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: ~~October~~January 31, ~~2021~~2022

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

For the transition period from__________ to __________

COMMISSION FILE NUMBER: 000-56207

Lux Amber, Corp.

(Exact name of registrant as specified in its charter)

Nevada	000-55554	98-1414834
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

371 Hostdale Drive

Dothan, AL 36303

(Address of Principal Executive Offices)

214-676-5475

(Issuer Telephone number)

6136 Frisco Square Blvd.

Suite 400, #237

Frisco, TX 75034

(~~Address~~Former ~~of Principal Executive Offices~~Address)

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 filer, an accelerated filer, a non-accelerated filer, 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 value, outstanding as of ~~December~~April 1428, ~~2021~~2022, was 3134,~~111~~910,~~658~~511.

TABLE OF CONTENTS

			Page
PART I. FINANCIAL INFORMATION			43
	Item 1	Condensed Consolidated Financial Statements	43
	Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 4	Controls and Procedures	22
PART II. OTHER INFORMATION			23
	Item 1	Legal Proceedings	23
	Item 1A	Risk Factors	23
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	23
	Item 3	Defaults Upon Senior Securities	23
	Item 4	Mine Safety Disclosures	23
	Item 5	Other Information	23
	Item 6	Exhibits	2324
SIGNATURES			2425

PART 1 - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

LUX AMBER, CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	October 31, 2021			April 30, 2021
	January 31, 2022			April 30, 2021
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	–27,480		$	–
Accounts receivable		~~178~~45,~~556~~279			112,982
Inventory		8516,~~528~~103			137,211
Prepaid expenses		24,~~000~~967			2,000
Other current assets		~~11,517~~–			5,960
Total current assets		~~277~~93,~~601~~829			258,153
GOODWILL		2,294,953			2,294,953
OTHER INTANGIBLES		15,000			15,000
OTHER LONG-TERM ASSETS		2618,~~965~~270			–
FIXED ASSETS
Furniture, fixtures, and office equipment		4136,~~787~~096			36,256
Vehicles and trailers		~~284~~285,~~650~~985			284,650
Equipment		~~649~~676,~~910~~686			649,910
Leasehold improvements		12,190			12,190
Assets in process		2710,~~301~~581			14,259
TOTAL FIXED ASSETS		1,~~015~~021,~~838~~538			997,265
Accumulated depreciation		(~~564~~587,~~702~~428	)		(484,568	)
Fixed assets, net		~~451~~434,~~136~~110			512,697
RIGHT OF USE ASSETS		~~341~~294,~~659~~814			272,657
TOTAL ASSETS	$	3,~~407~~150,~~314~~976		$	3,353,460
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	~~756~~676,~~026~~418		$	554,588
Accrued expenses		1,~~332~~677,~~649~~706			1,201,568
Related party payables		66211,~~522~~442			208,756
Notes payable – current portion		~~128~~21,~~664~~076			112,889
Right of use liabilities – current portion		~~172~~182,~~498~~013			172,498
Total current liabilities		2,~~456~~768,~~359~~655			2,250,299
NON-CURRENT LIABILITIES
Notes payable		~~111,963~~–			14,735
Right of use liabilities		~~147~~101,~~209~~316			98,761
Paycheck Protection Program loans		104,752			104,752
TOTAL LIABILITIES		2,~~820~~974,~~283~~723			2,468,547
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value, 75,000,000 shares authorized: 31,111,658 issued and outstanding shares as of October 31, 2021, and 31,111,658 issued and outstanding shares as of April 30, 2021		3,273			3,107
Common stock, $0.0001 par value, 75,000,000 shares authorized: 33,394,678 issued and outstanding shares as of January 31, 2022, and 31,111,658 issued and outstanding shares as of April 30, 2021		3,391			3,107
Additional paid-in capital		16,~~181~~799,~~303~~405			15,750,430
Accumulated deficit		(1516,~~597~~626,~~545~~543	)		(14,868,624	)
TOTAL EQUITY		~~587~~176,~~031~~253			884,913
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,~~407~~150,~~314~~976		$	3,353,460

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

LUX AMBER, CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three months ended October 31, 2021

Three months ended October 31, 2020

Six months ended October 31, 2021

Six months ended October 31, 2020

Three months ended January 31, 2022

Three months ended January 31, 2021

Nine months ended January 31, 2022

Nine months ended January 31, 2021

Revenue

~~433~~248,~~920~~944

~~396~~130,~~155~~183

~~857~~1,~~748~~112,022

~~686~~816,~~415~~598

Cost of goods sold

~~295~~270,~~699~~800

~~211~~108,~~555~~695

~~482~~740,~~013~~442

~~425~~534,~~454~~149

Gross Profit

138,221

184,600

375,735

260,961

Gross Profit (Loss)

(21,856

)

21,488

371,580

282,449

Product delivery expenses

~~119~~15,~~424~~475

~~159~~103,~~285~~629

~~272~~24,~~639~~629

~~301~~404,~~266~~895

General and administrative expenses

~~383~~874,~~144~~730

~~555~~10,~~979~~547

~~719~~1,~~302~~944,324

1,~~027~~038,~~757~~304

Selling expenses

36,~~440~~683

1834,~~513~~695

1011,~~542~~607

3570,~~755~~450

Depreciation and amortization

3891,~~351~~884

3739,~~683~~624

79109,~~971~~362

74114,~~967~~591

Total operating expenses

~~544~~988,~~359~~772

~~771~~188,~~460~~495

12,~~082~~089,~~454~~921

1,~~439~~628,~~745~~240

Loss from operations

(~~406~~1,~~138~~010,628

)

(~~586~~167,~~860~~007

)

(~~706~~1,~~719~~718,341

)

(1,~~178~~345,~~784~~791

)

Other (income)/expenses

Other expenses

Interest expense

818,~~242~~370

1929,~~987~~673

1734,~~082~~755

2352,~~295~~968

Other (income)/expense

–

31,343

5,120

(3,280

)

Other expense

–

118,268

4,823

114,988

Total other expense

818,~~242~~370

51147,~~330~~941

2239,~~202~~578

20167,~~015~~956

Net loss

(~~414~~1,~~380~~028,998

)

(~~638~~314,~~190~~948

)

(~~728~~1,~~921~~757,919

)

(1,~~198~~513,~~799~~747

)

Loss per common share:

Basic and diluted

(0.0103

)

(0.0201

)

(0.0205

)

(0.0405

)

Weighted Average Number of Common Shares Outstanding:

Basic and diluted

3231,~~511~~794,~~658~~579

30,~~606~~958,~~332~~663

3233,~~511~~394,~~658~~678

30,~~262~~389,~~690~~570

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

LUX AMBER, CORP. AND SUBSIDIARIES

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

(Unaudited)

For the Three Months Ended ~~October~~January 31, ~~2021~~2022 and ~~October~~January 31, ~~2020~~2021

	Number of Shares		Common Stock Par		Additional Paid-in		Accumulated			Non-Controlling		Total
	Number of Shares Issued and Outstanding		Common Stock Par Value Amount		Additional Paid-in Capital		Accumulated Deficit					Total
	Issued and		Value Amount		Capital		Deficit			Interest
	Outstanding
Balance as of July 31, 2021		31,111,658	$	3,237	$	16,016,786	$	(15,183,165	)		–	$	836,858
Common stock sold		–		30		99,970		–			–		100,000
Common stock issued for outstanding payables		–		6		19,994		–			–		20,000
Notes payable with interest converted		–		–		–		–			–		–
Adjustments		–		–		–		–			–		–
Dissolution of PCNM		–		–		–		–			–		–
Stock based compensation		–		–		44,553		–			–		44,553
Net loss		–		–		–		(414,380	)		–		(414,380	)
Balance as of October 31, 2021		31,111,658	$	3,273	$	16,181,303	$	(15,597,545	)		–	$	587,031
Common stock sold		900,000		50		162,500		–					162,550
Options exercised for outstanding payables		683,020		68		215,687		–					215,755
Shares issued for previous options exercised		700,000		–		–		–					–
Stock based compensation		–		–		239,915		–					239,915
Net loss		–		–		–		(1,028,998	)		–		(1,028,998	)
Balance as of January 31, 2022		33,394,678	$	3,391	$	16,799,405	$	(16,626,543	)			$	176,253

	Number of Shares			Common Stock Par		Additional Paid-in		Accumulated			Non-Controlling		Total
	Number of Shares Issued and Outstanding			Common Stock Par Value Amount		Additional Paid-in Capital		Accumulated Deficit					Total
	Issued and			Value Amount		Capital		Deficit			Interest
Balance as of October 31, 2020		30,944,742		$	3,073	$	15,477,714	$	(14,083,226	)		–	$	1,397,561
	Outstanding
Notes payable with interest converted		146,916			15		183,629		–					183,644
Balance as of July 31, 2020		30,293,316		$	3,027	$	14,857,575	$	(13,443,918	)		–	$	1,416,684
Share based compensation		–			–		44,553		–					44,553
Adjustments		(267	)		–		15,187		–			–		15,087
Net loss		–			–		–		(314,948	)		–		(314,948	)
Notes payable with interest converted		651,693			46		560,399		–			–		560,455
Balance as of January 31, 2021		31,091,658		$	3,088	$	15,705,896	$	(14,398,174	)			$	1,310,811
Share based compensation		–			–		44,553		–			–		44,553
Net loss		–			–		–		(638,190	)		–		(638,190	)
Balance as of October 31, 2020		30,944,742		$	3,073	$	15,477,714	$	(14,082,108	)		–	$	1,398,679

6The accompanying footnotes are an integral part of these condensed consolidated financial statements

~~LUX AMBER, CORP. AND SUBSIDIARIES~~5

~~CONDENSED~~LUX ~~CONSOLIDATED~~AMBER, ~~STATEMENTS~~CORP. ~~CHANGES~~AND ~~IN STOCKHOLDERS’ EQUITY (DEFICIT)~~SUBSIDIARIES

~~(Unaudited)~~CONDENSED CONSOLIDATED STATEMENTS CHANGES IN STOCKHOLDERS’ EQUITY

~~For the Six Months Ended October 31, 2021 and October 31, 2020~~(Unaudited)

	Number of Shares		Common Stock Par		Additional Paid-in			Accumulated			Non-Controlling		Total
	Issued and		Value Amount		Capital			Deficit			Interest
	Outstanding
Balance as of April 30, 2021		31,111,658	$	3,107	$	15,750,430		$	(14,868,624	)		–	$	884,913
Options exercised (cashless)		–		60		(60	)		–					–
Options exercised		–		40		3,960			–					4,000
Common stock sold		–		30		149,970			–					150,000
Common stock sold				30		99,970								100,000
Common stock issued for outstanding payables				6		19,994								20,000
Stock based compensation		–		–		157,039			–			–		157,039
Net loss		–		–		–			(728,921	)				(728,921	)
Balance as of October 31, 2021		31,111,658	$	3,273	$	16,181,303		$	(15,597,545	)		–	$	587,031

For the Nine Months Ended January 31, 2022 and January 31, 2021

	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, 2020		29,441,708		$	2,943		$	14,095,093		$	(12,884,427	)	$	1,027		$	1,214,636
Balance as of April 30, 2021		31,111,658		$	3,107		$	15,750,430		$	(14,868,624	)		–		$	884,913
Common stock repurchased		(36,250	)		(5	)		(45,308	)		–			–			(45,313	)
Options exercised (cashless)		–			60			(60	)		–						–
Notes payable with interest converted		1,539,551			135			1,323,636			–			–			1,323,771
Shares issued for previous options exercised		700,000			–			–			–						–
Dissolution of PCNM		–			–			–			1,118			(1,027	)		91
Options exercised		–			40			3,960			–						4,000
Adjustments		(267	)		–			15,187			–			–			15,187
Common stock sold		900,000			110			412,440			–						457,550
Share based compensation		–			–			89,106			–			–			89,106
Options exercised for outstanding payables		683,020			74			235,681			–						280,755
Net loss		–			–			–			(1,198,799	)		–			(1,198,799	)
Stock based compensation		–			–			396,954			–						396,954
Balance as of October 31, 2020		30,944,742		$	3,073		$	15,477,714		$	(14,082,108	)	$	–		$	1,398,679
Net loss		–			–			–			(1,757,919	)		–			(1,757,919	)
Balance as of January 31, 2022		33,394,678		$	3,391		$	16,799,405		$	(16,626,543	)		–		$	176,253	)

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

	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, 2020		29,441,708		$	2,943		$	14,095,093		$	(12,884,427	)	$	1,027		$	1,214,636
Common stock repurchased		(36,250	)		(5	)		(45,308	)		–			–			(45,313	)
Notes payable with interest converted		1,686,467	)		150			1,507,265			–			–			1,507,415
Dissolution of PCNM		–			–			–			–			(1,027	)		(1,027	)
Adjustments		(267	)		–			133,659			–			–			133,659
Share based compensation		–			–			15,187			–			–			15,187
Net loss		–			–			–			(1,513,747	)		–			(1,513,747	)
Balance as of January 31, 2021		31,091,658		$	3,088		$	15,705,896		$	(14,398,174	)	$	–		$	1,310,811

7The accompanying footnotes are an integral part of these condensed consolidated financial statements.

~~LUX AMBER, CORP. AND SUBSIDIARIES~~6

~~CONDENSED~~LUX ~~CONSOLIDATED~~AMBER, ~~STATEMENTS~~CORP. OFAND ~~CASH FLOWS~~SUBSIDIARIES

~~(Unaudited)~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Six Months Ended October 31, 2021			For the Six Months Ended October 31, 2020
Cash Flows from Operating Activities
Net loss	$	(728,921	)	$	(1,198,799	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		175,694			160,865
Share based compensation		157,039			89,106
Right of use interest		2,426			8,066
Change in current assets and current liabilities
Accounts receivable - trade		(65,574	)		(33,977	)
Inventory		51,683			(30,989	)
Prepaid expenses and other current assets		(32,522	)		(30,571	)
Accounts payable and accrued expenses		279,838			658,990
Due to related parties		(142,234	)		(17,794	)
Net cash used in operating activities		(302,571	)		(395,103	)
Cash Flows from Investing Activities
Deposit paid		–			(5,000	)
Expenditures for property and equipment		(18,410	)		(91,538	)
Net cash used in investing activities		(18,410	)		(96,538	)
Cash Flows from Financing Activities
Proceeds from convertible notes payable and interest payable		–			571,300
Payments on notes payable		–			(2,910	)
Payments on right of use liabilities		(46,022	)		(80,621	)
Payments for the repurchase of common stock		–			(45,313	)
Payments on promissory notes		(13,997	)		–
Proceeds from promissory notes		127,000			–
Proceeds from stock sales		250,000			–
Proceeds from exercise of options		4,000			–
Net cash provided by financing activities		320,981			442,456
Net change in cash and cash equivalents		–			(49,185	)
Cash at beginning of period		–			49,185
Cash at end of period	$	–		$	–
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest	$	7,527		$	19,735
Noncash Financing Activities	$	20,000		$	–
Convertible notes and accrued interest converted to common stock	$	–		$	1,323,781
Common stock issued for reduction of outstanding payments	$	20,000		$	–
Common stock sold for note receivable	$	50,000		$	–
Right of use asset and lease liability additions	$	137,347		$	–

(Unaudited)

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


	For the Nine Months Ended January 31, 2022			For the Nine Months Ended January 31, 2021
Cash Flows from Operating Activities
Net loss	$	(1,757,919	)	$	(1,513,747	)
Depreciation and amortization		109,362			241,788
Share based compensation		396,954			133,659
Non-cash interest		2,426			–
Right of use amortization		116,894			11,898
Accounts receivable - trade		67,703			67,602
Inventory		121,108			(25,413	)
Prepaid expenses		–			6,711
Other current assets		(15,277	)		(37,062	)
Accounts payable and accrued expenses		528,845			648,948
Due to related parties		2,686			(37,542	)
Net cash used in operating activities		(427,219	)		(503,158	)

Cash Flows from Investing Activities
Expenditures for fixed assets		(30,775	)		(103,065	)
Total cash used in investing activities		(30,775	)		(103,065	)

Cash Flows from Financing Activities
Proceeds from stock sales		412,550			730,300
Payments on notes payable		(11,793	)		(8,854	)
Proceeds on notes payable		121,000			(119,097	)
Proceeds from PPP loans		–			104,752
Proceeds from stock option exercises		4,000			(45,313	)
Payments on capital lease obligations		(40,284	)		–
Net cash provided by financing activities		485,473			557,036

Net change in cash and cash equivalents		27,480			(49,185	)

Cash at beginning of period		–			49,185

Cash at end of period	$	27,480		$	–

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest	$	18,370		$	32,057
Taxes	$	–		$	–
Noncash Financing Activities
Convertible notes and accrued interest converted to common stock	$	–		$	(1,507,415	)
Stock issued for reduction of outstanding payables	$	235,755		$	–
Right of use lease additions	$	137,397		$	–

8The accompanying footnotes are an integral part of these consolidated financial statements.

~~LUX AMBER, CORP. AND SUBSIDIARIES~~7

~~Notes~~LUX toAMBER, ~~Condensed~~CORP. ~~Consolidated~~AND ~~Financial Statements~~SUBSIDIARIES

~~October~~Notes ~~31,~~to ~~2021~~Condensed Consolidated Financial Statements

~~(Unaudited)~~January 31, 2022

~~NATURE OF BUSINESS~~(Unaudited)

~~Lux~~NATURE ~~Amber,~~OF Corp. (“LAC”), formed on January 19, 2018, is an international specialty chemical company. Its corporate offices are currently located at 6136 Frisco Square Blvd., Suite 400, #237, Frisco, TX 75034. LAC’s corporate telephone number is 972-214-9764. LAC has a stock symbol of LXAM.BUSINESS

~~LAC~~Lux ~~has three (3) wholly owned subsidiaries (collectively with LAC~~Amber, ~~the “Company”): Worldwide Specialty Chemicals, Inc~~Corp. (“~~WSCI~~LAC”), ~~Industrial~~formed ~~Chem Solutions, Inc. (“ICS”),~~on ~~and~~January ~~Safeway Pest Elimination~~19, ~~LLC~~2018, ~~(“SPE”),~~is ~~which~~an ~~was~~international ~~formed~~specialty ~~July~~chemical ~~16, 2018~~company. ~~LAC~~Its ~~and~~corporate ~~its~~offices ~~subsidiaries~~are ~~serve~~currently aslocated ~~both~~at ~~producers and~~371 ~~distributors~~Hostdale ~~of environmentally safe~~Drive, ~~specialty chemicals. The Company formerly held a 49% interest in PCNM LLC~~Dothan, ~~a Service-Disabled~~ ~~Veteran~~AL ~~owned~~36303. ~~small business that sold the Company~~LAC’s ~~products~~corporate totelephone ~~government~~number ~~agencies~~is 214-676-5475. ~~PCNM~~LAC ~~was~~has ~~legally~~a ~~dissolved~~stock onsymbol ~~July~~of ~~31, 2020~~LXAM.

~~The~~LAC ~~Company’s~~has ~~products~~three ~~utilize~~(3) ~~all-natural and~~wholly ~~renewable~~owned ~~resources,~~subsidiaries ~~contain~~(collectively with ~~no dangerous chemicals or additives~~LAC, ~~and~~the ~~offer~~ “~~green~~Company”): ~~solutions~~Worldwide toSpecialty ~~its~~Chemicals, ~~customers~~Inc. ~~ICS’ product line includes asphalt release agents~~(“WSCI”), ~~industrial~~Industrial ~~cleaners,~~Chem ~~environmental remediation gels~~Solutions, ~~odor~~Inc. ~~control agents~~(“ICS”), and ~~consumer~~Safeway ~~friendly cleaners~~Pest ~~for a wide range of uses~~Elimination, ~~including construction~~LLC, ~~environmental remediation~~(“SPE”), ~~hazardous~~which ~~materials~~was ~~clean-up,~~formed ~~nuclear~~July ~~decommissioning~~16, ~~industrial~~ ~~cleaning, and odor control~~2018. ~~SPE’s~~LAC ~~products~~and ~~are~~its ~~designed~~subsidiaries ~~for~~serve ~~the~~as ~~elimination~~both producers and ~~control~~distributors of ~~pests~~environmentally safe, specialty chemicals.

1The Company’s products utilize all-natural and renewable resources, contain no dangerous chemicals or additives, and offer “green” solutions to its customers. ~~SUMMARY~~ICS’ product OFline ~~SIGNIFICANT~~includes asphalt release agents, industrial cleaners, environmental remediation gels, odor control agents, and consumer friendly ~~ACCOUNTING~~cleaners ~~POLICIES~~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.

A1. ~~summary~~SUMMARY ofOF ~~the significant accounting polices~~SIGNIFICANT ~~consistently~~ACCOUNTING ~~applied in the preparation of the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP) is as follows.~~POLICIES

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

~~The~~Basis ~~consolidated financial statements include the accounts~~ of ~~LAC, WSCI, ICS, SPE, and PCNM. All significant intercompany accounts and transactions have been eliminated in consolidation.~~Consolidation

~~Use~~The condensed consolidated financial statements include the accounts of ~~Estimates~~LAC, WSCI, ICS, and SPE. All significant intercompany accounts and transactions have been eliminated in consolidation.

~~The~~Use ~~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.Estimates

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

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

9FASB ASC 825-10 requires disclosure of fair value information about certain financial instruments, including, but not limited to, cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, related party payables, notes payable, and Paycheck Protection Program loans. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management on January 31, 2022 and April 30, 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 of their short-term nature.8

The carrying value of ~~the~~cash ~~notes~~and ~~payable~~cash ~~approximates~~equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at, or approximate, fair value as ~~they~~of ~~bear~~the ~~market~~reporting ~~rates~~date because of ~~interest~~their short-term nature.

~~Basic~~The ~~and~~carrying ~~Diluted~~value ~~Net~~of ~~Loss~~the ~~Per~~notes ~~Share~~payable approximates fair value as they bear market rates of interest.

Basic ~~net~~and ~~loss per share is computed using the weighted average number of common shares outstanding.~~ Diluted ~~loss~~Net ~~per~~Loss ~~share~~Per 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.Share

~~For~~Basic net loss per share is computed using the weighted ~~six~~average ~~months~~number ~~ended~~of ~~October~~common ~~31,~~shares ~~2021~~outstanding. ~~and~~Diluted loss per share has not been presented because there are no dilutive items. ~~2020,~~Diluted ~~approximately~~earnings ~~82,668~~loss ~~and~~per ~~82,668~~share ~~common~~is based on the assumption that all dilutive stock ~~warrants~~options, ~~respectively~~warrants, and 6convertible debt are converted or exercised by applying the treasury stock method. Under this method,~~749,750~~ options and 6warrants are assumed exercised at the beginning of the period (or at the time of issuance,~~469~~ if later),~~750~~ and as if funds obtained thereby were used to purchase common stock ~~options~~at the average market price during the period. Options, ~~respectively~~warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only ~~were~~when ~~not~~the ~~added~~average tomarket price of the ~~diluted~~common ~~average~~stock ~~shares~~during ~~because~~the ~~inclusion~~period ofexceeds ~~such~~the ~~warrants~~exercise ~~and~~or ~~options~~conversion ~~would~~price beof ~~antidilutive~~the items.

~~Cash~~For the nine months ended January 31, 2022 and 2021, ~~Cash~~approximately ~~Equivalents~~82,668 and 82,668 common stock warrants, respectively, and 8,984,750 and 6,569,750 common stock options, respectively, were not added to the diluted average shares because inclusion of such warrants and options would be antidilutive.

~~The~~Cash 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~~Cash ~~it is not exposed to any significant credit risk on cash and cash equivalents.~~Equivalents

~~Accounts~~The ~~Receivable~~Company ~~and~~considers ~~Allowance~~all ~~for~~highly ~~Doubtful~~liquid investments ~~Accounts~~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 ~~receivables~~Receivable ~~are recorded at invoiced amount~~ and ~~generally~~Allowance ~~do not bear interest. An allowance~~ for ~~doubtful accounts is established, as necessary, based on experience and other~~Doubtful 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 October 31, 2021 and April 30, 2021, the allowance for doubtful accounts was $0.Accounts

~~Revenue~~Accounts ~~Recognition~~receivables are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on 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 31, 2022 and April 30, 2021, the allowance for doubtful accounts was $0.

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

~~Our~~Revenue ~~sales~~is ~~policies~~measured doas ~~not~~the ~~provide~~amount ~~for~~of ~~general~~consideration ~~rights~~expected ofto ~~return,~~be ~~and~~received ~~payment~~in isexchange ~~due~~for ~~net~~transferring ofgoods 15or ~~days~~providing service. WeRevenue dofrom ~~not~~product ~~record~~sold ~~estimated~~is ~~reductions~~recognized towhen ~~revenue~~obligations with ~~for~~the customer ~~programs~~are ~~and~~satisfied, ~~incentive offerings~~which ~~including~~generally ~~pricing~~occurs ~~arrangements,~~with ~~promotions,~~the ~~and~~transfer ~~other~~or ~~volume-based~~delivery ~~incentives~~of atthe product, signifying the point in time when the customer obtains control of the ~~sale~~promised goods. WeOur ~~also~~performance doobligation ~~not~~is ~~record estimated~~delivering ~~reserves~~the ~~for~~ product ~~returns~~to the customer; and ~~credits~~therefore, the attransaction price, which is stated on the ~~time~~invoice, is allocated 100% to the sole performance obligation of ~~sale~~product delivery. For the three-month and ~~anticipated~~nine-month ~~uncollectible~~periods ~~accounts~~ended January 31, 2022 and 2021, all revenue was from products sold.

10Our 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.

~~Sales Taxes~~9

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

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

~~Costs~~Shipping ~~for shipping~~ and ~~handling~~Handling ~~activities,~~Costs 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~~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 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~~Inventory ~~following~~is ~~table~~stated ~~sets~~at ~~forth~~ the ~~components~~lower of cost or net realizable value, with cost determined on a first-in first-out basis. The carrying value of ~~the~~inventory is reduced for estimated obsolescence. The Company’s evaluates the inventory ~~balances~~carrying asvalue ~~of::~~ for potential excess and obsolete inventory exposures by analyzing historical and anticipated demand.

Schedule of inventory
	October 31, 2021			April 30, 2021
Finished goods	$	17,290		$	93,203
Raw materials		85,528			61,298
Obsolescence		(17,290	)		(17,290	)
Inventory, net	$	85,528		$	137,211

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

Fixed Assets

Schedule of inventory
	January 31, 2022			April 30, 2021
Finished goods	$	18,174		$	93,203
Raw materials		15,219			61,298
Obsolescence		(17,290	)		(17,290	)
Inventory, net	$	16,103		$	137,211

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.Assets

~~Maintenance~~Fixed ~~and~~assets ~~repairs~~consist ~~are~~of ~~charged~~furniture, tofixtures ~~earnings~~and asoffice ~~incurred;~~equipment, ~~major~~vehicles ~~repairs~~and trailers, equipment and ~~replacements~~leasehold improvements that are ~~capitalized.~~stated ~~When~~at ~~items~~cost, ofless ~~property~~accumulated ordepreciation. Depreciation ~~equipment~~is ~~are~~provided ~~sold~~in oramounts ~~retired,~~sufficient ~~the~~to ~~related~~relate the cost ~~and~~ ~~accumulated~~of ~~depreciation~~depreciable ~~are~~assets ~~removed~~to ~~from~~earnings ~~the~~over ~~accounts~~their ~~and~~estimated ~~any~~service ~~gain~~lives (3 or– ~~loss~~10 isyears) ~~included~~under inthe ~~operations~~straight-line method.

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

Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized net asset fair values including identifiable intangible asset values in a business combination. The Company reviews goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The Company considered the current and expected future economic and market conditions surrounding COVID-19 and its impact on the reporting unit. As a result of the certain business developments and changes in the Company's long-term projections, during the fourth quarter of fiscal 2021, the Company concluded a triggering event had occurred that required an impairment assessment to be performed. The qualitative assessment thresholds were not met. The Company calculated the quantitative impairment test of using the implied fair market value using market data and concluded there was no goodwill impairment loss. Based on annual testing, the Company determined that there was no goodwill impairment in Fiscal 2021. The Company noted no triggering events as of October 31, 2021.

11Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized net asset fair values including identifiable intangible asset values in a business combination. The Company reviews goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The Company considered the current and expected future economic and market conditions surrounding COVID-19 and its impact on the reporting unit. As a result of the certain business developments and changes in the Company's long-term projections, during the fourth quarter of fiscal 2021, the Company concluded a triggering event had occurred that required an impairment assessment to be performed. The qualitative assessment thresholds were not met. The Company calculated the quantitative impairment test of using the implied fair market value using market data and concluded there was no goodwill impairment loss. Based on annual testing, the Company determined that there was no goodwill impairment in Fiscal 2021. The Company noted no triggering events as of January 31, 2022.

The Company first evaluates qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount, including goodwill. If after qualitatively assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then further testing is unnecessary. If after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company then estimates the fair value of the reporting unit and compares the fair value of the reporting unit with its carrying amount, including goodwill, as discussed below.10

The ~~quantitative~~Company ~~goodwill~~first ~~impairment~~evaluates ~~test~~qualitative ~~involves~~factors ato ~~two-step~~determine ~~process.~~whether Init ~~the~~is ~~first~~more ~~step~~likely than not (that is, ~~the~~a ~~Company~~likelihood ~~compares~~of more than 50 percent) that the fair value of ~~each~~the reporting unit is toless than its carrying ~~value~~amount, including goodwill. If ~~the~~after ~~fair~~qualitatively ~~value of~~assessing the ~~reporting~~totality ~~unit~~of ~~exceeds~~events ~~its~~or ~~carrying value~~circumstances, ~~goodwill~~the isCompany determines ~~not~~that ~~impaired~~it ~~and~~is nonot ~~further~~more ~~testing~~likely isthan ~~required.~~not Ifthat the fair value of the reporting unit is less than ~~the~~its carrying ~~value~~amount, ~~the~~then ~~Company~~further testing ~~must~~is ~~perform~~unnecessary. ~~the~~If ~~second~~after ~~step~~assessing of the ~~impairment~~totality ~~test to measure the amount~~ of ~~impairment~~events ~~loss.~~or ~~In the second step~~circumstances, the ~~reporting~~Company ~~unit's~~determines ~~fair~~that ~~value~~it is ~~allocated~~more tolikely ~~all~~than not ofthat the ~~assets~~fair ~~and~~value ~~liabilities~~ of the reporting unit, ~~including~~is ~~any~~less ~~unrecognized~~than ~~intangible~~its ~~assets~~carrying amount, inthe aCompany ~~hypothetical~~then ~~analysis~~estimates ~~that calculates~~ the ~~implied~~ fair value of ~~goodwill in~~ the ~~same~~ ~~manner as if the~~ reporting unit ~~was~~and ~~being~~compares ~~acquired in a business combination. If~~ the ~~implied~~ fair value of the reporting unit's ~~goodwill is~~with ~~less~~its ~~than the~~ carrying ~~value~~amount, ~~the~~including ~~difference~~goodwill, ~~is recorded~~ as andiscussed ~~impairment loss~~below.

~~Share~~The quantitative goodwill impairment test involves a two-~~Based~~step ~~Compensation~~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.

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

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

~~The~~Income 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.Taxes

The Company accounts for ~~all~~Federal ~~uncertain~~and ~~tax~~state ~~positions~~income intaxes ~~accordance~~using ~~with~~the ~~Financial~~asset ~~Accounting~~and ~~Standards~~liability ~~Board~~approach ~~(“FASB”)~~for ~~Accounting~~financial ~~Standards~~accounting ~~Codification~~and ~~740~~reporting –for ~~Income~~income ~~Taxes (“ASC~~taxes ~~740”).~~based ~~ASC 740 provides guidance~~ on ~~de-recognition,~~tax ~~classification,~~effects ~~interest~~of ~~and penalties and disclosure related to~~differences ~~uncertain~~between ~~income~~the ~~tax~~financial ~~positions.~~statement ~~The Company recognizes accrued interest~~ and ~~penalties related to unrecognized~~ tax ~~benefits~~basis ~~as a component~~ of ~~income~~assets ~~tax~~and ~~expense~~liabilities. ~~There were no accrued interest or penalties as of October 31, 2021 or April 30, 2021.~~

~~From~~The ~~time~~Company toaccounts ~~time,~~for ~~the~~all ~~Company~~uncertain ~~may~~tax ~~be audited~~positions byin ~~taxing~~accordance ~~authorities.~~with ~~These~~Financial ~~audits~~Accounting ~~could~~Standards ~~result~~Board in(“FASB”) ~~proposed~~Accounting ~~assessments~~Standards ofCodification ~~additional~~740 ~~taxes.~~– ~~The~~Income ~~Company believes that its tax positions~~Taxes ~~comply~~(“ASC in740”). ~~all~~ASC ~~material~~740 ~~respects~~provides ~~with~~guidance ~~applicable~~on ~~tax~~de-recognition, ~~law. However~~classification, ~~tax~~interest ~~law~~and ispenalties ~~subject~~and todisclosure ~~interpretation,~~related ~~and~~to uncertain ~~interpretations~~income bytax ~~taxing authorities~~positions. ~~could~~The beCompany ~~different~~recognizes ~~from~~accrued ~~those~~interest ofand ~~the~~penalties ~~Company,~~related ~~which~~to ~~could~~unrecognized ~~result~~tax inbenefits ~~the~~as ~~imposition~~a component of ~~additional~~income ~~taxes~~tax expense. ~~The~~There ~~Company’s federal~~were ~~returns~~no ~~since~~accrued ~~2016~~interest ~~are~~or ~~still~~penalties ~~subject~~as toof ~~examination~~January by31, ~~taxing~~2022 ~~authorities~~or April 30, 2021.

~~License~~From ~~Fee~~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.

~~ICS~~License pays 10% of the net selling price of $9.50 a gallon to CBI Polymers, Inc (“CBI”), as a mutually acceptable license fee. E. Thomas Layton, Chairman and CEO of LAC, is also the Chairman and CEO and controlling shareholder of CBI. During the six-month ended October 31, 2021 and 2020, the Company incurred $7,046 and $5,190 of license fees to CBI for those sales. During the three-month ended October 31,2021, the Company incurred $4,944 and $4,790 of license fees to CBI for those sales.Fee

ICS pays 10% of the net selling price of $9.50 a gallon to CBI Polymers, Inc (“CBI”), as a mutually acceptable license fee. E. Thomas Layton, Chairman and CEO of LAC, is also the Chairman and CEO and controlling shareholder of CBI. During the nine-month ended January 31, 2022 and 2021, the Company incurred $8,780 and $17,510 of license fees to CBI for those sales. During the three-month ended January 31, 2022 and 2021, the Company incurred $8,663 and $12,320 of license fees to CBI for those sales.

~~Advertising Costs~~11

~~The~~Advertising Company recognizes expenses for advertising costs as they are incurred. During the six-month ended October 31, 2021 and 2020, the Company incurred $1,569 and $4,790 in advertising costs. During the three-month period ended October 31, 2021 and 2020, the Company incurred $443 and $443 in advertising costs.Costs

~~Going~~The ~~Concern~~Company recognizes expenses for advertising costs as they are incurred. During the nine months ended January 31, 2022 and 2021, the Company incurred $3,227 and $17,919 in advertising costs. During the three months ended January 31, 2022 and 2021, the Company incurred $393 and $6,022 in advertising costs.

~~The~~Going accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred substantial operating losses, resulting in an accumulated deficit of $15,597,545 on October 31, 2021. The Company has a working capital deficit of $2,178,758 as of October 31, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are being issued. Accordingly, the Company is arranging for additional financing to fully implement its business plan, including continued growth and establishment of a stronger brand.Concern

The ~~Company~~accompanying isfinancial ~~actively~~statements ~~seeking~~have ~~growth of its~~been ~~service~~prepared ~~offerings,~~assuming ~~both~~that ~~organically and via new client relationships. In~~ the ~~ordinary course of the~~ Company’s ~~business,~~will ~~management is~~continue ~~trying to raise additional capital through sales of common stock~~ as ~~well~~a asgoing ~~seeking debt financing from third parties~~concern. ~~There~~The ~~are~~Company ~~current indications~~has ~~that~~incurred ~~additional~~substantial ~~financing~~operating ~~will be available on favorable terms. If additional financing is not available~~losses, ~~the~~resulting in ~~Company~~an ~~will need~~accumulated todeficit ~~reduce~~of ~~salaries~~$16, ~~defer~~626,543 oron ~~cancel~~January ~~development programs~~31, ~~planned initiatives and overhead expenditures~~2022. The ~~failure~~Company tohas ~~adequately fund~~a ~~its~~working capital ~~requirements~~deficit ~~could~~of ~~have a material adverse effect on the Company’s business~~$2, ~~financial condition~~674,826 ~~and~~as ~~results~~ of ~~operations,~~ ~~including~~January ~~potential discontinuance of operations~~31, 2022. ~~Moreover,~~These ~~the~~factors ~~sale of additional equity securities to~~ raise ~~financing~~substantial ~~will result~~doubt inabout ~~additional dilution to~~ the Company’s ~~stockholders.~~ability ~~Additionally,~~to ~~incurring~~continue ~~additional indebtedness could involve an increased debt service cash obligation,~~ as ~~well~~a asgoing ~~the~~concern ~~imposition~~within ofone ~~covenants~~year ~~that~~after ~~restrict~~ the date ~~Company’s operations or~~ the ~~Company’s ability to perform on its current debt service requirements. The~~ financial statements doare ~~not~~being ~~include~~issued. ~~any~~Accordingly, ~~adjustments that might be necessary if~~ the Company is ~~unable~~arranging tofor ~~continue as a going concern. While the Company recognizes the significant impact of~~ additional financing~~, the~~ ~~Company~~to isfully aimplement ~~smaller~~its business ~~reporting~~plan, ~~company~~including ~~serving~~continued ~~large~~growth and ~~growing~~establishment ~~markets~~of ~~and~~a itstronger ~~will continue to sell securities and enter into financing programs which are deemed to be prudent~~brand.

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

~~Pronouncements~~Recently ~~Not~~Issued ~~Yet~~Accounting ~~Adopted~~Pronouncements

InPronouncements ~~June~~Not ~~2016,~~Yet 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 became 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.Adopted

2In 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. ~~ACCOUNTS~~The ~~RECEIVABLE~~new standard became 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.

~~Accounts receivable relate to trade receivables from product sales made by the Company~~2. ~~Accounts~~ACCOUNTS ~~receivable consist of the following at October 31, 2021 and April 30, 2021:~~ RECEIVABLE

Schedule of accounts receivable
	October 31, 2021		April 30, 2021
Trade receivables	$	178,556	$	112,982

Accounts receivable relate to trade receivables from product sales made by the Company. Accounts receivable consist of the following at January 31, 2022 and April 30, 2021:

Schedule of accounts receivable
	January 31, 2022		April 30, 2021
Trade receivables	$	45,279	$	112,982

~~3. NOTES PAYABLE~~12

~~Convertible~~3. ~~Promissory~~NOTES ~~Notes Payable~~PAYABLE

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

During the year ended April 30, 2021, the Company issued a ~~fifth~~fourth round of convertible debentures in the principal amount of $~~204~~525,~~800~~500. The debentures were convertible into shares of the Company’s common stock at the maturity date of ~~January~~September 15, ~~2021~~2020 and pay any unpaid interest at a rate of 8%. ~~This~~The ~~round of~~ debentures ~~was~~ were converted ~~163~~into 611,~~890~~047 shares of common stock at a price of $10.2586 per share and the accrued interest unpaid amount of $216,~~074~~459 was converted into 119,~~660~~138 shares of common stock at a price of $10.2586 per share.

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

~~The~~Vehicles Company has one note payable relating to the purchase of a Company vehicle as of October 31, 2021. The balance outstanding under the note payable was $22,719 as of October 31, 2021. The note payable bears interest of 5.99% with principal and ~~interest~~Equipment ~~due~~Notes ~~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, 2021 with a balance outstanding of $40,474.~~Payable

The Company’s ~~future~~has ~~minimum~~one ~~principal~~note payable relating to the ~~payments~~purchase of a Company vehicle as of ~~October~~January 31, ~~2021~~2022. ~~are~~The balance outstanding under the note payable was $20,956 as ~~follows:~~ of January 31, 2022. 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, 2021 with a balance outstanding of $40,474.

Schedule of future minimum debt payments
2022	$	8,316
2023		12,889
2024		1,514
Total future minimum payment	$	22,719

The Company’s future minimum principal payments as of January 31, 2022 are as follows:

Other Notes Payable


2022	$	4,158
2023		16,798
Total future minimum payment	$	20,956

OnOther ~~May~~Notes 8, 2020, the Company received $100,344 from the Paycheck Protection Program. This PPP loan has a 2 two-year term and bears interest at a rate of 1% per annum and does not require collateral. The loan was fully forgiven in November of 2020 by the SBA and a gain on extinguishment of debt of $100,344 was recorded within other income during the year ended April 30, 2021.Payable

On ~~February~~May 018, ~~2021~~2020, the Company received $50100,~~000~~344 from anthe ~~investor~~Paycheck ~~and~~Protection inProgram. ~~turn~~This ~~issued~~PPP aloan ~~promissory~~has ~~note~~a ~~with~~two-year anterm 8%and bears interest ~~rate,~~at ~~with~~a ~~collateral~~rate of 81% per ~~drag~~annum ~~slat application units,~~ and is todoes benot ~~paid~~require incollateral. ~~full~~The byloan ~~February~~was ~~28,~~fully ~~2022.~~forgiven ~~During~~in ~~the~~November ~~year~~of ~~ended~~2020 ~~April~~by ~~30, 2021,~~ the ~~Company~~SBA ~~had~~and ~~paid~~a ~~$666~~gain inon ~~interest~~extinguishment ~~for this note.~~of Adebt ~~payment~~ of $5100,~~225~~ 344 was ~~made~~recorded within other income during the ~~period~~year ~~ending~~ended ~~October~~April 3130, 2021.

On February 111, 2021, ~~WSC~~the Company received $4050,~~625 from~~000 ~~the~~from ~~Paycheck~~an ~~Protection~~investor ~~Program.~~and ~~The~~in ~~PPP~~turn ~~Loan~~issued ~~has~~ a 5promissory ~~five-year term~~note ~~and~~with ~~bears~~an 8% interest atrate, awith ~~rate~~collateral of ~~1% per~~8 ~~annum~~drag slat application units, and is ~~does~~to ~~not~~be ~~require~~paid ~~collateral.~~in ~~Monthly~~full ~~principal~~by ~~and~~February ~~interest~~28, ~~payments~~2022. ~~are~~During ~~deferred~~the ~~for~~year ~~ten~~ended ~~months~~April ~~after~~30, 2021, the ~~date~~Company ~~of disbursement.~~had ~~The~~paid ~~PPP~~$666 ~~Loan~~in ~~may~~interest befor ~~prepaid~~this atnote. A ~~any~~payment ~~time~~of ~~prior~~$5,225 towas ~~maturity~~made ~~with~~during nothe ~~prepayment~~nine ~~penalties~~month period ending January 31, 2022. ~~WSC~~During ~~has~~the ~~not~~period ~~yet~~ended ~~applied~~January ~~for~~31, 2022, the outstanding ~~forgiveness~~debt ~~but~~was ~~believes~~used itas ~~will~~proceeds befor ~~forgiven~~stock option exercises of 33,000 shares of stock.

On February 1411, 2021, ~~ICS~~WSC received $4840,~~510~~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. ~~ICS~~WSC has not yet applied for forgiveness but believes it will be forgiven.

On ~~March~~February 1614, 2021, ~~SPE~~ICS received $1548,~~657 from~~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. ~~SPE~~ICS has not yet applied for forgiveness but believes it will be forgiven.

1413

On ~~April~~March 1916, 2021, ~~the~~SPE ~~Company~~ received $5015,~~000~~657 from anthe ~~investor~~Paycheck ~~and~~Protection inProgram. ~~turn~~The ~~issued~~PPP aLoan ~~promissory~~has ~~note~~a ~~with~~five-year anterm 8%and bears interest ~~rate~~at toa ~~reduce~~rate ~~debt.~~of ~~This~~1% per ~~note~~annum and does not require collateral. Monthly principal and is tointerest bepayments ~~paid~~are indeferred ~~full~~for byten ~~May~~months ~~19,~~after ~~2022~~the date of disbursement. The NoPPP ~~payments~~Loan ~~have~~may ~~been~~be ~~made~~prepaid at ~~this~~any time prior to maturity with no prepayment penalties. SPE has not yet applied for forgiveness but believes it will be forgiven.

On ~~May~~April 1019, 2021, the Company received $2550,000 from an investor and in turn issued a promissory note with an 68% interest rate ~~to reduce debt~~. This note does not require collateral and is to be paid in full by ~~August~~May 619, ~~2021~~2022. No payments have been made at this time. During the nine-month period ended January 31, 2022, the outstanding debt was used as proceeds for stock option exercises of 250,000 shares of stock.

On May 1910, 2021, the Company received $5025,000 from an investor and in turn issued a promissory note with an 86% interest rate ~~to reduce debt~~. This note does not require collateral and is to be paid in full by ~~May~~August 196, ~~2022~~2021. NoDuring ~~payments~~the ~~have~~nine-month ~~been~~period ~~made~~ended atJanuary ~~this~~31, ~~time~~2022, the outstanding debt was used as proceeds for stock option exercises of 150,000 shares of stock.

On ~~June~~May 719, 2021, the Company received $2650,000 from an investor and in turn issued a promissory note with an 68% interest rate ~~to reduce debt~~. This note does not require collateral and is to be paid in full by ~~August~~May 719, ~~2021~~2022. NoDuring ~~payments~~the ~~have~~nine-month ~~been~~period ~~made~~ended atJanuary ~~this~~31, ~~time~~2022, the outstanding debt was used as proceeds for stock option exercises of 250,000 shares of stock.

On June 7, 2021, the Company received $2026,000 from ~~another~~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. NoDuring ~~payments~~the ~~have~~nine-month ~~been~~period ~~made~~ended atJanuary ~~this~~31, ~~time~~2022, the outstanding debt was used as proceeds for stock option exercises of 150,000 shares of stock.

4On June 7, 2021, the Company received $20,000 from another investor and in turn issued a promissory note with an 6% interest rate. ~~ACCRUED~~This ~~EXPENSES~~note does not require collateral and is to be paid in full by August 7, 2021. During the nine-month period ended January 31, 2022, the outstanding debt was used as proceeds for stock option exercises of 30,000 shares of stock. During the nine-month period ended January 31, 2022, the Company had accrued $20,000 in unpaid interest for promissory notes that were also used as proceeds for stock option exercises of 5,000 shares of stock.

~~Accrued~~4. ~~expenses,~~ACCRUED ~~consisting of accrued salaries for officers and executive management, include the following balance at October 31, 2021 and April 30, 2021:~~ EXPENSES

Schedule of accrued expenses
	October 31, 2021		April 30, 2021
Accrued Compensation	$	1,059,739	$	934,104
Other Accrued Expenses		272,910		267,464
Accrued expenses	$	1,332,649	$	1,201,568

Accrued expenses, consisting primarily of accrued salaries for officers and executive management, include the following balance at January 31, 2022 and April 30, 2021:

5. COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS

Schedule of accrued expenses
	January 31, 2022		April 30, 2021
Accrued Compensation	$	1,164,013	$	934,104
Other Accrued Expenses		513,693		267,464
Accrued expenses	$	1,677,706	$	1,201,568

~~Leases~~5. COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS

As of October 31, 2021, the weighted average remaining lease term and weighted average discount rate for financing leases was 2.4 years and 3.95%, respectively. The Company's future financing lease obligations that have not yet commenced are immaterial. For six-month period October 31, 2021 and October 31, 2020, the Company's cash paid for financing leases was $46,022 and $80,621, and short-term lease costs were $0 and $0, respectively. For the three-month period October 31, 2021 and 2020, the Company paid $37,343 and $24,345 for financing leases.Leases

As of January 31, 2022, the weighted average remaining lease term and weighted average discount rate for financing leases was 2.2 years and 3.99%, respectively. The Company’'s ~~undiscounted~~future ~~annual~~financing ~~future~~lease obligations that have not yet commenced are immaterial. For nine-month period January 31, 2022 and ~~minimum~~January ~~lease~~31, ~~payments~~2021, asthe ofCompany's ~~October~~cash paid for financing leases was $40,248 and $22,950. For the three-month period January 31, 2022 and 2021, ~~consist~~the ~~of:~~ Company paid $13,414 and $0 for financing leases.

Schedule of future minimum lease payments
2022	$	112,688
2023		142,902
2024		65,900
2025		33,339
2026		13,994
Total lease payments		368,822
Interest		(49,115	)
Present value of lease liabilities	$	319,707

~~Concentrations~~The Company’s undiscounted annual future minimum lease payments as of January 31, 2022 consist of:

As of October 31, 2021, the Company had three customers which made up 60% of the outstanding accounts receivable balance. For the six months ended October 31, 2020, the Company had four customers which made up 63% of the outstanding accounts receivable balance.


2022	$	56,105
2023		142,902
2024		65,962
2025		28,076
2026		13,994
Total lease payments		307,038
Interest		(23,709	)
Present value of lease liabilities	$	283,329

For the six months ended October 31, 2021, the Company had two customers which made up 50% of total revenues. For the six months ended October 31, 2020, the Company had two customers which made up 48% of total revenues. For the three months ended October 31, 2021, the Company had three customers which made up 64% of total revenues. For the three months ended October 31, 2020, the Company had two customers which made up 46% of total revenues.Concentrations

15As of January 31, 2022, the Company had three customers which made up 60% of the outstanding accounts receivable balance. As of April 31, 2021, the Company had four customers which made up 63% of the outstanding accounts receivable balance.

6For the nine months ended January 31, 2022, the Company had two customers which made up 50% of total revenues. ~~STOCKHOLDERS’~~For ~~EQUITY~~the nine months ended January 31, 2021, the Company had two customers which made up 48% of total revenues. For the three months ended January 31, 2022, the Company had three customers which made up 64% of total revenues. For the three months ended January 31, 2021, the Company had two customers which made up 46% of total revenues.

~~Common~~6. ~~Stock~~STOCKHOLDERS’ EQUITY

AsCommon ofStock ~~October 31, 2021~~ and ~~2020,~~Preferred ~~the authorized share capital of the Company consisted of 75,000,000 shares of common stock with $0.0001 par value. No other classes of stock are authorized.~~Stock

~~During~~As ~~the~~of ~~three-month~~January ~~period ended July~~ 31, 2022, and 2021, the authorized share capital of the Company ~~sold~~consisted ~~400~~of 75,000,000 shares atof ~~$.50~~common ~~per~~stock, ~~share for~~ $~~150,000~~0.0001 inpar ~~cash~~value. ~~proceeds~~No ~~and~~other ~~$50,000~~classes inof anstock ~~assigned~~are ~~note receivable~~authorized.

~~During~~Common ~~the three-month period ended October 31, 2021, the Company issued 60,000 shares at $0.33 per share for $20,000 in outstanding payables.~~Stock

~~During~~For the ~~three-month~~nine ~~period~~months ended ~~October~~January 31, ~~2021~~ 2022, the Company sold 300,000 shares at $0.33 per share for $100,000 in cash proceeds, 400,000 shares at $.50 per share for $150,000 in cash proceeds and $50,000 in an assigned note receivable, and 850,000 shares at $0.25 per share for total cash proceeds of $162,550. Of the 1.55 million shares of stock, 900,000 shares have been issued, and 650,000 shares of stock have yet to be issued. For the nine months ended January 31, 2021, the Company has 36,250 common shares repurchased at $1.25 per share for a total cash payment amount of $45,313 including interest.

Warrants

OnDuring ~~March 31, 2017,~~ the ~~Company~~nine ~~issued~~months ~~600,000 warrants~~ended atJanuary ~~an exercise price of $.50 for services provided to a consultant. The warrants expire on March~~ 31, ~~2024.~~2022 and ~~The~~2021, ~~fair~~there ~~value~~were ~~of these~~0 warrants ~~upon issuance was $302~~exercised.

AsFor ofthe ~~October~~three ~~31,~~months ~~2021,~~ended ~~and~~January ~~April 30~~31, ~~2020,~~2022 ~~there~~and ~~were 82~~2021,~~668~~ ~~common~~the ~~stock~~Company ~~warrants~~had ~~outstanding, respectively,~~no ~~with~~sale anor ~~exercise~~repurchase ~~price~~ of $0warrants.~~50.~~

Schedule of warrants

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

October 31, 2021

82,668

–

82,668

As of January 31, 2022, and April 30 2021, there were 82,668 common stock warrants outstanding, respectively, with an exercise price of $0.50.

~~Stock option plan~~15

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

~~During~~Effective February 1, 2017, the ~~six~~Company ~~months~~established the ~~ended~~2016 ~~October~~Stock ~~31,~~Option ~~2021~~Plan (the “Plan”). The Board of Directors of the Company has the authority and discretion to grant stock ~~2020,~~options. ~~there~~The ~~were~~maximum ~~500~~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 0any ~~common~~consultant providing services to the Company. The expiration date and exercise price for each stock ~~options~~option ~~granted~~grant are as established by the Board of Directors of the Company. ~~During~~No option may be issued under the ~~three~~Plan ~~months~~after ~~ended~~February ~~October~~1, 312027. On March 18,~~2021~~ ~~and~~2018, ~~2020~~the Plan was amended to increase the maximum number of shares of stock that may be issued to 5,000,000. ~~there~~On ~~were~~July 010, ~~and~~2018, the Plan was amended to increase the maximum number of shares of stock that may be issued to 5,500,000. 0In ~~common~~November of 2019, the Plan was further amended to increase the shares of stock ~~options~~that ~~granted~~may be issued to 10,000,000.

~~Stock~~During ~~option activity during~~ the ~~six-month~~nine ~~period~~months ended ~~October~~January 31, 2022 and 2021, isthere ~~summarized~~were as5,073,020 ~~follows:~~ and 0 common stock options granted. 3,223,020 options granted have an exercise price of $0.25 and vested immediately. The remaining 1,850,000 have an exercise price of $0.25 and vest over a two-year period with each quarter vesting six-months after the grant date.

Schedule of option activity
	Shares Under Option			Price Per Share		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding - beginning of period		7,289,750			$0.00 - 1.50	$	1.11	95 months
Granted		500,000			1.99		1.99	120 months
Exercised		(1,000,000	)		0.01		–	–
Canceled or expired		–			–		–	–
Outstanding - end of period		6,789,750			$0.00 - 1.50	$	1.31	82 months
Exercisable - end of period		6,749,750				$	1.05	76 months

Stock option activity during the nine-month period ended January 31, 2022 is summarized as follows:

Schedule of option activity
	Shares Under Option			Price Per Share		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life

Outstanding - beginning of period		7,289,750			$0.00 - 1.79	$	1.31		113 months
Granted		5,073,020			0.25		0.25		108 months
Exercised		(1,383,020	)		–		–		–
Canceled or expired		–			–		–		–
Outstanding - end of period		10,979,750			$0.00 - 1.50	$	0.94		106 months

Exercisable - end of period		8,984,750				$	0.84		89 months

Stock option activity during the nine-month period ended ~~October~~January 31, ~~2020~~ 2021, is summarized as follows:

Shares Under Option

Price Per Share

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life

Outstanding - beginning of period

7,309,750

$0.00 - 1.50

1.18

~~113 months~~

113 months

Granted

–

Exercised

–

Canceled or expired

–

Outstanding - end of period

7,309,750

$0.00 - 1.50

1.1512

~~109 months~~

99 months

Exercisable - end of period

6,~~469~~569,750

0.9192

~~92 months~~

86 months

~~7. RELATED PARTY TRANSACTIONS~~16

~~During~~The ~~the~~fair ~~six~~value ~~months ended October 31, 2021 and 2020, the Company incurred consulting fees~~ of ~~$90,491~~each ~~and $120,442 to four separate entities owned by four current shareholders. During~~option ~~the~~grant three-month period ended October 31, 2021 and 2020, the Company incurred $23,649 and $22,950 in consulting fees to three separate entities owned by three current shareholders. The total related party consulting fees unpaid balance due was $18,000 and $28,550 as of October 31, 2021 and April 30, 2021, respectively, and is ~~included~~calculated inusing ~~accounts payable in~~ the ~~accompanying~~following ~~consolidated balance sheets.~~assumptions:

The Company is in effect a sales representative of CBI. pursuant to the Exclusive Patent License Agreement between the Company and CBI. CBI and the Company are companies under the common control of E. Thomas Layton, the Company’s chairman and chief executive officer. There are no other transactions or contracts between CBI and the Company other than those discussed in this report. There was $3,936 and $1,670 due to CBI as of October 31, 2021 and April 30, 2021, respectively.

Schedule of fair value assumption
	January 31,	January 31,
	2022	2021
Expected life – years	6	NA
Interest rate	1.58-1.89%	NA
Volatility	72.7%	NA
Dividend yield	-%	–%

~~Two~~Total ~~separate~~share-based ~~related~~compensation ~~parties are allowing the~~expense ~~Company~~(including tostock ~~rent~~grants) ~~vehicles~~included ~~for~~in asalaries ~~monthly~~and ~~fee~~wages ofwas $1396,~~650~~954 and $244,~~957.~~553 ~~For~~for the ~~six~~nine months ended ~~October~~January 31, ~~2021,~~2022 ~~the Company paid a total of~~and $92021,~~900~~ ~~and $17,742~~respectively. ~~For~~Total ~~the~~share-based ~~three~~compensation ~~months~~expense ~~ended~~(including ~~October~~stock ~~31,~~grants) ~~2021,~~included ~~the~~in ~~Company~~salaries ~~paid~~and awages ~~total~~was of $4239,~~950~~915 and $844,~~871.~~553 ~~For~~for the ~~six~~three months ended ~~October~~ January 31, 2021 and 2020, ~~the~~respectively. ~~Company~~Unamortized ~~paid~~share-based acompensation ~~total~~expense ofamounted to $8148,~~250 and $19~~510,~~942.~~ ~~For~~which ~~the~~is ~~three~~expected ~~months~~to ~~ended~~be ~~October~~recognized ~~31,~~over ~~2020,~~ the ~~Company~~next ~~paid~~10 amonths ~~total~~ as of ~~$4,950~~January ~~and $5~~31,~~916~~ 2022.

87. ~~INCOME~~RELATED ~~TAXES~~PARTY TRANSACTIONS

~~For~~During the ~~six~~nine months ended ~~October~~January 31, ~~2021 and~~2022 ~~2020, the effective tax rate of 0% varies from the U.S. federal statutory rate primarily due to net losses~~ and ~~the~~2021, ~~valuation allowance associated with~~ the ~~net operating loss carryforwards. The~~ Company ~~continually~~incurred ~~reviews~~consulting ~~the~~fees ~~realizability~~ of ~~its deferred tax assets~~$122,829 ~~including an~~and ~~analysis of factors such as future taxable income~~$214,487 ~~reversal of existing taxable temporary differences, and tax planning strategies. The Company continues~~ to ~~record~~five aseparate ~~full~~entities ~~valuation~~owned ~~allowance~~by ~~against~~five ~~its~~current ~~net deferred tax assets~~shareholders. ~~The Company assessed whether a valuation~~ ~~allowance~~An ~~should~~additional be$108,000 ~~established~~and ~~against its deferred tax assets based on consideration of all available evidence~~$74,000 ~~using~~in aconsulting ~~“more likely~~fees ~~than~~were ~~not”~~incurred ~~standard.~~by ~~In assessing~~ the ~~need for a valuation allowance, the~~ Company ~~considered~~from ~~both~~an ~~positive~~entity ~~and~~owned ~~negative~~by ~~evidence related to~~ the ~~likelihood~~spouse of ~~realization~~the ofCEO ~~deferred~~during the ~~tax~~nine ~~assets.~~months Inended ~~making~~January ~~such assessment~~31, ~~more~~2022 ~~weight~~and ~~was given to evidence that could be objectively verified~~2021, ~~including recent cumulative losses~~respectively. ~~Future~~The ~~sources~~total ofrelated ~~taxable~~party ~~income~~consulting ~~were~~fees ~~also~~unpaid ~~considered~~balance indue ~~determining~~was ~~the~~$108,000 ~~amount~~and of$62,693 ~~the~~as ~~recorded valuation allowance. Based on the Company’s review~~ of ~~this~~January ~~evidence~~31, at2022 ~~October~~and 312021, ~~2021~~respectively, ~~management~~and ~~determined that~~is aincluded ~~full~~in ~~valuation~~accounts ~~allowance~~payable ~~against~~in ~~all of~~ the ~~Company’s~~accompanying ~~deferred~~consolidated ~~tax assets at October 31, 2021 was appropriate~~financial statements.

17During the three months ended January 31, 2022 and 2021, the Company incurred consulting fees of $53,863 and $62,693 to four separate entities owned by four current shareholders. The total related party consulting fees unpaid balance due was $32,863 and $30,741 as of January 31, 2022 and 2021, respectively, and is included in accounts payable in the accompanying consolidated financial statements.

~~The~~Two ~~following~~separate ~~table~~related ~~summarizes~~parties ~~the~~are ~~difference between~~allowing the Company ~~actual~~to ~~tax~~rent ~~provision~~vehicles for a monthly fee of $1,650 and $1,243. For the ~~amounts~~nine ~~obtained~~months byended ~~applying~~January 31, 2022, the ~~statutory~~Company ~~tax~~paid ~~rates~~a tototal of $14,850 and $11,187. For the ~~income~~three ormonths ~~loss~~ended ~~before~~January ~~income~~31, ~~taxes~~2022, the Company paid a total of $4,950 and $3,729. For the nine months ~~for~~ended January 31, 2021, the ~~period~~Company ~~ending~~paid ~~October~~a total of $12,875 and $9,690. For the three months ended January 31, 2021, the Company paid a total of $4,950 and ~~2020:~~ $3,729.

Schedule of income tax reconciliation
	October 31, 2021		October 31, 2020
Tax benefit calculated at statutory rate		21.00%		21.00%
Expense not deductible		(0.03)		(0.02)
Changes to valuation allowance		(20.97)		(20.98)
Provision for income taxes		0%		0%

8. INCOME TAXES

9For the nine months ended January 31, 2022 and 2021, the effective tax rate of 0% varies from the U.S. ~~CORONA~~federal ~~VIRUS~~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 at January 31, 2022, management determined that a full valuation allowance against all of the Company’s deferred tax assets at January 31, 2022 was appropriate.

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 October 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.17

The ~~Paycheck~~following ~~Protection~~table ~~Program~~summarizes ~~(“PPP”) provides loans from~~ the ~~U.S. Small Business Administration (“SBA”) to help businesses keep their workforce employed during~~difference ~~the~~between ~~Coronavirus (COVID-19) crisis. SBA will forgive loans if all employees are kept on~~ the ~~payroll~~actual ~~for~~tax ~~eight~~provision ~~weeks~~ and the ~~money~~amounts isobtained ~~used for~~by ~~payroll,~~applying ~~rent,~~the ~~mortgage~~statutory ~~interest,~~tax orrates ~~utilities.~~to ~~On May 8, 2020,~~ the ~~Company~~income ~~received~~or aloss ~~PPP~~before ~~loan~~income intaxes for the ~~amount~~period ofending ~~$100~~January 31,~~344.~~ ~~The~~2022 ~~loan was~~and ~~fully forgiven in November of 2020.~~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.

Schedule of income tax reconciliation
	January 31, 2022			January 31, 2021
Tax benefit calculated at statutory rate		21.00%			21.00%
Expense not deductible		(0.05	)		(0.06	)
Changes to valuation allowance		(20.95	)		(20.94	)
Provision for income taxes		0%			0%

~~On February 14, 2021, ICS received $48,510 from the Paycheck Protection Program~~9. ~~The~~CORONA 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.VIRUS

OnDuring March 162020, ~~2021,~~a ~~SPE~~global ~~received~~pandemic ~~$15,657~~was declared ~~from~~by the ~~Paycheck~~World ~~Protection~~Health ~~Program.~~Organization ~~The~~related ~~PPP~~to ~~Loan~~the ~~has~~rapidly growing outbreak of a 5novel ~~five~~strain of coronavirus (“COVID-~~year~~19”). ~~term~~The pandemic ~~and~~has ~~bears~~significantly ~~interest~~impacted atthe aeconomic ~~rate~~conditions ofin 1%the ~~per~~U.S., ~~annum~~accelerating ~~and~~during ~~does~~the ~~not require~~first ~~collateral.~~half ~~Monthly~~of ~~principal~~March, as federal, state and ~~interest~~local ~~payments~~governments ~~are~~react ~~deferred~~to ~~for~~the ~~ten~~public ~~months~~health ~~after~~crisis, ~~the~~creating ~~date~~significant ofuncertainties ~~disbursement~~in the U.S. ~~The~~economy. ~~PPP~~In ~~Loan~~March 2020, we noticed ~~may~~a bestrong ~~prepaid~~decline atin ~~any~~orders ~~time~~from ~~prior~~our customers, as businesses around the country began to ~~maturity~~cease ~~with~~their nooperations ~~prepayment~~due ~~penalties~~to COVID-19. ~~SPE~~In ~~has~~an attempt ~~not~~to ~~yet~~mitigate ~~applied~~the ~~for~~ongoing ~~forgiveness~~impact ~~but~~of ~~believes~~the itpandemic on our cash flows certain actions were taken. The actions include targeted reductions ~~will~~in bediscretionary ~~forgiven~~operating expenses such as advertising and payroll expenses, reducing capital expenditures, and reducing travel for business development purposes.

~~Continued~~The ~~impacts~~Paycheck ofProtection ~~the~~Program ~~pandemic have had a material~~(“PPP”) ~~adverse~~provides ~~impact~~loans onfrom ~~our~~the ~~revenues,~~U.S. ~~earnings,~~Small ~~liquidity~~Business ~~and~~Administration ~~cash~~(“SBA”) ~~flows, and may require additional actions in response, including, but not limited~~ to, ~~employee~~help ~~layoffs,~~businesses ~~reduced~~keep ~~production,~~their orworkforce ~~further~~employed ~~expense reductions, all in an effort to mitigate such impacts. The extent~~during of the ~~impact~~Coronavirus of(COVID-19) ~~the~~crisis. ~~pandemic~~SBA onwill ~~our~~forgive ~~business~~loans ~~and~~if ~~financial~~all ~~results~~employees ~~will~~are ~~depend~~kept ~~largely~~ on ~~future developments, including~~ the ~~duration of~~payroll ~~the~~for ~~spread~~eight ofweeks ~~the outbreak within the U.S.,~~ and the ~~related~~money ~~/impact~~is onused for ~~consumer~~payroll, ~~confidence~~rent, ~~and~~mortgage ~~spending~~interest, ~~all~~or ~~of which are highly uncertain and cannot be predicted~~utilities. ~~This~~On ~~situation~~May is8, ~~rapidly~~2020, ~~changing and additional impacts to~~ the ~~business~~Company ~~may~~received ~~arise~~a ~~that~~PPP weloan ~~are~~in ~~not~~the ~~aware~~amount of ~~currently.~~ ~~While the disruption is currently expected to be temporary~~$100, ~~there is uncertainty around the duration~~344. The ~~ultimate impact of~~loan ~~the~~was ~~pandemic~~fully onforgiven ~~the~~in ~~Company’s~~November ~~results~~ of ~~operations, financial position, liquidity, or capital resources cannot be reasonably estimated at this time~~2020.

18On February 11, 2021, WSC received $40,625 from the Paycheck Protection Program. The PPP Loan has a five-year term and bears interest at a rate of 1% per annum and does not require collateral. Monthly principal and interest payments are deferred for ten months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. WSC has not yet applied for forgiveness but believes it will be forgiven.

11On February 14, 2021, ICS received $48,510 from the Paycheck Protection Program. ~~SUBSEQUENT~~The ~~EVENTS~~PPP Loan has a five-year term and bears interest at a rate of 1% per annum and does not require collateral. Monthly principal and interest payments are deferred for ten months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. ICS has not yet applied for forgiveness but believes it will be forgiven.

On ~~November~~March 2216, 2021, SPE received $15,657 from the ~~Company~~Paycheck ~~amended~~Protection ~~its~~Program. ~~stock~~The ~~option~~PPP ~~plan~~Loan tohas a five-year term and bears interest at a rate of 1% ~~increase~~per annum and does not require collateral. Monthly principal and interest payments are deferred for ten months after the ~~number~~date of ~~options~~disbursement. The ~~available~~PPP Loan may be prepaid at any time prior to ~~15,000,000~~maturity with no prepayment penalties. SPE has not yet applied for forgiveness but believes it will be forgiven.

OnContinued ~~November~~impacts 22of the pandemic have had a material adverse impact on our revenues, ~~2021~~earnings, ~~the~~liquidity ~~Company~~and ~~granted~~cash 4flows,~~010~~ and may require additional actions in response,~~000~~ ~~options~~including, but not limited to, 13employee ~~people at~~layoffs, reduced production, or further expense reductions, all in an ~~exercise~~effort ~~price~~to mitigate such impacts. The extent of $0the 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.25S., ~~per~~and ~~option~~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.

~~On December 1, 2021, the Company granted 800,000 options to two investors at an exercise price of $0.25 per option for the cancellation of indebtedness owed by the Company.~~18

1911. SUBSEQUENT EVENTS

On March 3, 2022, the Company issued 300,000 shares of stock at $0.15 per share for a total cash amount of $45,000.

On March 15, 2022, the Company issued 180,000 shares of stock at $0.15 per share for a total cash amount of $45,000.

On April 1, 2022, the Company received $76,000 from an investor and in turn issued a promissory note with an 21% interest rate. This note does not require collateral. Two payments of $1,768 were made during the period ended April 30, 2022.

On April 6, 2022, the Company issued 60,000 shares of stock at $0.25 per share for a total cash amount of $15,000.

On April 12, 2022, the company received $25,000 from another investor and in turn issued a promissory note with an 21% interest rate. This note does not require collateral. No payments were during the period ended April 30, 2022.

On May 12, 2022, Mr. Paul Williams, a member of the Board of Directors of Lux Amber Corp., tendered his resignation as a Board member, and as Vice Chairman and Chief Financial Officer. Mr. Williams will continue to serve the Company for a transition period.

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 fiscal year ended April 30, 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~~Dothan, ~~Texas~~Alabama, is an 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 corporate telephone number is ~~972-~~214-~~9764~~676-5475. The Company’s stock symbol is LXAM.

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

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

LIQUIDITY AND CAPITAL RESOURCES

During the ~~six~~nine-month period ended ~~October~~January 31, ~~2021~~2022, the primary sources of liquidity were cash flows from financing activities, and in particular, issuance of stock and promissory notes.

As of October 31, 2021, the Company had total assets of $3,407,314 consisting of current assets of $277,601, $178,556 in receivables, $85,528 in inventory, $13,517 in prepaid expenses and other current assets, and long-term assets of $2,309,953 in goodwill and other intangibles, $451,136 in fixed assets, $26,965 on other long-term assets, and $341,659 in right of use assets. As of April 30, 2021, the Company had total assets of $3,353,460, consisting of current assets of $112,982 in receivables, $137,211 in inventory, $7,960 in prepaid expenses and other current assets and long-term assets of $2,309,953 in goodwill and other intangibles, and $512,697 in fixed assets and $272,657 in right of use assets.

As of ~~October~~January 31, ~~2021~~2022, the Company had total ~~liabilities~~assets ~~totaling~~of $23,~~820~~150,~~283~~976 ~~including~~consisting of current assets of $293,~~088~~829,~~675~~ which included $27,480 in ~~current~~cash, ~~payables~~$45,279 ~~and~~in ~~accrued~~receivables, $16,103 in inventory, $4,967 in prepaid expenses and other current assets, and long-term assets of $662,~~522~~309,953 in ~~related~~goodwill ~~party~~and ~~payables~~other intangibles, $~~240~~434,~~627~~110 in ~~notes~~fixed ~~payable~~assets, $~~104~~18,~~752~~270 in ~~Paycheck~~other ~~protection~~long-term ~~program loans~~assets, and $~~319~~294,~~707~~814 in right of use ~~liabilities~~assets. As of April 30, 2021, the Company had total ~~liabilities~~assets of ~~totaling~~ $23,~~468~~353,~~547~~460, ~~including~~consisting of current assets of $1112,~~756,156~~982 in ~~accounts~~receivables, ~~payable~~$137,211 ~~and~~in ~~accrued expenses~~inventory, $~~208~~7,~~756~~960 in ~~related~~prepaid ~~party~~expenses ~~payables,~~and other current assets and long-term assets of $~~127~~2,~~624~~309,953 in ~~notes~~goodwill ~~payable~~and other intangibles, and $~~271~~512,~~259~~697 in ~~lease~~fixed ~~liabilities,~~assets and $~~104~~272,~~752~~657 in ~~Paycheck~~right ~~protection~~of ~~program loans~~use assets.

As ~~October~~of January 31, ~~2021~~2022, the Company had ~~an accumulated~~total ~~stockholders’~~liabilities ~~equity~~totaling of$2,974,722 including $~~587~~2,~~031~~354,123 in current payables and accrued expenses, $~~884~~211,~~913~~442 atin related party payables, $21,076 notes payable, $104,752 in Paycheck Protection Program loans, and $283,329 in right of use liabilities. As of April 30, 2021., ~~The~~the ~~increase~~Company had istotal ~~result~~liabilities oftotaling ~~the~~$2,468,547 ~~items~~including ~~discussed~~$1,756,156 ~~below~~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 January 31, 2022, the Company had an accumulated stockholders’ equity of $176,253 and $884,913 at April 30,2021. The decrease is result of the items discussed below.

RESULTS OF OPERATIONS

Comparison of the three and ~~six~~nine-month periods ended ~~October~~January 31, ~~2021~~2022 and ~~October~~January 31, ~~2020~~2021.

Revenues

For the ~~three~~nine-month period ended ~~October~~January 31, ~~2021~~2022, the Company had revenues of $~~433~~1,~~920~~112,022, and $~~396~~816,~~155~~598 for the same period in ~~2020~~2021. The increase in sales is primarily of ~~the~~an ~~result~~increase ofin 1)ICS’s ~~expanded business~~sales ~~with~~of ~~legacy~~approximately ~~customers~~$295,424 due to ~~service~~an ~~additional~~increase ~~Hot~~in ~~Mix~~selling ~~Asphalt~~price ~~Plants~~and ~~under~~new ~~their~~customers. ~~ownership;~~The 2) increase in ~~sales~~the cost ~~price~~of ~~per~~goods ~~unit; 3)~~sold ~~addition~~is ofdue ~~new~~to ~~customers~~an increase in sales volume.

For the ~~six~~three-month period ended ~~October~~January 31, ~~2021~~2022, the Company had revenues of $~~857~~248,~~748~~944, and $~~686~~130,~~415~~183 for the same period in ~~2020~~2021. The increase in sales is primarily the result of 1)an ~~expanded business~~increase ~~with~~in ~~legacy~~ICS’s ~~customers~~sales toof ~~service~~approximately ~~additional~~$118,606 ~~Hot~~due ~~Mix~~to ~~Asphalt~~an ~~Plants~~increase ~~under~~in ~~their~~selling ~~ownership;~~price 2)and ~~increase~~new customers. The increase in ~~sales~~the ~~price~~cost ~~per~~of ~~unit; 3)~~goods ~~addition~~sold ofis ~~new~~due ~~customers~~to an increase in sales volume.

Cost of Goods Sold decreased as a percentage of revenues due to a change in the mix of products sold during the period and increases in the gross selling prices on all the products offered by the company.

Operating Expenses

For the ~~six~~nine-month period ended ~~October~~January 31, ~~2021~~2022, the Company’s had total operating expenses ~~totaled~~of $12,~~082~~089,~~454~~921 which included $~~272~~24,~~639~~629 in product delivery expenses, $~~719~~1,~~302~~944,324 in general and administrative expenses, $1011,~~542~~607 in selling expenses, and $79109,~~971~~362 in depreciation and amortization of assets. For the ~~six~~nine-month period ended ~~October~~January 31, ~~2020~~ 2021, the Company had total operating expenses ~~that~~of ~~totaled~~ $1,~~439~~628,~~745~~240 which included $~~301~~404,~~266~~895 in product delivery expenses, $1,~~027~~038,~~757~~ 304 in general and administrative expenses, $3570,~~755~~450 in selling expenses, and $74114,~~967~~591 in depreciation of assets. The increase in operating expenses is primarily related to 1) increase in stock compensation expense; 2) offset by lower selling expenses; 3) lower product delivery costs.

For the three-month period ended ~~October~~January 31, ~~2021~~2022, the Company’s had total operating expenses ~~totaled~~of $~~544~~988,~~359~~772 which included $~~119~~15,~~424~~475 in product delivery expenses, $~~383~~874,~~144~~730 in general and ~~administrative~~ administrative expenses, $36,~~440~~683 in selling expenses, and $3891,~~351~~884 in depreciation and amortization of assets. For the three-month period ended ~~October~~ January 31, ~~2020~~ 2021, the Company had total operating expenses ~~that~~of ~~totaled~~ $~~771~~188,~~460~~495 which included $~~159~~103,~~285~~629 in product delivery expenses, $~~555~~10,~~979~~547 in general and administrative expenses, $1834,~~513~~695 in selling expenses, and $3739,~~683~~624 in depreciation of assets. The increase in operating expenses is primarily related to 1) increase in stock compensation expense; 2) offset by lower selling expenses; 3) lower product delivery costs.

The decrease is primarily due to 1) Less travel cost due to more efficient use of mobile assets; 2) Shifting the cost burden of delivery to the customer; 3) Improved cost accounting processes; 4) Improved purchasing processes by sourcing raw materials from multiple vendors and buying in larger quantities.

GOING CONCERN

The accompanying consolidated financial 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 October 31, 2021 and has incurred reoccurring losses from operations during the six months ended October 31, 2021. The Company is relying on capital from investors to meet the majority of its operating expenses.

GOING CONCERN

The accompanying consolidated financial 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 31, 2022 and has incurred reoccurring losses from operations during the nine months ended January 31, 2022. 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~~President ~~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-K filed on September 30, 2021, the Company’s Principal Executive Officer and ~~Principal~~President ~~Financial Officer~~ concluded that its internal control over financial reporting was not effective during the 2021 fiscal year.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

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-K for the fiscal year ended April 30, 2021, as filed with the SEC on September 30, 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:

On July 13, 2021, the Company sold 200,000 common shares at $0.50 per share for a total cash amount of $100,000.

On July 23, 2021, the Company sold 100,000 common shares at $0.50 per share for a total cash amount of $50,000.

On July 23, 2021, the Company sold 100,000 common shares at $0.50 per share for an assigned note receivable.

On September 20, 2021, the Company issued 60,000 shares of at $0.33 per share for payment of $20,000 of outstanding payables.

On September 20, 2021, the Company issued 300,000 shares of at $0.33 per share for a total cash amount of $100,000.

On January 11, 2022, the Company issued 683,020 shares at $0.25 per share for a payment of $235,755 of outstanding payables.

On January 11, 2022, the Company issued 500,000 shares at $0.15 per share for a total cash amount of $105,050.

During the period ending January 31, 2022, the Company received $162,500 total cash proceeds for common stock shares to be issued in March of 2022.

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~~President ~~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~~President ~~Financial Officer~~ pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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).

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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: ~~December~~May 1725, ~~2021~~2022

Lux Amber, Corp. By: /s/ E. Thomas Layton E. Thomas Layton, CEO and Director By: /s/ ~~Paul~~Walton OA. ~~Williams~~Ashwander ~~Paul~~Jr. OWalton A. ~~Williams~~Ashwander Jr., ~~CFO~~President and Director

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Filing Compare · Lux Amber, Corp.