ~~management~~of ~~determines~~fiscal if2021, the ~~reporting~~ ~~unit’s~~Company ~~carrying~~concluded ~~value~~a ~~exceeds~~triggering ~~its~~event had ~~fair~~occurred ~~value~~that ~~and~~required ~~records~~ an impairment ~~for~~assessment ~~such~~to ~~amounts~~be performed. ~~Management~~The ~~determined, by~~qualitative ~~assessing~~assessment ~~the~~thresholds ~~qualitative~~were ~~factors,~~not ~~that~~met. itThe isCompany ~~more~~calculated the ~~likely~~quantitative ~~than~~impairment ~~not~~test ~~that~~of using the implied fair market value ofusing ~~the~~market ~~reporting~~data ~~unit~~and isconcluded ~~greater~~there ~~than the~~was ~~carrying~~no ~~value~~goodwill impairment loss. ~~Management~~Based ~~does~~on ~~not~~annual ~~consider~~testing, the ~~value~~Company determined ofthat ~~goodwill~~there ~~recorded~~was ~~for~~no ~~ICS~~goodwill impairment in ~~the~~Fiscal ~~accompanying~~2021. ~~consolidated~~The ~~balance sheet~~Company tonoted beno ~~impaired~~triggering events as of ~~January~~July 31, 2021 ~~and April 30, 2020~~.

~~License Fee~~ 9

~~ICS~~The ~~pays~~Company ~~10%~~first evaluates qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the ~~net~~fair ~~selling~~value ~~price~~of tothe reporting unit ~~CBI~~is ~~Polymers~~less than its carrying amount, ~~Inc~~including goodwill., asIf aafter ~~mutually~~qualitatively ~~acceptable~~assessing ~~license~~the ~~fee.~~totality E.of ~~Thomas~~events ~~Layton~~or circumstances, ~~Chairman~~the ~~and~~Company determines ~~CEO~~that it is not more likely than not that the fair value of the ~~Company~~reporting unit is less than its carrying amount, then further testing is ~~also~~unnecessary. If after assessing the ~~Chairman~~totality of events or circumstances, the Company determines that it is more likely than ~~and~~not ~~CEO~~that ~~and~~the ~~controlling~~fair ~~shareholder~~value of ~~CBI~~the ~~Polymers~~reporting unit is less than its carrying amount, ~~Inc.~~the ~~See~~Company ~~discussion~~then estimates the fair value of ~~expenses~~the ~~incurred~~reporting unit atand ~~Note~~compares 7the 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~~ 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. ~~The Company estimates forfeitures to be 50% for options that vest over time.~~

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 ~~ASC~~Financial ~~Topic~~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 ~~January~~July 31, 2021 ~~and~~or April 30, 2020.

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.

11License Fee

ICS pays 10% of the net selling price of $9.50 a gallon to CBI Polymers, Inc., 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 quarters ended July 31, 2021 and 2020, the Company incurred $2,560 and $3,307 of license fees to CBI for those sales. As of July 31, 2021 and April 30, 2021, the Company owed $2,560 and $1,670 to CBI which is reported in accounts payable on the consolidated balance sheets.

Advertising Costs

The Company recognizes expenses for advertising costs as they are incurred. Advertising costs were $2,411 and $22,099 for the quarters ended July 31, 2021 and 2020.

Going Concern

The accompanying ~~consolidated~~ 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 $1415,~~398~~183,~~174~~165 ~~and $12,884,427~~ on ~~January~~July 31, 2021. ~~and~~The ~~April~~Company 30has a working capital deficit of $1,104,760 ~~2020~~as of July 31, ~~respectively~~2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the ~~date~~ date the financial statements are being issued. ~~As such~~Accordingly, the Company ~~will~~is ~~need~~arranging ~~to arrange~~ 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~~ 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. ~~In addition, the company is working to establish creditworthiness by establishing a line-of-credit and entering into a sale-lease back on certain assets.~~ 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~~Company recognizes the significant impact of additional financing, the ~~company~~Company is ana ~~emerging~~smaller ~~growth~~ 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 four-month period ended April 30, 2020 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.

2. ACCOUNTS RECEIVABLE

Accounts ~~receivables~~receivable relate to trade receivables from product sales made by the Company. Accounts ~~receivables~~receivable consist of the following onat ~~January~~July 31, 2021 and April 30, ~~2020~~2021:

	January 31, 2021		April 30, 2020
Schedule of accounts receivable
Trade receivables	$	39,274	$	106,876
	July 31, 2021		April 30, 2021
Trade receivables	$	189,768	$	112,982

1211

3. NOTES PAYABLE

Convertible Promissory Notes Payable

During the year ended April 30, ~~2020~~2021, the ~~Company~~ Company issued a fourth round of convertible debentures ~~worth~~in the principal amount of $~~750~~525,~~000~~500. The debentures ~~are~~were convertible into shares of the Company'’s common stock at the maturity date of ~~June~~September 15, 2020 and pay any unpaid interest at a rate of 8%. AsThe ~~of July 31, 2020, this round of~~ debentures ~~has~~ ~~been~~ were converted into ~~872~~611,~~093~~047 shares of common stock at a price of $0.86 per share and the accrued interest unpaid amount of $1316,~~326~~459 was converted into 1519,~~765~~138 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 ~~three-month~~year ~~period~~ended ~~ending~~April ~~July 31~~30, ~~2020~~2021, the Company issued ~~began offering~~ a fifth round of convertible debentures ~~worth~~in the principal amount of $1204,~~000,000~~800. ~~During~~The debentures were convertible into shares of the Company’s ~~first~~common ~~quarter~~stock ~~$551~~at the maturity date of January 15,~~300~~ ~~were issued~~2021 and pay any unpaid interest at a rate of 8%. This round of debentures was ~~has been~~ converted ~~into 641~~163,~~048~~890 shares of common stock at a price of $01.8625 per share and ~~the~~ accrued interest ~~unpaid amount~~ of $162,~~459~~074 was converted into 101,~~645~~660 shares of common stock at a price of $01.8625 per share.

During the three-month period ending October 31, 2020, the Company began offering a round of convertible debentures worth $1,000,000. During the period $20,000 were issued. This amount was converted into 16,000 shares of common stock at a price of $1.25 per share and the accrued interest unpaid amount of $430 was converted into 344 shares of common stock at a price of $1.25 per share on January 15th, 2021.

During the three-month period ending January 31, 2021, the Company continued offering a round of convertible debentures worth $1,000,000. During the three-month period ended January 31, 2021, $159,000 were issued. The debentures are 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%. As of January 31, 2021, this round of debentures was converted 127,200 shares of common stock at a price of $1.25 per share and accrued interest of $1,644 was converted into 1,316 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 ~~January~~July 31, 2021. The balance outstanding under the note payable was $3124,~~620~~852 as of ~~January~~ July 31, 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 vehicle as of April 30, ~~2020~~2021 with a balance outstanding of $40,474.

The Company’s future minimum principal payments as of ~~January~~July 31, 2021 are as follows:

2021	$	2,888
Schedule of future minimum debt payments
2022	$	158,~~285~~731
2023		1312,~~447~~889
	$	31,620
2024		3,232
Total future minimum payment	$	24,852

13Other Notes Payable

On May 8, 2020, the Company received $100,344 from the Paycheck Protection Program. This PPP loan has a two-year 2 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 during the year ended April 30, 2021.

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. A payment of $5,225 was made during the period ending July 31, 2021.

On February 11, 2021, WSC received $40,625 from the Paycheck Protection Program. The PPP Loan has a 5 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 5 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 5 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. No payments have been made at this time.

On May 10, 2021, the Company received $25,000 from an investor and in turn issued a promissory note with an 6% interest rate to reduce debt. This note does not require collateral and is to be paid in full by August 6, 2021. No payments have been made at this time.

On May 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. No payments have been made at this time.

On June 7, 2021, the Company received $26,000 from an investor and in turn issued a promissory note with an 6% interest rate to reduce debt. This note does not require collateral and is to be paid in full by August 7, 2021. No payments have been made at this time.

On June 7, 2021, the Company received $20,000 from another investor and in turn issued a promissory note with an 6% interest rate to reduce debt. This note does not require collateral and is to be paid in full by August 7, 2021. No payments have been made at this time.

4. ACCRUED EXPENSES

Accrued expenses ~~primarily~~, consisting of accrued salaries for officers and executive management, include the following balance onat ~~January~~July 31, 2021 and April 30, ~~2020~~2021:

	January 31, 2021		April 30, 2020
Schedule of accrued expenses
Accrued Compensation	$	933,362	$	469,004
	July 31, 2021		April 30, 2021
Other Accrued Expenses		326,770		336,849
Accrued Compensation	$	1,006,111	$	934,104
	$	1,260,132	$	805,853
Other Accrued Expenses		197,312		267,464
Accrued expenses	$	1,203,423	$	1,201,568

5. COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS

Leases

~~The~~As ~~Company~~of July ~~adopted~~31, 2021, the ~~Financial~~weighted ~~Accounting~~average ~~Standards~~remaining ~~Board~~lease ~~(“FASB”)~~term ~~issued~~and ~~Accounting~~weighted ~~Standards~~average ~~Updates~~discount ~~(“ASU”)~~rate ~~ASU~~for ~~2016-02, Leases~~financing onleases ~~January~~was 2.1, ~~2019~~years onand ~~a modified retrospective basis~~4.25%, respectively. The ~~initial~~Company's ~~adoption~~future offinancing ~~the~~lease ~~standard~~obligations ~~recognized~~that ~~right-of-use~~have ~~assets of $493,832~~not ~~and~~yet ~~lease~~commenced ~~liabilities~~are ofimmaterial. ~~$498,361~~For onthree ~~the~~months ~~Company’s~~ending ~~consolidated~~July ~~balance~~31, ~~sheet~~2021 ~~with~~and July no31, ~~impact~~2020, on the Company's ~~results~~ ofcash ~~operations.~~paid ~~The~~for ~~Company~~financing ~~elected~~leases ~~the~~was ~~hindsight~~$8,679 ~~practical expedient~~ and ~~the package of practical expedients to not reassess prior conclusions related to contracts containing leases~~$36,150, ~~lease classification~~ and ~~initial~~short-term ~~direct~~lease costs ~~for~~were ~~all~~$0 ~~leases~~and $0, respectively.

~~As of January 31, 2021, the weighted average remaining lease term and weighted average discount rate for financing leases was 2.2 years and 3.5%, respectively.~~ The Company'’s ~~future~~undiscounted ~~financing~~annual ~~lease obligations that have not yet commenced are immaterial. For nine months ending~~future ~~January~~minimum ~~31, 2021 and 2020, the Company's cash paid for financing leases was $119,097 and $42,202, and short-term~~ lease ~~costs~~payments ~~were $0~~as ~~and~~of ~~$4,464,~~July ~~respectively. For three months ending January~~ 31, 2021 ~~and~~consist ~~2020, the Company's cash paid for financing leases was $38,476 and $31,200, and short-term lease costs were $0 and $3,336, respectively.~~of:

The Company’s undiscounted annual future minimum lease payments as of January 31, 2021 consist of:


2022	$	129,955
2023		92,315
2024		16,811
2025		16,044
2026		13,993
Total lease payments		269,118
Interest		(12,385	)
Present value of lease liabilities	$	256,733

2021	$	43,828
2022		169,607
2023		88,298
2024		12,590
2025		10,884
Total lease payments		325,207
Interest		(15,208	)
Present value of lease liabilities	$	309,999

Concentrations

~~For~~As ~~the~~of ~~nine~~July ~~months ended January~~ 31, 2021, the Company had four customers which made up 6378% of the outstanding accounts receivable balance. For the ~~nine~~three months ended ~~January~~ July 31, 2020, the Company had ~~two~~three customers which made up 4541% of the outstanding accounts receivable balance.

For the ~~nine~~three months ended ~~January~~July 31, 2021, ~~the~~ the Company had ~~two~~three customers which made up 4560% of total revenues. For the ~~nine~~three months ended ~~January~~July 31, 2020, the Company had two customers which made up 41% of total revenues.

For the three months ended January 31, 2021, the Company had two customers which made up 48% of total revenues. For the three months ended January 31, 2019, the Company had two customers which made up 51% of total revenues.

6. STOCKHOLDERS’ EQUITY

Common Stock and Preferred Stock

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

Common Stock

~~During~~As ~~the~~of ~~nine~~July ~~months ended January~~ 31, 2021, ~~the~~and ~~Company has 36~~2020,~~250~~ ~~common~~the ~~shares~~authorized ~~repurchased at $1.25 per~~ share capital ~~for a total cash payment amount~~ of ~~$45,313 including interest. For~~ the ~~nine~~Company ~~months~~consisted ~~ended~~of ~~January 31~~75, ~~2020~~000,000 ~~the~~shares ~~Company~~of ~~repurchased~~ common stock, ~~though~~with ~~the~~$0.0001 ~~shares~~par ~~were~~value. ~~not~~No ~~returned, worth~~other ~~$22,394~~classes ~~including~~of ~~interest~~stock are authorized.

~~For~~During the ~~three~~period ~~months~~ ended ~~January~~July 31, 2021, the Company sold ~~had~~400,000 noshares ~~sale~~at ~~or repurchase of common stock~~$.50 ~~For~~per ~~the~~share ~~three~~for ~~months ended January 31~~$150,000 ~~2020,~~in ~~the~~cash ~~Company~~proceeds ~~repurchased common~~and ~~stock~~$50,000 ~~though~~in ~~the~~an ~~shares~~assigned ~~were~~note ~~not returned, worth $22,394 including interest~~receivable.

Warrants

~~During~~On ~~the~~March ~~nine months ended January~~ 31, ~~2021~~ ~~and 2020~~2017, ~~there~~the ~~were~~Company 0issued ~~and 260~~600,000 warrants ~~exercised~~ at an exercise price of $.50 ~~per~~for ~~share~~services ~~for~~provided to a ~~total~~consultant. ~~cash~~The ~~amount~~warrants ofexpire $0on ~~and~~March ~~$130~~31,~~000,~~ ~~respectively~~2024. The fair value of these warrants upon issuance was $302.

~~For~~There ~~the~~were ~~three~~260,000 ~~months~~warrants exercised during the year ended ~~January~~December 31, ~~2021~~ 2019, ~~the~~at ~~Company~~$.50 ~~had~~per noshare ~~sale~~for ora ~~repurchase~~total cash amount of ~~warrants~~$130,000.

As of ~~January~~April 3130, 2021, and 2020, ~~there were~~December 8231,~~668~~ 2019, ~~and~~there were 82,668 common stock warrants outstanding, respectively, with an exercise price of $0.50.

Period

Beg. Balance

Issued

Exercised

Expired

End. Balance

April 30, 2020

82,668

–

82,668

April 30, 2021

82,668

–

82,668

July 31, 2021

82,668

–

82,668

Stock option plan

OnEffective ~~the~~February ~~effective date of the March 23~~1, ~~2020~~ ~~merger transaction~~2017, the Company ~~assumed~~established the ~~all~~2016 ~~of WSCI’s rights and obligations under WSCI’s Second Amended~~ Stock Option Plan (the “Plan”)~~, as well as WSCI’s obligations under the stock options granted on or prior to March 23, 2020~~. 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~~ 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 the ~~nine~~three months ended ~~January~~July 31, 2021 and 2020, there were 0500,000 and ~~2,150,000~~0 common stock options granted. The options granted have an exercise price of $1.50 and 1,350,000 vested immediately. The remaining 800,000 vest over a four-year period with the first quarter vesting immediately and the balance vesting one quarter per year for three years.

1514

Stock option activity during the ~~nine-month~~ period ended ~~January~~ July 31, 2021 is summarized as follows:

	Shares Under Option			Price Per Share		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Schedule of option activity
Outstanding - beginning of period		7,309,750		$	0.00 - 1.50	$	1.18		113 months
	Shares Under Option			Price Per Share		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Granted		–		$	–	$	–		–
Outstanding - beginning of quarter		7,289,750			$0.00 - 1.50	$	1.11	95 months
Exercised		–		$	–	$	–		–
Granted		500,000			1.99		1.99	120 months
Canceled or expired		–		$	–	$	–		–
Exercised		(1,000,000	)		0-0.01		0-0.01	–
Outstanding - end of period		7,309,750		$	0.00 - 1.50	$	1.12		99 months
Canceled or expired		–			–		–	–
Exercisable - end of period		6,569,750				$	0.92		86 months
Outstanding - end of quarter		6,789,750			$0.00 - 1.99	$	1.32	96 months
Exercisable - end of quarter		6,746,418				$	1.15	87 months

Stock option activity during the ~~nine-month~~ period ended ~~January~~ July 31, 2020, is summarized as follows:

	Shares Under Option		Price Per Share		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding - beginning of period		5,386,418	$	0.00 - 1.50	$	0.79		98 months
Outstanding - beginning of quarter		7,309,750		$0.00 - 1.50	$	1.18		113 months
Granted		~~2,150,000~~–	$	~~1.50~~–	$	~~1.50~~–		–
Exercised		–	$	–	$	–		–
Canceled or expired		–	$	–	$	–		–
Outstanding - end of period		7,686,418	$	0.00 - 1.50	$	0.98		99 months
Outstanding - end of quarter		7,309,750		$0.00 - 1.50	$	1.15		109 months
Exercisable - end of period		6,433,083			$	1.16		125 months
Exercisable - end of quarter		6,469,750			$	0.91		92 months

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

	January 31, 2021		January 31, 2020
Expected life – years		NA		5
Interest rate		NA		1.78-2.03%
Volatility		NA		71.70%
Dividend yield		–%		–%

Total share-based compensation expense (including stock grants) included in salaries and wages was $133,659 and $1,484,914 for the nine months ended January 31, 2021 and 2020, respectively. Total share-based compensation expense (including stock grants) included in salaries and wages was $44,553 and $1,291,730 for the three months ended January 31, 2021 and 2020, respectively. Unamortized share-based compensation expense amounted to $326,722, which is expected to be recognized over the next 22 months as of January 31, 2021.

7. RELATED PARTY TRANSACTIONS

During the ~~nine~~three months ended ~~January~~July 31, 2021 and 2020, the Company incurred consulting fees of $~~214~~39,~~487~~000 and $~~276~~52,~~464~~675 to ~~five~~four separate entities owned by ~~five~~four current shareholders. An ~~additional $74,000 and $34,000 in consulting fees were incurred by the Company from an entity owned by the spouse of the CEO during the nine months ended January 31, 2021 and 2020, respectively.~~ The total related party consulting fees unpaid balance due was $6218,~~693~~000 and $3828,~~608~~550 as of ~~January~~July 31, 2021 and ~~2020~~April 30, 2021, respectively, and is included in accounts payable in the accompanying consolidated ~~financial~~balance ~~statements~~sheets.

~~During~~The ~~the~~Company ~~three~~is ~~months~~in ~~ended~~effect ~~January~~a ~~31,~~sales representative ~~2021~~of ~~and~~CBI ~~2020~~Polymers, Inc. pursuant to the Exclusive Patent License Agreement between the Company ~~incurred~~and ~~consulting~~CBI ~~fees~~Polymers. ofCBI ~~$62,693~~Polymers and ~~$37,495~~the toCompany are ~~four~~companies ~~separate~~under ~~entities~~the ~~owned~~common bycontrol ~~four~~of ~~current~~E. ~~shareholders~~Thomas Layton, the Company’s chairman and chief executive officer. There are no other ~~The~~transactions ~~total~~or ~~related~~contracts ~~party~~between ~~consulting~~CBI ~~fees~~Polymers ~~unpaid~~and ~~balance~~the ~~due~~Company other than those discussed in this report. There was $302,~~741~~560 and $241,~~272~~670 due to CBI Polymers as of ~~January~~July 31, 2021 and ~~2020~~April 30, ~~respectively~~2021, ~~and~~ ~~is included in accounts payable in the accompanying consolidated financial statements~~respectively.

~~The~~Two ~~Company~~separate isrelated inparties ~~effect~~are aallowing ~~sales representative~~the ofCompany ~~CBI Polymers, Inc. pursuant~~ to ~~the~~rent ~~Exclusive~~vehicles ~~Patent~~for ~~License~~a ~~Agreement~~monthly ~~between~~fee ~~the~~of ~~Company~~$1,650 and ~~CBI Polymers~~$1,243. ~~CBI~~For ~~Polymers and~~ the ~~Company~~three ~~are~~months ~~companies~~ended ~~under~~July ~~the~~31, ~~common control of E. Thomas Layton~~2021, the Company’s ~~chairman~~paid ~~and~~a ~~chief~~total ~~executive officer.~~of ~~There are no other transactions or contracts between CBI Polymers and the Company other than those discussed in this report. There was~~ $~~615~~4,950 and $03,729. ~~due~~For tothe ~~CBI~~three ~~Polymers~~months asended ofJuly ~~January~~ 31, ~~2021~~2020, ~~and~~the ~~April~~Company ~~30,~~paid ~~2020~~$4,950 ~~respectively~~for one vehicle.

In fiscal year April 2020, the Company received $35,000 from a related party, Maine Consultants, Inc. and in exchange therefor, issued a promissory note to Maine Consultants. On May 13, 2020, the promissory note was paid in full.15

Two separate related parties are allowing the Company to rent vehicles for a monthly fee of $1,650 and $2,957. During the three-month period ended January 31, 2021, the $2,957 lease payment was reduced to $957 for the remainder of the lease term. For the nine months ended January 31, 2021, the Company paid a total of $7,269 and $24,093. For the three months ended January 31, 2021, the Company paid a total of $4,622 and $11,010. For the three and nine-month periods ended January 31, 2020, the Company had not yet entered into these agreements, thus $0 and $0 was paid.

8. INCOME TAXES

For the ~~nine~~three-months ended ~~January~~July 31, 2021 and 2020, the effective tax rate of 0% varies from the U.S. federal statutory rate primarily due to net losses and the valuation allowance associated with the net operating loss carryforwards. The Company continually reviews the realizability of its deferred tax assets, including an analysis of factors such as future taxable income, reversal of existing taxable temporary differences, and tax planning strategies. The Company continues to record a full valuation allowance against its net deferred tax assets. The Company assessed whether a valuation allowance should be established against its deferred tax assets based on consideration of all available evidence, using a “more likely than not” standard. In assessing the need for a valuation allowance, the Company considered both positive and negative evidence related to the likelihood of realization of deferred tax assets. In making such assessment, more weight was given to evidence that could be objectively verified, including recent cumulative losses. Future sources of taxable income were also considered in determining the amount of the recorded valuation allowance. Based on the Company’s review of this evidence onat ~~January~~July 31, 2021, management determined that a full valuation allowance against all of the Company’s deferred tax assets onat ~~January~~July 31, 2021 was appropriate.

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~~ taxes for the ~~period~~quarters ending ~~January~~July 31, 2021 and 2020:

	January 31, 2021			January 31, 2020
Schedule of income tax reconciliation
	July 31, 2021			July 31, 2020
Tax benefit calculated at statutory rate		21.00%			21.00%
Expense not deductible		(0.0603	)		(0.0302	)
Changes to valuation allowance		(20.9497	)		(20.9798	)
Provision for income taxes		0%			0%

179. CORONA VIRUS

9During 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"). ~~VARIABLE~~The pandemic ~~INTEREST~~has ~~ENTITIES~~significantly impacted the 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 certain actions were taken. The actions include targeted reductions in discretionary operating expenses such as advertising and payroll expenses, reducing capital expenditures, and reducing travel for business development purposes. As of July 31, 2020, we have noticed an increase in monthly orders as businesses have reopened, coupled with the spring/summer construction season. We have begun to increase our associated expenses including business travel and development.

As of April 30, 2020, the Company owned 49% of the entity PCNM. As the Company was directly involved with the management of the entity, the Company considered itself to be the primary beneficiary, thus requiring consolidation. On June 15, 2020, PCNM was legally dissolved.

10. CORONA VIRUS

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 the 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 certain actions were taken. The actions include targeted reductions in discretionary operating expenses such as advertising and payroll expenses, reducing capital expenditures, and reducing travel for business development purposes. As of January 31, 2021, we have noticed a decrease in monthly orders as the spring/summer construction season has ended. We have begun to increase our associated expenses including business travel and development.

The Paycheck Protection Program (“PPP”) provides loans from the U.S. Small Business Administration (“SBA”) to help businesses keep their workforce employed during the Coronavirus (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. The loan was fully forgiven in November of 2020.

~~Continued~~On ~~impacts~~February ~~of the pandemic have had a material adverse impact on our revenues~~11, ~~earnings~~2021, ~~liquidity~~WSC ~~and~~received ~~cash flows~~$40, ~~and may require additional actions in response,~~625 ~~including,~~from ~~but~~the ~~not~~Paycheck ~~limited~~Protection ~~to, employee layoffs, reduced production, or further expense reductions, all in an effort to mitigate such impacts~~Program. The ~~extent~~PPP ofLoan ~~the~~has ~~impact~~a of5 ~~the~~five-year ~~pandemic~~term ~~on our business~~ and ~~financial~~bears ~~results~~interest ~~will~~at ~~depend~~a ~~largely~~rate onof ~~future developments,~~1% ~~including~~per ~~the~~annum ~~duration~~and ofdoes ~~the~~not ~~spread~~require ~~of the outbreak within the U~~collateral.~~S.,~~ ~~and~~Monthly ~~the~~principal ~~related /impact on consumer confidence~~ and ~~spending, all~~interest ofpayments ~~which~~ are ~~highly~~deferred ~~uncertain~~for ~~and~~ten ~~cannot~~months beafter ~~predicted. This situation is rapidly changing and additional impacts to~~ the ~~business may~~date ~~arise that we are not aware~~ of ~~currently~~ disbursement. ~~While~~The ~~the~~PPP ~~disruption~~Loan ismay ~~currently expected to~~ be ~~temporary,~~prepaid ~~there~~at isany ~~uncertainty around~~time ~~the~~prior ~~duration.~~to ~~The~~maturity ~~ultimate~~with ~~impact~~no ofprepayment ~~the~~penalties. ~~pandemic~~WSC onhas ~~the~~not ~~Company’s~~yet ~~results~~applied ~~of operations, financial position, liquidity~~for orforgiveness ~~capital~~but ~~resources~~believes ~~cannot~~it will be ~~reasonably estimated at this time~~forgiven.

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.

11. SUBSEQUENT EVENTS

AsOn ofAugust ~~February~~ 1st, the Company leased a ~~has~~regional ~~received~~facility ~~$50,000~~at ~~from~~371 aHostdale ~~current~~Road ~~shareholder~~#1-#2, ~~with~~Dothan, ~~interest~~AL ~~due~~36303. asThe oflandlord ~~February~~is ~~28th~~a atrelated 8%party ~~interest~~to the President of the Company, Walton Ashwander.

AsOn ofSeptember ~~February 10th~~6, ~~the Company has received $15~~2021,~~000~~ ~~from~~Walton aAshwander ~~related~~was ~~party,~~appointed to ~~with~~the ~~interest~~Board ~~due~~of asDirectors of ~~April~~the ~~1st at 8% interest~~Company.

AsOn ofSeptember ~~February~~20, ~~18th~~2021, the Company ~~was~~ ~~approved~~issued ~~and has received $89~~60,~~135~~000 inshares ~~PPP2~~of ~~loans~~at ~~from~~$0.33 for ~~the SBA~~$20,000.

AsOn ofSeptember ~~February~~20, ~~26th~~2021, the Company ~~was~~ ~~party~~issued to300,000 ashares ~~promissory~~of ~~note~~at ~~with a related party~~ $0.33 for $5100,000. ~~The loan is part of a related party lease agreement for a new vehicle.~~

~~As of March 3rd, the Company has been approved, but has not received, $15,657 in PPP2 loans from the SBA.~~17

As of March 8th, a shareholder exercised stock options in a cashless transaction for 20,000 shares of stock.

Throughout the fourth quarter, the Company has received a total of $84,400 of promissory notes from a related party with various due dates and an 8% interest rate.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with its unaudited interim condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the ~~transitional~~fiscal ~~period~~year ended April 30, ~~2020~~2021.

FORWARD-LOOKING STATEMENTS

The discussion contained herein contains "forward-looking statements" that involve risk and uncertainties. These statements may be identified by the use of terminology such as "believes," "expects," "may," "should" or anticipates" or expressing this terminology negatively or similar expressions or by discussions of strategy. The cautionary statements made in this Form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-Q. The Company’s actual results could differ materially from those discussed in this report.

BUSINESS AND PLAN OF OPERATION

Lux Amber, Corp., based in Frisco, Texas, is an international specialty chemical company with many products that are friendly to the environment. The common description is “green chemicals.” The Company has degreed chemists on staff with years of successful experience in the specialty chemical industry. The term “specialty chemicals” is best defined by those chemicals whose formulas allow the chemical compounds to perform a specific function for a class of customers. The Company’s products have been used successfully in a diverse array of applications, including:

Chemicals to protect surfaces in asphalt handling equipment

Chemicals to control the reproduction of pests

Military Chemical, Biological, Radiological, Nuclear, and Explosives (CBRNE) sites

Commercial nuclear power plants and nuclear-powered ships

Hazardous toxic industrial chemical and toxic industrial material clean-up

The Company’s ~~currently~~corporate ~~operates~~telephone ~~from a 12,000~~number ~~square~~is ~~foot chemical production and distribution facility in Frisco, TX~~972-214-9764. Most of the chemical formulas are protected by patents or trade secrets. For certain specific markets, the Company provides customized applications systems that assure safe and proportioned product delivery. The Company’s ~~may~~stock ~~elect~~symbol tois ~~apply for patents on one or more of the application systems~~LXAM.

~~The~~LAC ~~Company’s~~has ~~principal~~three ~~executive~~(3) wholly owned subsidiaries (collectively ~~offices~~with ~~are~~LAC, ~~located~~the at“Company”): ~~145~~Worldwide ~~Rose~~Specialty ~~Lane~~Chemicals, ~~Suite~~Inc. ~~102~~(“WSC”), ~~Frisco~~Industrial Chem Solutions, TXInc. ~~75036~~(“ICS”), and Safeway Pest Elimination, LLC, (“SPE”), which was formed July 16, 2018. LAC and its subsidiaries serve as both producers and distributors of environmentally safe, specialty chemicals. The Company’s ~~corporate~~formerly ~~telephone~~held ~~number~~a is49% ~~972~~interest in PCNM LLC, a Service-~~214-9764.~~Disabled ~~The~~Veteran owned small business that sold the Company’s ~~stock~~products ~~symbol~~to isgovernment ~~LXAM~~agencies. PCNM was legally dissolved on July 31, 2020.

The Company’s ~~has~~products ~~three~~utilize ~~wholly~~all-natural and ~~owned~~renewable ~~subsidiaries: Worldwide~~resources, ~~Specialty~~contain ~~Chemicals~~no dangerous chemicals or additives, ~~Inc.~~and (offer “~~WSCI~~green”), ~~Industrial~~solutions ~~Chem~~to ~~Solutions,~~its ~~Inc~~customers. (“ICS~~”),~~’ product ~~and~~line ~~Safeway~~includes ~~Pest Elimination~~asphalt release agents, ~~LLC~~industrial ~~(“SPE”).~~cleaners, ~~Both~~environmental ~~ICS~~remediation ~~and~~gels, ~~SPE~~odor ~~serve~~control asagents, ~~both~~and aconsumer ~~producer~~friendly cleaners ~~and~~for ~~distributor~~a wide range of ~~environmentally~~uses, ~~safe~~including construction, ~~specialty chemicals.~~environmental ~~The~~remediation, ~~Company~~hazardous materials clean-up, nuclear decommissioning, industrial cleaning, and ~~its~~odor ~~subsidiaries~~control. ~~are~~SPE’s ~~located~~products atare ~~145~~designed ~~Rose~~for ~~Lane,~~the ~~Suite~~elimination ~~102,~~and ~~Frisco,~~control TXof ~~75036~~pests.

ICS’ 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 refines, packages and markets compound derived from natural sources that are formulated to eliminate and/or control pests.

LIQUIDITY AND CAPITAL RESOURCES

During the ~~nine~~three-month period ended ~~January~~ July 31, 2021, the primary sources of liquidity were cash flows from financing activities, and in particular, ~~convertible~~issuance ~~debentures~~of stock and promissory notes.

As of January 31, 2021, the Company had total assets of $3,435,192 consisting of $39,274 in receivables, $156,618 in inventory, $37,832 in other current assets, and other long-term assets of $35,165, goodwill of $2,294,952, other intangibles of $15,000, fixed assets of $557,733, and $296,618 in right of use assets. As of April 30, 2020, the Company had total assets of $3,612,474, consisting of current assets of $49,185 in cash, $106,876 in receivables, $131,205 in inventory, $9,481 in prepaid expenses and other current assets. The decrease in total assets of $177,282, was primarily due to the decreases in its cash of $49,185,receivables of $67,602, and amortization of right of use assets of $127,197 which were offset by an increase in inventory of $25,413 as a result of decreased customer demand due to slowing of construction in the winter months.18

As of ~~January~~July 31, 2021, the Company had total ~~liabilities~~assets of ~~totaling~~$3,457,896 consisting of current assets of $2347,~~124~~847,~~382~~ ~~including~~$189,768 in receivables, $1151,~~721~~529 in inventory,~~943~~ $6,550 in other current ~~payables~~ assets, and ~~accrued~~long-term ~~expenses,~~assets of $602,~~820~~309,953 in ~~related~~goodwill ~~party~~and ~~payables~~other intangibles, $31478,~~620~~117 in ~~notes~~fixed ~~payable~~assets, ~~and~~$76,965 on other long-term assets, and $~~309~~295,~~999~~014 in right of use ~~liabilities~~assets. As of April 30, ~~2020~~2021, the Company had total ~~liabilities~~assets ~~totaling $2,397,838~~of ~~including~~ $13,~~094~~353,~~717~~460, inconsisting ~~accounts~~of ~~payable~~current ~~and~~assets ~~accrued~~of ~~expenses,~~ $85112,~~603~~ 982 in ~~related party payables~~receivables, $~~762~~137,~~889~~211 in ~~notes payable~~inventory, ~~and~~ $~~454~~7,~~629~~960 in ~~right~~prepaid ofexpenses ~~use~~and ~~liabilities~~other current assets and long-term ~~liabilities~~assets. ~~The~~These ~~decrease~~gains in ~~liabilities~~current assets ofare ~~$165,321,~~due ~~was~~to ~~largely~~ the ~~result~~company’s sales increase of a45.87% ~~decrease~~over inthe ~~notes~~same ~~payable~~quarter of ~~$730~~the previous comparable period,~~000~~ ~~due~~which in turn lead to ~~debenture~~an ~~conversions~~increase ~~and~~in ~~right~~account ofreceivables. ~~use~~The ~~liabilities~~increase ofin ~~$117,045~~inventory ~~from scheduled~~is ~~payments,~~a ~~with~~result of the ~~remainder~~company ~~being~~preparing ~~offset~~for bya ancomparable increase in sales ~~operating~~of ~~expenses~~the succeeding quarter. The sales increase and the increase in ~~accounts~~the ~~payable~~gross profit allowed the company to obtain a higher percentage return on its current and ~~accrued~~long-term ~~expenses~~assets.

OnThe ~~January~~company 31has made additional acquisitions of products and assets. Since that acquisition has judicially added assets, ~~2021~~which combined, provide the ~~Company~~basic ~~had~~application ~~stockholders’~~equipment and rolling ~~equity~~stock ofto $1support revenues significantly larger than the revenues produced in May,~~310~~ June,~~810~~ and ~~$1,214,636~~July onof ~~April~~the 30previous year. In the current quarter, ~~2020~~those combined assets produced revenues which are forty-six [46] percent higher than the previous quarter. ~~The~~In ~~decrease~~June of 2021 the company’s ability to increase its revenue has been enhanced by the addition of a Corporate President who has a broad network within the industries that the company serves; therefore, it is ~~result~~the opinion of management that the ~~items~~rate ~~discussed~~of ~~above~~growth in revenues and ~~below~~margins from the asset base will be sustained.

The increase in total assets was primarily due to the increase in its account receivable and inventory as a result of slower customer pay times due to cash flow issues industry wide as a result of COVID-19 and a buildup of inventory to accommodate the increase in sales.

As of July 31, 2021, the Company had total liabilities totaling $2,621,038 including $1,832,863 in current payables and accrued expenses, $169,110 in related party payables, $240,627 notes payable, $104,752 in Paycheck protection program loans, and $273,685 in right of use liabilities. As of April 30, 2021, the Company had total liabilities totaling $2,468,547 including $1,756,156 in accounts payable and accrued expenses, $208,756 in related party payables, $127,624 in notes payable, and $271,259 in lease liabilities, and $104,752 in Paycheck protection program loans.

As July 31, 2021, the Company had an accumulated stockholders’ equity of $836,858 and $884,913 at April 30,2021. The increase is result of the items discussed below.

RESULTS OF OPERATIONS

Comparison of the three ~~and nine~~-month ~~periods~~ period ended July ~~January~~ 31, 2021 and ~~January~~July 31, 2020.

Revenues

For the ~~nine~~three-month period ended ~~January~~July 31, 2021, the Company had revenues of $~~816~~423,~~598~~828, and $~~845~~290,~~047~~260 for the same period in 2020. The ~~decrease in sales is primarily the result of the decrease in SPE’s sales by approximately $210,000 offset by an~~ increase in ~~ICS’s~~ sales of ~~approximately~~ $~~113~~133,~~500.~~568 ~~SPE~~is ~~was~~primarily ~~selling a proprietary product to a single customer. Due to a change in~~ the ~~marketing~~result ~~strategy~~ of ~~the~~1) ~~single~~expanded ~~customer,~~business with ~~that~~legacy ~~customer’s~~customers ~~requirement for the product was discontinued. From time-~~to~~-time~~ ~~there~~service ~~will~~additional beHot ~~other~~Mix ~~opportunities~~Asphalt ~~for~~Plants ~~the~~under ~~Company~~their toownership; ~~produce~~2) ~~custom~~increase ~~products~~in ~~for~~sales ~~specific~~price ~~customers,~~per ~~which~~unit; ~~may~~3) addition ~~not~~of ~~have~~new ~~continuing revenues from one financial period to another~~customers.

~~For~~Cost ~~the three-month period ended January 31, 2021, the Company had revenues~~ of ~~$130,183,~~Goods ~~and~~Sold ~~$119,451~~decreased ~~for~~as ~~the~~a ~~same~~percentage ~~period in 2020. The increase in sales is primarily the result~~ of ~~the decrease in SPE’s sales by approximately $55,440 offset by an increase in ICS’s~~ ~~sales~~revenues ofdue ~~approximately $30,000 and LAC’s sales of $14,800. SPE was selling a proprietary product~~ to a ~~single customer. Due to a~~ change in the ~~marketing~~mix ~~strategy~~ of ~~the~~products ~~single~~sold ~~customer,~~during ~~that customer’s requirement for~~ the ~~product~~ ~~was~~period ~~discontinued.~~and ~~From~~increases ~~time-to-time~~in ~~there~~the ~~will~~gross beselling ~~other~~prices ~~opportunities~~on ~~for~~all the ~~Company~~products tooffered by ~~produce~~the ~~custom~~company. ~~products~~The ~~for~~increase ~~specific customers,~~in ~~which~~selling ~~may~~prices ~~not~~ranged ~~have~~from ~~continuing~~thirty-five ~~revenues~~[35] ~~from~~percent to one ~~financial~~hundred ~~period~~[100] ~~to another~~percent.

Operating Expenses

For the ~~nine~~three-month period ended ~~January~~ July 31, 2021, the Company’s operating expenses totaled $1538,~~628~~095 which included $153,~~240~~215 in product delivery expenses, $336,158 in general and administrative expenses, $37,~~038~~102 in selling expenses and $41,~~127~~620 ~~for~~in depreciation of assets. For the ~~same~~three-month period inended July 31, 2020., the ~~The~~Company ~~decrease~~had of operating expenses that totaled $1691,~~409,887~~085 iswhich ~~primarily~~included ~~related~~$141,981 toin 1)product adelivery ~~decrease~~expenses, $492,329 in ~~stock~~general ~~compensation~~and administrative ~~expense;~~expenses, 2)$19, ~~lower~~491 in selling expenses; 3)and ~~offset~~$37, by284 ~~an increase~~ in ~~product delivery costs~~depreciation.

~~For~~The ~~the~~decrease ~~three-month~~is ~~period~~primarily ~~ended~~due ~~January 31,~~to ~~2021,~~1) ~~the~~Less ~~Company’s~~travel cost ~~operating~~due ~~expenses~~to ~~totaled~~more ~~$188,495,~~efficient ~~and~~use ~~$1,943,745~~of ~~for~~mobile ~~the~~assets; ~~same~~2) ~~period~~Shifting inthe ~~2020.~~cost ~~The~~burden ~~decrease~~ of ~~$1,755,250~~ isdelivery ~~primarily~~to ~~related~~the tocustomer; 13) aImproved ~~decrease~~cost inaccounting processes; ~~stock~~4) ~~compensation~~Improved ~~expense;~~purchasing 2)processes ~~lower~~by ~~selling~~sourcing ~~expenses~~raw 3)materials ~~offset~~from bymultiple anvendors ~~increase of~~and ~~product~~buying ~~delivery~~in ~~costs~~larger quantities.

GOING CONCERN

The accompanying consolidated financial ~~statements~~ statements are presented on a going concern basis. The Company's financial condition raises substantial doubt about the Company's ability to continue as a going concern. The Company has limited cash, its current liabilities exceed its current assets as of ~~January~~ July 31, 2021 and has incurred reoccurring losses from operations during the ~~nine~~three months ended ~~January~~July 31, 2021. The Company is relying on capital from investors to meet the majority of its operating expenses.

OFF-BALANCE SHEET ARRANGEMENTS

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.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, with the participation of its President and Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, its disclosure controls and procedures are not effective.

INTERNAL CONTROL OVER FINANCIAL REPORTING

As indicated in the Company’s Form 10-KT K filed on ~~August~~September 1830, ~~2020~~2021, the Company’s Principal Executive Officer and Principal Financial Officer concluded that its ~~internal~~ internal control over financial reporting was not effective during the ~~2020~~2021 fiscal year.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the period covered by this report, ~~there~~ there were ~~not~~no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably ~~likely~~ likely to materially affect, the Company’s internal control over financial reporting.

2120

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

There have been no material changes to the risks to the Company’s business from those described in its Annual Report on Form 10-KTK ~~(as amended)~~ for the ~~transitional~~fiscal ~~period~~year ended April 30, ~~2020~~2021, as filed with the SEC on ~~August~~September 1830, ~~2020~~2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

To assist the Company to obtain and preserve working capital to support its current operations the Company entered into the following transactions:

~~The~~On ~~Company’s~~July ~~third~~13, ~~round~~2021, ofthe ~~debentures was~~Company ~~converted~~sold ~~into 872~~200,~~093~~000 common shares ~~of common stock~~ at ~~a price of~~ $0.8650 per share ~~and~~for ~~the~~a ~~accrued~~total ~~interest~~cash ~~unpaid~~ amount of $13100,~~326 was converted into 15,765 shares of common stock at the same conversion rate~~000.

~~The~~On ~~Company’s~~July ~~fourth~~23, ~~round~~2021, ofthe ~~debentures was~~Company ~~converted~~sold ~~into 641~~100,~~048~~000 common shares ~~of common stock~~ at ~~a price of~~ $0.8650 per share ~~and~~for ~~the~~a ~~accrued~~total ~~interest~~cash ~~unpaid~~ amount of $1650,~~459 was converted into 10,645 shares of common stock at the same conversion rate~~000.

~~The~~On ~~Company’s~~July ~~fifth~~23, ~~round~~2021, ofthe ~~debentures was~~Company ~~converted~~sold ~~into 145~~100,~~600~~000 common shares ~~of common stock~~ at ~~a price of~~ $10.2550 per share ~~and~~for ~~the~~an ~~accrued~~assigned ~~interest~~note ~~unpaid amount of $1,644 was converted into 1,316 shares of common stock at the same conversion rate~~receivable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. - EXHIBITS

Exhibit No.	Description
31.1	Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2020, formatted in XBRL (extensible Business Reporting Language); (i) Consolidated Balance Sheets at January 31, 2020 (unaudited) and April 30, 2020, (ii) Consolidated Statement of Operations for the three and nine months January 31, 2020 and 2019, (unaudited) (iii) Consolidated Statement of Cash Flows for the nine months ended January 31, 2020 and 2019 (unaudited), and (iv) Notes to Consolidated Financial Statements. (unaudited)
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted in IXBRL and included in exhibit 101).

2321

SIGNATURES

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

Date: ~~March~~December 237, 2021

	Lux Amber, Corp.


	By:	/s/ E. Thomas Layton
		E. Thomas Layton, CEO and Director

	By:	/s/ Paul O. Williams
		Paul O. Williams, CFO and Director

2422

Filing Compare · Lux Amber, Corp.