UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended:~~January~~July 31, ~~2018~~2020

[ ]_] 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:000-55880

BLACK CACTUS GLOBAL, INC.

(Exact name of registrant as specified in its charter)


Florida	46-2500923
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

~~8275 S. Eastern Avenue,~~207 W. Division Street, Suite ~~200~~137

~~Las Vegas, Nevada 89123~~ Chicago, IL 60622

(Address of principal executive offices, Zip Code)

~~(702) 724-2643~~(773) 683-1671

(Registrant’s telephone number, including area code)

~~not applicable~~ N/A

(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X] No ~~[_]~~[ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ~~[X]~~[_] No ~~[ ]~~[X]

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


Large accelerated filer	[_]	Accelerated filer	[_]
Non-accelerated filer	[_]	Smaller reporting company	[_]X]
~~(Do not check is smaller reporting company)~~		Emerging growth company	[X]_]

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 [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: We had a total of ~~163,250,000~~441,333,707 shares of common stock issued and outstanding at ~~March 26, 2018.~~September 11, 2020.

TABLE OF CONTENTS

FORM 10-Q

PART I – FINANCIAL INFORMATION


Item 1.	Financial Statements	4

	Balance Sheets as of ~~January~~July 31, ~~2018~~2020 and April 30, ~~2017~~2020	4

	Statements of Operations and Comprehensive Loss for the ~~three~~Three Months Ended July 31, 2020 and ~~nine months ended January 31, 2018 and 2017~~2019	5

	Statements of Stockholders’ Deficit for the Three Months Ended July 31, 2020 and 2019	6

	Statements of Cash Flows for the ~~nine months ended January~~Three Months Ended July 31, ~~2018~~2020 and ~~2017~~2019	67

	Notes to Financial Statements	78

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1317

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1620

Item 4.	Controls and Procedures	1721

PART II – OTHER INFORMATION


Item 1.	Legal Proceedings	1721

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities	1721

Item 3.	Defaults Upon Senior Securities	1721

Item 4.	Mine Safety Disclosures	1721

Item 5.	Other Information	1721

Item 6.	Exhibits	1722

SIGNATURES		1823

- 2 -

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, and Section 27A of the Securities Act of ~~1933.~~1933, as amended. Any statements contained in this report that are not statements of historical fact may be forward-looking statements. When we use the words “intends,” “estimates,” “predicts,” “potential,” “continues,” “anticipates,” “plans,” “expects,” “believes,” “should,” “could,” “may,” “will” or the negative of these terms or other comparable terminology, we are identifying forward-looking statements. Forward-looking statements involve risks and uncertainties, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. These factors include our; research and development activities, distributor channel; compliance with regulatory impositions; and our capital needs. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Except as may be required by applicable law, we do not undertake or intend to update or revise our forward-looking statements, and we assume no obligation to update any forward-looking statements contained in this report as a result of new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. You should carefully review and consider the various disclosures we make in this report and our other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our business.

All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law. When used in this quarterly report on Form 10-Q, the terms ~~“Envoy”~~“Black Cactus”, “Company”, “we”, “our”, and “us” refer to ~~Envoy Group Corp.~~Black Cactus Global, Inc.

- 3 -

PART ~~I –~~I. FINANCIAL ~~INFORMATION~~INFORMATION.

ITEM 1. FINANCIAL STATEMENTS

BLACK CACTUS GLOBAL, INC.

~~(Formerly Envoy Group Corp.)~~

BALANCE SHEETS

(Expressed in U.S. Dollars)

January 31,

April 30,

2018

2017

(Unaudited)

(Audited)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$
11,556

$
3

Prepaid expenses and other assets (Note 6)

388,192

—

TOTAL ASSETS

$
399,748

$
3

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued liabilities

$
79,184

$
37,151

Advances payable (Note 8)

295,000

—

Amount payable for BitReturn (Note 12)

350,000

—

Convertible debentures (Note 10)

12,161

—

Due to related parties (Note 7)

321,217

1,872

Loans payable (Note 9)

37,254

32,916

Total Current Liabilities

1,094,816

71,939

Loans payable (Note 9)

—

33,782

Total Liabilities

1,094,816

105,721

STOCKHOLDERS’ DEFICIT

Preferred stock, $0.0001 par value; 10,000,000 shares authorized, of which 10,000 shares designated as Series A, no shares issued and outstanding (Note 14)

—

—

Common stock, $0.0001 par value; 490,000,000 shares authorized; 161,250,000 and 83,000,000 shares issued and 158,050,000 and 83,000,000 shares outstanding as of January 31, 2018 and April 30, 2017, respectively (Note 14)

15,805

8,300

Shares issuable

760,832

14,000

Additional paid-in capital

9,627,699

74,559

Accumulated deficit

(11,099,404
)

(202,577
)
Total Stockholders’ Deficit

(695,068
)

(105,718
)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$
399,748

$
3


	July 31,			April 30,
	2020			2020
	(Unaudited)			(Audited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	—		$	—
Prepaid expenses and other assets (Note 5)		4,925			5,331
TOTAL ASSETS	$	4,925		$	5,331

LIABILITIES

CURRENT LIABILITIES
Accounts payable and accrued liabilities (Note 7)	$	485,575		$	380,150
Amount payable for BitReturn (Note 10)		350,000			350,000
Convertible debentures (Note 9)		2,233,658			2,091,477
Loans payable (Note 8)		146,360			88,816
Total Liabilities		3,215,593			2,910,443

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, of which 10,000 shares designated as Series A, no shares issued and outstanding (Note 12)		—			—
Common stock, $0.0001 par value; 490,000,000 shares authorized; 400,283,740 and 166,073,296 shares issued and outstanding as of July 31, 2020 and April 30, 2020, respectively (Note 12)		40,029			16,608
Shares issuable (Notes 11(a), 11(d))		494,498			420,000
Additional paid-in capital		8,888,204			7,740,573
Accumulated deficit		(12,633,399	)		(11,082,293	)
Total Stockholders’ Deficit		(3,210,668	)		(2,905,112	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	4,925		$	5,331

Going ~~Concern~~concern (Note 2)

~~Commitment~~Commitments (Note ~~13)~~11)

Subsequent ~~Events~~events (Note ~~15)~~14)

The accompanying notes are an integral part of these unaudited financial statements.

- 4 -

BLACK CACTUS GLOBAL, INC.

~~(Formerly Envoy Group Corp.)~~

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in U.S. Dollars)

(Unaudited)

For the Three Months
Ended January 31,

For the Nine Months
Ended January 31,

2018

2017

2018

2017

OPERATING EXPENSES

Black Cactus license fee

$
6,600,000

$
—

$
6,600,000

$
—

Consulting (Note 9)

937,691

—

1,638,639

—

General and administrative

49,075

28,851

71,267

48,096

Investor relations

78,917

—

78,917

—

Professional fees

52,525

—

142,683

—

Product development and website costs (Note 12)

460

—

2,349,123

—

TOTAL OPERATING EXPENSES

$
(7,718,668
)
$
(28,851
)
$
(10,880,629
)
$
(48,096
)

Accretion of discounts on convertible debentures

(12,161
)

—

(12,161
)

—

Interest expense

(4,037
)

—

(4,037
)

—

NET LOSS AND COMPREHENSIVE LOSS

$
(7,734,866
)
$
(28,851
)
$
(10,896,827
)
$
(48,096
)

NET LOSS PER COMMON SHARE,
BASIC AND DILUTED

$
(0.05
)
$
(0.00
)
$
(0.10
)
$
(0.00
)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING,
BASIC AND DILUTED

154,011,413

81,728,000

113,200,543

80,576,000


	For the Three Months Ended July 31,
	2020			2019

OPERATING EXPENSES
General and administrative	$	7,327		$	748
Foreign exchange loss		1,005			—
License fee (Note 11(d))		1,245,550			—
Professional fees		154,413			2,400

TOTAL OPERATING EXPENSES	$	(1,408,295	)	$	(3,148	)

OTHER EXPENSES
Accretion of discounts on convertible debentures (Note 9)		(6,365	)		—
Interest expense		(136,446	)		(116,517	)

NET LOSS AND COMPREHENSIVE LOSS	$	(1,551,106	)	$	(119,665	)

NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(0.01	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		191,530,953			166,073,296

The accompanying notes are an integral part of these unaudited financial statements.

- 5 -

BLACK CACTUS GLOBAL, INC.

~~(Formerly Envoy Group Corp.)~~

STATEMENTS OF ~~CASH FLOWS~~STOCKHOLDERS’ DEFICIT

(Expressed in U.S. Dollars)

(Unaudited)

For the Nine Months Ended
January 31,

2018

2017

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$
(10,896,827
)
$
(48,096
)
Adjustments to reconcile net loss to net cash used in operating activities:

Accretion of loan discounts

2,947

1,261

Accretion of convertible debt discount

12,161

—

Issuance of common stock for BitReturn (Note 12)

1,900,000

—

Issuance of common shares for services

602,833

—

Issuance of common shares for license agreement (Note 11)

6,600,000

—

Shares issuable for services

660,000

—

Changes in operating assets and liabilities:

Prepaid expenses

(284,025
)

—

Accounts payable and accrued liabilities

41,663

94

Amount payable for BitReturn

350,000

—

Net Cash Used in Operating Activities

(1,011,248
)

(46,741
)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from advances payable

295,000

—

Advances from related party, net of repayments

321,620

(20,258
)
Proceeds from issuance of common stock

—

30,000

Proceeds from issuance of convertible debt, net of debt financing costs

440,000

—

Proceeds from (repayments of) loans payable

(32,474
)

38,075

Net Cash Provided by Financing Activities

1,024,146

47,817

Net effect of exchange rate changes on cash

(1,345
)

(974
)

Net Increase in Cash and Cash Equivalents

11,553

102

Cash and Cash Equivalents, Beginning of Period

3

—

Cash and Cash Equivalents, End of Period

$
11,556

$
102

SUPPLEMENTARY CASH FLOW INFORMATION:

Interest paid

$
—

$
—

Income taxes paid

$
—

$
—


									Additional					Total
	Preferred Stock			Common Stock			Shares		Paid-in		Accumulated			Stockholders’
	Shares	Amount		Shares	Amount		Issuable		Capital		Deficit			Deficit

Balance – April 30, 2019	—	$	—	166,073,296	$	16,608	$	420,000	$	7,696,236	$	(10,485,728	)	$	(2,352,884	)

Net loss for the period	—		—	—		—		—		—		(119,665	)		(119,665	)

Balance – July 31, 2019	—	$	—	166,073,296	$	16,608	$	420,000	$	7,696,236	$	(10,605,393	)	$	(2,472,549	)


									Additional					Total
	Preferred Stock			Common Stock			Shares		Paid-in		Accumulated			Stockholders’
	Shares	Amount		Shares	Amount		Issuable		Capital		Deficit			Deficit

Balance – April 30, 2020	—	$	—	166,073,296	$	16,608	$	420,000	$	7,740,573	$	(11,082,293	)	$	(2,905,112	)

Issuance of common shares for license agreement	—		—	234,210,444		23,421		74,498		1,147,631		—			1,245,550

Net loss for the period	—		—	—		—		—		—		(1,551,106	)		(1,551,106	)

Balance – July 31, 2020	—	$	—	400,283,740	$	40,029	$	494,498	$	8,888,204	$	(12,633,399	)	$	(3,210,668	)

The accompanying notes are an integral part of these unaudited financial statements.

- 6 -

BLACK CACTUS GLOBAL, INC.

STATEMENTS OF CASH FLOWS

(Expressed in U.S. Dollars)

(Unaudited)


	For the Three Months Ended July 31,
	2020			2019

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,551,106	)	$	(119,665	)
Adjustments for non-cash amounts expensed:
Accretion of convertible debt discount		6,365			—
Accrued interest on debentures		135,816			115,887
Issuance of common shares for license agreement		1,245,550			—

Changes in operating assets and liabilities:
Prepaid expenses		406			—
Accounts payable and accrued liabilities		105,425			3,778

Net Cash Used in Operating Activities		(57,544	)		—

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from loans payable		57,544			—

Net Cash Provided by Financing Activities		57,544			—

Change in Cash and Cash Equivalents		—			—

Cash and Cash Equivalents, Beginning of Period		—			—

Cash and Cash Equivalents, End of Period	$	—		$	—

SUPPLEMENTARY CASH FLOW INFORMATION:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

The accompanying notes are an integral part of these unaudited financial statements.

- 7 -

1. NATURE OF BUSINESS

Black Cactus Global, Inc. ~~(formerly Envoy Group Corp.) (the “Company”),~~ was incorporated in the State of Florida on April 8, 2013. The address of the head office is 207 W. Division Street, Suite ~~200, 8275 South Eastern Avenue, Las Vegas, Nevada 89123. In December 2017, the Company acquired an exclusive software license for the Black Cactus~~137, Chicago, IL 60622. The Company’s plan is to develop a blockchain development software platform and related intellectual property (the “Software”) and the Agreement includes a contract with the CEO of Black Cactus LLC to become a Director and Officer of the Company. The Company plans to use the Software platform to create a crypto trading exchange to support crypto and fiat currencies, music publishing, distribution, supply chain, medical research and trials (refer to Note 11).technology business. On December 4, 2017, the Company changed its name from Envoy Group Corp. to ~~“Black~~Black Cactus Global, Inc.”.

2. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has ~~had no~~not generated revenue or cash flow from operations ~~and only incurred losses~~ since inception. As at ~~January~~July 31, ~~2018,~~2020, the Company has a working capital deficiency of ~~$695,068~~$3,210,668 and an accumulated deficit of ~~$11,099,404. In view of these matters,~~$12,633,399. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise sufficient financing to acquire or develop a profitable business. The Company intends to finance its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including related party advances and term notes until such time that funds provided by operations are sufficient to fund working capital requirements. ~~These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.~~ The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. The Company’s operations have not been drastically affected by the pandemic. Management continues to monitor the situation and is following the protocols and rules set in place by local, state and federal governments.

3. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

These unaudited financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and are expressed in United States dollars. The Company’s fiscal year-end is April 30.

These interim unaudited financial statements have been prepared in accordance with US GAAP for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by US GAAP to complete financial statements. Therefore, these interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, ~~2017,~~2020, included in the Company’s Annual Report on Form 10-K filed with the SEC.

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at ~~January~~July 31, ~~2018,~~2020, and the results of its operations for the three ~~and nine~~ months ended ~~January~~July 31, ~~2018~~2020 and cash flows for the ~~nine~~three months ended ~~January~~July 31, ~~2018.~~2020. The results of operations for the period ended ~~January~~July 31, ~~2018~~2020 are not necessarily indicative of the results to be expected for future quarters or the full year.

The significant accounting policies followed are:

USE OF ESTIMATES

The preparation of financial statements in conformity with US GAAP 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. The Company regularly evaluates estimates related to fair value measurements, stock-based compensation and deferred income tax asset valuation allowance. Actual results could differ from those estimates.

- 8 -

FOREIGN CURRENCY TRANSLATION

The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

FINANCIAL INSTRUMENTS

ASC 825, “Financial Instruments”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:

~~- 7 -~~

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The financial instruments consist principally of cash and cash equivalents, accounts payable, ~~advances~~amount payable, ~~due to related party,~~ loans payable and convertible debentures. The fair value of cash and cash equivalents when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Derivative liabilities are determined based on “Level 2” inputs, which are significant and observable. The Company believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as of ~~January~~July 31, ~~2018~~2020 and April 30, ~~2017:~~2020:


	Fair Value Measurements Using

	Quoted Prices in	Significant				Fair Value Measurements Using
	Active Markets	Other	Significant			Quoted Prices in	Significant
	For Identical	Observable	Unobservable	Balance as of	Balance as of	Active Markets	Other	Significant
	Instruments	Inputs	Inputs	January 31,	April 30,	For Identical	Observable	Unobservable	Balance as of	Balance as of
	(Level 1)	(Level 2)	(Level 3)	2018	2017	Instruments	Inputs	Inputs	July 31,	April 30,
						(Level 1)	(Level 2)	(Level 3)	2020	2020
Assets:
Cash and cash equivalents	$ 11,556	$ —	$ —	$ 11,556	$ 3	$ —	$ —	$ —	$ —	$ —

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit quality financial institutions.

CASH AND CASH EQUIVALENTS

All cash investments with an original maturity of three months or less are considered to be cash equivalents.

- 9 -

INCOME TAXES

The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding. As of July 31, 2020, the Company had 1,037,389,680 (April 30, 2020 – 899,864,545) dilutive potential common shares.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company has implemented all new mandatory accounting pronouncements that are in effect and there has been no significant impact on its financial statements. The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

4. FINANCIAL RISK FACTORS

LIQUIDITY RISK

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at ~~January~~July 31, ~~2018,~~2020, the Company has a ~~cash balance~~working capital deficiency of ~~$11,556~~$3,210,668 and requires additional funding to meet its current ~~liabilities of $1,094,816.~~obligations. The Company’s current obligations include accounts payable and accrued liabilities and amount payable which have contractual maturities of less than 60 days and are subject to normal trade ~~terms.~~terms, loans payable which are due on demand, and convertible debentures which have defaulted and are due on demand. The Company requires additional financing to meet its current obligations. The ability of the Company to continue to identify and evaluate feasible business opportunities, develop products and generate working capital is dependent on its ability to secure additional equity or debt financing.

~~- 8 -~~

FOREIGN EXCHANGE RISK

Foreign exchange risk is the risk that the Company will be subject to foreign currency fluctuations in satisfying obligations related to foreign activities. Loans payable to unrelated third parties may be denominated in Canadian dollars. Foreign exchange risk arises from purchase transactions as well as financial assets and liabilities denominated in these foreign currencies. The Company does not use derivative instruments to hedge exposure to foreign exchange rate risk. However, management of the Company believes there is no significant exposure to foreign currency fluctuations.

5. ~~EQUIPMENT~~

On June 22, 2017, the Company purchased computer equipment totaling $364,590. The equipment was pledged as security on a loan (See Note 7(b)). Pursuant to the terms of the loan, should the loan remain unpaid past September 30, 2017, the lender would take sole possession of the equipment. The Company did not make the required payment and the equipment was returned to the lender. As at January 31, 2018 the Company had no equipment.

6. PREPAID EXPENSES AND OTHER ASSETS

The Company’s prepaid expenses and other assets consists of deposits, retainers and advance payments for various services including investor relations, legal, marketing and other costs.

7.6. RELATED PARTY TRANSACTIONS AND BALANCES


~~(a)~~	As at January 31, 2018, the Company was indebted to the majority shareholder in the amount of $321,217 (April 30, 2017- $1,872) for advances of working capital and expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.

~~(b)~~	On June 22, 2017, the Company entered into a secured loan with a corporation with a significant shareholder for a loan up to CAD$450,000 for the purpose of purchasing digital currency mining hardware (“Mining Hardware”). The loan was non-interest bearing and due on August 31, 2017. The Mining Hardware purchased with the loaned The Company has entered into agreements to borrow funds is held as collateral until the loan amount has been fully repaid. Furthermore, revenue produced by the Mining Hardware purchased with the loaned funds is to be paid to the Lender until the loaned funds are repaid in full. Should the loan remain unpaid past September 30, 2017, the Lender will take sole possession of the Mining Hardware, in lieu of the loan. As at September 30, 2017, the Company had not made the required payment of the loan and the Lender took sole possession of the Mining Hardware (refer to Note 5).

~~8. ADVANCES PAYABLE~~

~~On December 20, 2017, the Company received $295,000~~ from Bellridge Capital L.P. ~~as an advance relating to the second tranche~~(“Bellridge”), a shareholder of the ~~Securities Purchase Agreement (refer to~~Company. The arrangements, balances and transactions are described in Notes 108(d), 9, 11(b), 11(c) and ~~15)~~11(d).

9.- 10 -

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following:


	July 31, 2020		April 30, 2020

Accounts payable	$	398,251	$	295,273
Accrued liabilities		87,324		84,877
	$	485,575	$	380,150

8. LOANS PAYABLE

The balance presented for loans payable consist of the following amounts:


(a)	On July 15, 2016, the Company entered into a loan agreement for a principal balance of up to $50,000 at any given time. The amount is unsecured, non-interest bearing and was due on July 15, 2018. As at ~~January~~July 31, ~~2018,~~2020, the Company has received gross loan proceeds of ~~$54,716.~~$54,176. Upon receipt of the funds, the Company recorded fair value discounts of $6,836. During the year ended April 30, 2017, the Company repaid $10,600 of principal and recognized accretion of the discount of $2,067. During the ~~nine months~~year ended ~~January 31,~~April 30, 2018, the Company repaid $5,000 of principal and recognized accretion of the discount of ~~$2,947.~~$3,918. During the year ended April 30, 2019, the Company repaid $nil of principal and recognized accretion of the discount of $851. At ~~January~~July 31, ~~2018,~~2020, the net carrying value of the loan was ~~$36,754.~~$38,576 (April 30, 2020 - $38,576) which is due on demand.

(b)	As at ~~January~~July 31, ~~2018,~~2020, the Company was indebted for loans amounting to $500 (April 30, ~~2017~~2020 - ~~$24,129)~~$500). The amounts are unsecured, non-interest bearing and due on demand.

(c)	On February 14, 2018, the Company entered into a loan agreement for a principal balance of $25,000. The loan bears interest at 10% per annum and was due on February 13, 2019. The loan remains unpaid at July 31, 2020.

(d)	As at ~~January~~July 31, ~~2018,~~2020, the Company was indebted for loans ~~in the amount of $nil~~amounting to $82,284 (April 30, ~~2017~~2020 - ~~$8,786 (CAD $12,000)~~$24,740) owing to Bellridge Capital L.P. (“Bellridge”). The ~~amount is~~amounts are unsecured, non-interest bearing and due on demand.

9. CONVERTIBLE DEBENTURES


(a)	On November 27, 2017, the Company entered into and closed on a Securities Purchase Agreement (“SPA”) with Bellridge Capital L.P. (“Bellridge”), pursuant to which the Company issued a senior secured convertible promissory note in the aggregate principal amount of $526,316 (“Note”) for an aggregate purchase price of $500,000, net of a $26,316 original issue discount (“OID”) and $10,000 of legal fees. The Company also incurred additional debt issuance costs of $50,000. The total debt issue costs of $86,316 have been netted against the principal and will be amortized over the term of the loan using the effective interest method. In addition, the Company issued 7,894,737 warrants to Bellridge exercisable after a period of six months at an exercise price equal to the lesser of (i) $0.10 per share and (ii) 70% of the lowest traded price of the Company’s common stock during the prior twenty consecutive trading days. The Company also agreed to issue 2,793,296 shares to Bellridge in connection with the loan. The interest on the outstanding principal due under the Note accrued at a rate of 5% per annum. All principal and accrued interest under the Note was due on November 27, 2018 and is convertible into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $0.10 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date.

	The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The terms of the contracts did not permit net settlement, as the shares delivered upon conversion are not readily convertible to cash. The Company’s trading history indicated that the shares are thinly traded and the market would not absorb the sale of the shares issued upon conversion without significantly affecting the price. As the conversion features would not meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25, the conversion features were not required to be separated from the host instrument and accounted for separately. As a result, at July 31, 2020, the conversion features and non-standard anti-dilutions provisions would not meet derivative classification.

- 911 -

~~10. CONVERTIBLE DEBENTURES~~

On November 27, 2017 the entered into and closed on a Securities Purchase Agreement (“SPA”) with Bellridge Capital L.P. (“Bellridge”), pursuant to which the Company issued a senior secured convertible promissory note in the aggregate principal amount of $526,316 (“Note”) for an aggregate purchase price of $500,000, net of a $26,316 original issue discount and $10,000 of legal fees. The Company also incurred additional debt issuance costs of $50,000. The total debt issue costs of $86,316 have been netted against the principal and will be amortized over the term of the loan using the effective interest rate method. In addition, the Company issued 7,894,737 warrants to Bellridge with a term of six months at an exercise price equal to the lesser of (i) $.10 per share and (ii) 70% of the lowest traded price of the Company’s common stock during the prior twenty consecutive trading days. The Company also agreed to issue 2,793,296 shares to Bellridge in connection with the loan. The interest on the outstanding principal due under the Note accrues at a rate of 5% per annum. All principal and accrued interest under the Note is due on November 27, 2018 and is convertible into shares of the Company’s Common Stock at a conversion price equal to the lesser of (i) $0.10 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date.

The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The terms of the contracts do not permit net settlement, as the shares delivered upon conversion are not readily convertible to cash. The Company’s trading history indicated that the shares are thinly traded and the market would not absorb the sale of the shares issued upon conversion without significantly affecting the price. As the conversion features would not meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25, the conversion features are not required to be separated from the host instrument and accounted for separately. As a result, at January 31, 2018, the conversion features and non-standard anti-dilutions provisions would not meet derivative classification.

The relative fair values of the convertible note, the warrants and the shares were $140,733, $284,751 and $100,832, respectively. The effective conversion price was then determined to be $0.063. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company recognized the relative fair value of the shares issuable of $100,832 and an equivalent discount that reduced the carrying value of the convertible debt to $425,484. The Company then recognized the relative fair value of the warrants of $284,751 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $140,733. The beneficial conversion feature of $54,417, the OID of $26,316 and debt financing costs of $60,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. During the nine months ended January 31, 2018, the Company recorded accretion of discount of $12,161 increasing the carrying value of the loan to $12,161. As at January 31, 2018, the Company has recorded accrued interest of $4,037 (2017 - $nil).

As part of the SPA, Bellridge is loaning the Company a minimum of $500,000 to a maximum of $1,500,000.00 (“Loan”). The first tranche was the $500,000 in form of the Note above. The next tranche of $500,000 will be due in 5 days after the Company receives its first comments concerning the registration statement to be filed and the final tranche of $500,000 will be funded upon the effectiveness of the registration statement that we will file covering the shares of our common stock issuable upon conversion of the notes. Refer to Note 15 for an amendment to the second tranche of the Loan.

In connection with the Note and SPA, the Company also entered into a Registration Rights Agreement obligating the Company to register the shares issuable upon conversion of the Note with the Securities and Exchange Commission. The Company also issued security agreements whereby it granted Bellridge a security interest in its assets and intellectual property. The obligations of the Company to repay the Note are guaranteed by the Company’s subsidiaries. The Company will utilize the proceeds of the Bellridge loan to support its proposed development of the software license obtained from Black Cactus

~~11. LICENSE~~

On November 6, 2017 the Company issued 60,000,000 shares of common stock with a fair value of $6,600,000 pursuant to the terms of an Exclusive Software License Agreement (the “Agreement”) with Black Cactus Holdings, LLC (“Black Cactus LLC”) to acquire an exclusive software license for the Black Cactus blockchain development software platform and related intellectual property (the “Software”) and the Agreement includes a service contract with the CEO of Black Cactus LLC to join the Company as a director and officer. The Company plans to use the Software platform to create a crypto trading exchange to support crypto and fiat currencies, music publishing, distribution, supply chain, medical research and trials. The term of the Agreement will remain in effect in perpetuity. In addition, the Company agreed to pay Black Cactus a royalty in the amount of 5% of the net revenue received from the sublicense of the Software and any revenues generated from the use of the Software including other intellectual property that the Company licensed from Black Cactus LLC pursuant to the terms of the Agreement.
The relative fair values of the convertible note, the warrants and the shares were $140,733, $284,751 and $100,832, respectively. The effective conversion price was then determined to be $0.063. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company recognized the relative fair value of the shares issuable of $100,832 and an equivalent discount that reduced the carrying value of the convertible debt to $425,484. The Company then recognized the relative fair value of the warrants of $284,751 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $140,733. The beneficial conversion feature of $54,417, the OID of $26,316 and debt financing costs of $60,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount was being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging.
On November 27, 2018, the Company defaulted on the convertible note, resulting in the note becoming immediately due and payable. Upon default, the interest rate increased to 29% per annum and the Company incurs a late fee at an interest rate equal to 18% per annum on any overdue and unpaid interest under the convertible note. Additionally, the total amount owed on the convertible note upon default is equal to 130% of the outstanding principal and accrued and unpaid interest. During the year ended April 30, 2019, the Company recorded a 30% principal increase of $157,895 as a result of default, increasing the carrying value of the loan to $684,211. As at July 31, 2020, the Company has recorded accrued interest of $440,005 (April 30, 2020 - $372,243).
(b)
On April 2, 2018, April 5, 2018 and April 13, 2018, the Company amended (the “Amendments”) the November 27, 2017 Securities Purchase Agreement. Pursuant to the Amendments the Company issued Bellridge warrants to purchase 85,000,000 shares of the Company’s common stock at an exercise price of $0.10 per share. The Company also issued a senior secured convertible promissory note in the aggregate principal amount of $315,790 (“Note”) for an aggregate purchase price of $295,000, net of a $15,790 OID and $5,000 of legal fees. The Company also incurred additional debt issuance costs of $30,000 and issued a warrant to purchase 560,717 shares of the Company’s common stock at an exercise price of $0.10 per share. The total debt issue costs of $50,672 have been netted against the principal and will be amortized over the term of the loan using the effective interest method. The interest on the outstanding principal due under the Note accrued at a rate of 5% per annum. All principal and accrued interest under the Note was due on December 20, 2018 and was convertible into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $0.10 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date.
The relative fair values of the convertible note, the warrants and the shares were $6,208, $118 and $258,674, respectively. The effective conversion price was then determined to be $0.001. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company recognized the relative fair value of the warrants of $258,792, as additional-paid-in capital and an equivalent discount that reduced the carrying value of the convertible debt to $56,998. The beneficial conversion feature of $6,208, the OID of $15,790 and debt financing costs of $35,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging.
On December 20, 2018, the Company defaulted on the convertible note, resulting in the note becoming immediately due and payable. Upon default, the interest rate increased to 29% per annum and the Company incurs a late fee at an interest rate equal to 18% per annum on any overdue and unpaid interest under the convertible note. Additionally, the total amount owed on the convertible note upon default is equal to 130% of the outstanding principal and accrued and unpaid interest. During the year ended April 30, 2019, the Company recorded a 30% principal increase of $94,737 as a result of default, increasing the carrying value of the loan to $410,527. As at July 31, 2020, the Company has recorded accrued interest of $246,641 (April 30, 2020 - $206,584).
(c)
On June 1, 2018, the Company issued a senior secured convertible promissory note in the aggregate principal amount of $210,527 (“Note”) for an aggregate purchase price of $200,000, net of a $10,527 OID. The Company also incurred additional debt issuance costs of $20,000. The total debt issue costs of $30,527 have been netted against the principal and will be amortized over the term of the loan using the effective interest method. The interest on the outstanding principal due under the Note accrues at a rate of 5% per annum. All principal and accrued interest under the Note is due on June 1, 2019 and is convertible into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $0.10 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date.

- 1012 -


	As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company then recognized the beneficial conversion feature of $144,908 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $65,619. The OID of $10,570 and debt financing costs of $20,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $35,092. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging.

	On December 20, 2018, the Company defaulted on the convertible note, resulting in the note becoming immediately due and payable. Upon default, the interest rate increased to 29% per annum and the Company incurs a late fee at an interest rate equal to 18% per annum on any overdue and unpaid interest under the convertible note. Additionally, the total amount owed on the convertible note upon default is equal to 130% of the outstanding principal and accrued and unpaid interest. During the year ended April 30, 2019, the Company recorded a 30% principal increase of $63,158 as a result of default, increasing the carrying value of the loan to $273,685. As at July 31, 2020, the Company has recorded accrued interest of $161,762 (April 30, 2020 - $135,152).

	As part of the SPA, Bellridge is loaning the Company a minimum of $500,000 to a maximum of $1,500,000 (“Loan”). The first three tranches were the $1,000,000 in the form of the Notes above. The next and final tranche of $500,000 will be funded upon the effectiveness of the registration statement that the Company is required to file covering the shares of common stock issuable upon conversion of the Notes.

	As part of the Bellridge Agreements, the Company also executed Registration Rights Agreement, Intellectual Property Security Interest Agreement, Subsidiary Guaranty and a Security Interest Agreement in all the Company’s assets to Bellridge.

(d)	On February 20, 2020, the Company entered into an additional securities purchase agreement with Bellridge, pursuant to which the Company issued a convertible promissory note in the aggregate principal amount of $54,271 (“Note”) for an aggregate purchase price of $44,337, net of a $4,934 OID and $5,000 of legal fees. The total debt issue costs of $9,934 have been netted against the principal and will be amortized over the term of the loan using the effective interest method. The interest on the outstanding principal due under the Note accrues at a rate of 10% per annum. All principal and accrued interest under the Note is due on February 20, 2021. At any time after 180 days from the issuance date, the Note is convertible into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $0.0047 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date.

	As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company then recognized the beneficial conversion feature of $44,337 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $9,934. The OID of $4,934 and debt financing costs of $5,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. During the three months ended July 31, 2020, the Company recorded accretion of discount of $6,365 increasing the carrying value of the loan to $14,385. As at July 31, 2020, the Company has recorded accrued interest of $2,442 (April 30, 2020 - $1,055).

~~12.~~

10. PRODUCT DEVELOPMENT AND WEBSITE COSTS

On June 18, 2017, the Company entered into a Definitive Acquisition Agreement involving the internet domain and brand BitReturn. The Agreement ~~represents~~represented the Company’s development of a plan to create a technology business in mining digital currency with an operating name of BitReturn. The Company issued 10,000,000 shares of restricted common stock with a fair value of $1,900,000 as payment under the terms of the Agreement, which ~~have been~~was recognized as and included in product development and website ~~costs.~~costs in fiscal 2018. The Company is also to make cash payments totaling $350,000 under the terms of the Agreement, and as at ~~January~~July 31, ~~2018,~~2020, $350,000 (April 30, 2020 - $350,000) is recorded as an amount payable for BitReturn. ~~Product development and website expenses represent costs of acquiring~~During the ~~brand BitReturn, development of~~year ended April 30, 2019, the ~~crypto currency~~Company determined it would not proceed with its plan to create a technology business in mining ~~product, and creation of the website. These costs do not meet the criteria for capitalization, and therefore have been treated as an operating expense.~~digital currency.

~~13.~~- 13 -

11. COMMITMENTS


(a)	On ~~July 1, 2017,~~February 14, 2018, the Company entered into an Employment Agreement with a ~~Strategic Management and Advisory~~term of three years. Pursuant to the Employment Agreement, ~~for consulting services and investor relations services to be provided over a period of twelve months commencing July 1, 2017. In consideration,~~ the Company ~~will pay a total monthly fee of $3,000 cash and~~agreed to issue ~~a total of 1,000,000 shares of common stock. On July 26, 2017, the Company issued 1,000,000~~8,000,000 shares of common stock ~~with~~and pay the employee GBP250,000 in exchange for services. On July 9, 2018, the Company and the employee entered into a Settlement and General Release Agreement pursuant to which, the Company agreed to issue the employee 6,000,000 shares of common stock in exchange for release from the Employment Agreement and the fair value of ~~$250,000, which has been recorded as a prepaid expense and will be amortized over the term~~$420,000 of the ~~agreement (Refer~~shares issuable (refer to Note ~~15). During the nine months ended January 31, 2018, the Company recognized $145,833 of consulting expense.~~12) was expensed in July 2018.

(b)	On ~~November 8, 2017,~~August 24, 2019, the Company entered into a ~~Financial Advisor~~Software License Agreement (“License Agreement”) with ~~an unrelated third party~~Charteris, Mackie, Baillie & Cummins Limited (“CMBC Limited”) to acquire a non-exclusive license for ~~consulting services~~Black Cactus blockchain development software platform and ~~investor relations services~~related intellectual property (“Software”) which are licensed to ~~be provided over a period of three months commencing November 8, 2017. In~~CMBC Limited from Black Cactus LLC. As consideration, ~~the Company will pay an initial fee of $20,000 cash. In addition, if the Company closes any transactions made with any introduction made by the unrelated third party,~~ the Company shall pay ~~an industry-standard cash fee~~CMBC Limited a royalty in the amount of ~~10% on all equity or equity-linked capital invested, which will be recorded as debt financing costs. On November 27, 2017, entered into and closed~~five percent (5%) of the gross revenue received from the sublicense of the Software (“royalty”), due on a quarterly basis, and issue or assign an equivalent number of common shares to CMBC Limited that will represent 60% of the then issued shares of the Company. In addition, the Company will issue an option for CMBC Limited to acquire additional shares at par value $(0.0001) per share up to 60% of any shares issued under the existing Securities Purchase Agreements with Bellridge (Note 9). The closing of the License Agreement was conditional on the Company obtaining a written agreement with Bellridge to increase its line of credit from $1,500,000 to $5,000,000 (Note 9), and the assignment of a separate Software License Agreement between CMBC Limited and Benchmark Advisors Limited (“Benchmark”) originally granted to Benchmark on February 20, 2019. The closing of the License Agreement was completed on July 21, 2020 (refer to Note ~~10) whereby the introduction was made by the unrelated third party. During the nine months ended January 31, 2018, the Company recognized $50,000 of debt financing costs (refer to Note 10)~~11(d)).

(c)	On ~~December 19, 2017,~~November 15, 2019, the Company entered into an Assignment Agreement with CMBC Limited to acquire the assignment of a ~~Business Development Consultant Agreement~~non-exclusive software license (“License”) for ~~consulting services to~~Software from Benchmark. As consideration for the assignment of the License, CMBC will be ~~provided over a period~~paid $250,000 directly from Bellridge on behalf of ~~twelve months commencing December 19, 2017. In consideration,~~ the Company ~~will pay a total monthly fee~~as part of ~~10,000 GBP cash and issue a total~~the increased line of ~~2,000,000 shares~~credit of ~~common stock. Subsequent~~$5,000,000. The closing of the Assignment Agreement was completed on July 21, 2020 (refer to January 31, 2018, the Company issued 2,000,000 shares of common stock with a fair value of $660,000. During the nine months ended January 31, 2018, the Company recognized $660,000 of consulting expense.Note 11(d)).

(d)	On ~~January 4, 2018,~~June 29, 2020, the Company and CMBC Limited entered into ~~an Equity Research Service~~a waiver and agreement (the “Waiver Agreement”), pursuant to which the Company and CMBC Limited agreed to close the License Agreement ~~for investor relations services~~dated August 24, 2019 (Note 11(b)) and the Assignment Agreement dated November 15, 2019 (Note 11(c)). Pursuant to ~~be provided over a period~~the Waiver Agreement, CMBC Limited, among other things, waived all of ~~twelve months commencing January 4, 2017.~~ the conditions that had not been satisfied in order to consummate the closings of the license and assignment pursuant to the License Agreement and the Assignment Agreement.

	In consideration, the Company ~~will issue a total~~authorized the issuance of ~~150,000~~249,109,944 restricted shares of the Company’s common stock, to Black Cactus Holdings LLC, the designee of CMBC Limited, to be issued in two certificates each in the name of “Black Cactus Holdings LLC”, as follows: (i) one certificate representing 174,109,944 shares of common ~~stock.~~ stock, which was issued and delivered to Black Cactus Holdings LLC, and (ii) one certificate representing 75,000,000 shares of common stock, which was supposed to be issued to Black Cactus Holdings LLC, but was reduced to 60,100,500 shares of common stock because the Company does not currently have enough authorized and unissued shares of common stock to issue all of such shares. The Company intends to issue the remaining shares of common stock to Black Cactus Holdings LLC as soon as they become available. The certificate for 60,100,500 shares is being held in escrow by the Company, and the certificate for the additional shares of common stock will also be held in escrow by the Company, until such time as certain shares of common stock have been cancelled on the certified shareholder records of the Company or as otherwise provided in the Waiver Agreement.

	On ~~January 16, 2017,~~July 21, 2020, the Company issued ~~150,000~~two certificates representing 174,109,944 shares of common stock and 60,100,500 shares of common stock (refer to Note 12) with an aggregate fair value of $1,171,052 and recognized the remaining unissued 14,899,500 shares of common stock as shares issuable with a fair value of ~~$57,000, which has been recorded as a prepaid expense and will be amortized over~~$74,498. Management determined that the ~~term~~future economic benefits of the ~~agreement. During the nine months ended January 31, 2018,~~license acquired are not probable upon acquisition and the Company ~~recognized $4,750~~expensed the acquisition fee of ~~consulting expense.~~$1,245,550 as incurred.

~~14. STOCKHOLDERS’ DEFICIT~~- 14 -

12. STOCK

On November 13, 2017, the Company amended its Articles of Incorporation, increasing the number of common stock authorized from 240,000,000 to 490,000,000, par value of $0.0001, and leaving the number of preferred stock authorized at 10,000,000, par value of $0.0001.

At the time of the amendment, the Company designated 10,000 shares of its authorized but unissued shares of preferred stock as Series A Preferred Stock. The 10,000 Series A Preferred Stock shall have an aggregate voting power of 45% of the combined voting power of the entire Company’s shares, common stock and preferred stock, as long as the Company is in existence. Each holder of the Series A Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the by-laws of the Company, and shall be entitled to vote, together with holders of common stock, with respect to any question upon which holders of common stock have the right to vote. Without the vote or consent of holders of at least a majority of the shares of Series A Preferred Stock then outstanding, the Company may not (i) authorize, create or issue, or increase the authorized number of shares of, any class or series of capital stock ranking prior to or on a parity with the Series A Preferred Stock, (ii) authorize, create or issue any class or series of common stock of the Company other than the common stock, (iii) authorize any reclassification of the Series A Preferred Stock, (iv) authorize, create or issue any securities convertible into or exercisable for capital stock prohibited by (i) or (ii), (v) amend this Certificate of Designations or (vi) enter into any merger or reorganization, or disposal of assets involving 20% of the total capitalization of the Company.

~~- 11 -~~

Subject to the rights of the holders of any other series of preferred stock ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation and any other class or series of capital stock of the Company ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation, in the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of record of the issued and outstanding shares of Series A Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to the holders of shares of Series A Preferred Stock, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock and any other series of preferred stock ranking junior to the Series A Preferred Stock with respect to liquidation.

The holders of the Series A Preferred Stock shall not be entitled to receive dividends per share of Series A Preferred Stock. The Company shall have no rights to redeem Series A Preferred Stock.

COMMON STOCK

On ~~June 26, 2017,~~July 9, 2018, the Company ~~issued 1,400,000~~entered into a Settlement and General Release Agreement pursuant to which the Company would issue an employee 6,000,000 shares of common stock in exchange for ~~gross proceeds~~release from the Employment Agreement (refer to Note 11(a)). The fair value of ~~$14,000, which was received during~~ the ~~year ended April 30, 2017.~~shares on the date of settlement of $420,000 is presented as of July 31, 2020 as shares issuable because the shares have not been issued to date.

On July 21, 2020, in connection with the Waiver Agreement dated June ~~27, 2017,~~29, 2020 (Note 11(d)), the Company issued ~~10,000,000~~an aggregate of 234,210,444 shares ofon common stock with a fair value of ~~$1,900,000 for BitReturn pursuant~~$1,171,052 based on the quoted market price and recognized shares issuable of $74,498 relating to ~~a Definitive Acquisition Agreement (refer to Note 13).~~

~~On July 1, 2017,~~ the ~~Company issued 1,000,000~~future issuance of 14,899,500 shares ~~of common stock with a fair value of $250,000 for investor relations services pursuant to a Strategic Management and Advisory Agreement (refer to Note 14).~~

On July 26, 2017, the Company issued 2,500,000 shares of common stock with a fair value of $400,000 as signing bonuses pursuant to service agreements and the $400,000 fair value was expensed and included in consulting fees.

~~On November 6, 2017, the Company issued 60,000,000 shares of common stock with a fair value of $6,600,000 for a license fee~~ pursuant to the ~~Exclusive Software License Agreement (refer to Note 11).~~

On January 16, 2018, the Company issued 3,200,000 shares of common stock pursuant to the Share Purchase Agreement with an unrelated third party. Under the terms of the Agreement, the Company will purchase all the issued ordinary shares of the unrelated third party from its shareholders, thereby acquiring all the intellectual property, research and development, contracts, accounts receivable and licenses owned by the unrelated third party. In exchange, the Company will issue 3,200,000 shares of its common stock to the unrelated third party’s shareholders. The Agreement will not close and the acquisition will not be complete until the Company receives the source code and software to the unrelated third party’s intellectual property for all of the unrelated third party’s programs, platforms and products and these assets have been independently verified. Additionally, if the shares issued to the unrelated third party shareholders do not have an aggregate value of $2,000,000 by January 15, 2019, the unrelated third party shareholders are entitled to have additional shares issued to them so that they hold shares equal to $2,000,000 as of that date. As at January 31, 2018, the Company has not received the source code and software relating to the intellectual property and the Agreement has not closed. The 3,200,000 shares are being held by the Company until closing of theWaiver Agreement.

On January 16, 2018, the Company issued 150,000 shares of common stock with a fair value of $57,000 for investor relations services pursuant to an Equity Research Services Agreement (refer to Note 13).

As at ~~January~~July 31, ~~2018,~~2020, there are ~~161,250,000~~400,283,740 (April 30, 2020 – 166,073,296) shares of common stock issued and ~~158,050,000 shares of common stock~~ outstanding.

PREFERRED STOCK - SERIES A

As at ~~January~~July 31, ~~2018,~~2020, there are no issued and outstanding Series A Preferred Stock.

~~15.~~- 15 -

13. SHARE PURCHASE WARRANTS

The following table summarizes the continuity of share purchase warrants:

As at July 31, 2020, the following share purchase warrants were outstanding:


Number of warrants	Exercise price $	Expiry date

7,894,737	0.0028*	May 27, 2022
560,717	0.10	March 29, 2023
85,000,000	0.10	April 5, 2023
93,455,454

__________

*The lower of $0.10 and 70% of the lowest traded price of the Company’s common stock during the prior twenty consecutive trading days.

The weighted average remaining life of the warrants outstanding as at July 31, 2020 is 2.61 years.

14. SUBSEQUENT EVENTS


~~(a)~~	~~Subsequent to January 31, 2018,~~i.	On August 14, 2020, the Company ~~and Bellridge amended the terms~~received a written consent in lieu of a meeting of the ~~Securities Purchase Agreement~~stockholders, as ~~disclosed~~permitted by the Company’s Bylaws, as may be amended, and applicable Florida law (the “Stockholder Consent”). Pursuant to the Stockholder Consent, a Majority Stockholder authorized the filing of an Amended and Restated Articles of Incorporation in ~~Note 10, to include~~order to:


	•	Effect a reverse stock split of all of the ~~$295,000 received in December 2017 as an additional tranche in connection with the convertible note. Refer to Note 8.~~ Company’s outstanding shares of Common Stock by a ratio of one-for-twenty;

~~(b)~~	~~Subsequent~~•	Reduce the number of shares of Common Stock that the Company is authorized to ~~January 31, 2018,~~issue from 490,000,000 shares to 200,000,000 shares;

	•	Change the name of the Company to “BLGI, Inc.”; and

	•	Terminate the designation of 10,000 shares of Series A Preferred Stock, none of which are issued and outstanding, and amend the authorization to issue 10,000,000 shares of Preferred Stock, par value $0.0001 per share, to provide for 10,000,000 shares of “blank check” preferred stock, par value $0.0001 per share.

The Company filed a Schedule 14C Information Statement with the Securities and Exchange Commission on August 28, 2020, reporting all matters approved by the Majority Stockholder in the Stockholder Consent.

As of the date of these financial statements, the above-mentioned Amended and Restated Articles of Incorporation had not been filed and, therefore, the effects of these amendments have not been represented in the balances of common stock noted in these financial statements. Notwithstanding these authorizations, there is no assurance that the Amended and Restated Articles of Incorporation will ever be filed by the Company or that any of the proposed amendments will be implemented.


	ii.	On August 4, 2020, the Company issued ~~2,000,000~~8,152,674 shares of common stock ~~to a consultant~~upon conversion of $7,769 of principal and $2,992 of interest pursuant to ~~a Business Development Consultant Agreement.~~the convertible promissory note described in Note 9(a).

	iii.	On August 24, 2020, the Company issued 32,897,293 shares of common stock upon conversion of $100,000 of principal and $40,142 of interest pursuant to the convertible promissory note described in Note 9(a).

- 1216 -

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

The following discussion and analysis of ~~the Company’s~~our financial condition and ~~the~~ results of operations for the three months ended July 31, 2020 should be read ~~in conjunction~~together with ~~the Financial Statements~~our unaudited financial statements and ~~Notes thereto appearing~~related notes included elsewhere in this ~~document.~~

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that in addition to the description of historical facts contained herein, this reportquarterly report. This discussion contains ~~certain~~ forward-looking statements and information relating to our business that ~~involve risks~~reflect our current views and ~~uncertainties as detailed herein and from time~~assumptions with respect to ~~time in the Company’s other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations~~future events and are subject to ~~a number of factors~~risks and uncertainties ~~which could~~that may cause our or our industry’s actual results, levels of activity, performance or achievements to ~~differ~~be materially different from ~~those, described~~any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These forward-looking statements speak only as of the date of this report. Although we believe that the expectations reflected in the forward-looking ~~statements. These factors include, among others: (a)~~statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including the ~~Company’s fluctuations~~securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of any of the forward-looking statements to reflect any change in ~~sales and operating results; (b) risks associated~~our expectations with ~~international operations; (c) regulatory, competitive and contractual risks; (d) product development risks; (e) the ability~~regard thereto or to ~~achieve strategic initiatives, including but not limited~~conform these statements to ~~the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; and (f) pending litigation.~~actual results.

~~MANAGEMENT’S PLAN OF OPERATION~~Company Overview

~~We were~~Black Cactus Global, Inc. (formerly Envoy Group Corp.) (the “Company”) was incorporated in the State of Florida on April 8, 2013, with a fiscal year end of April 30. Until June 2017, we had not established any business operations and had not achieved any revenues. Until then, we were in the process of identifying and evaluating feasible business opportunities in the consumer products and technology industries.

The address of the head office is 207 W. Division Street, Suite 137, Chicago, IL 60622. On ~~June 18,~~December 4, 2017, the Company changed its name to “Black Cactus Global, Inc.” with a plan to engage in the development of commercial Blockchain technology and Smart Contract software applications for healthcare, Fintech, logistics and energy solutions worldwide.

We are currently focused on developing blockchain software platforms. Our plan is to develop or license intellectual property to build blockchain platforms for a variety of uses. Our initial efforts will focus on utilizing the intellectual property in two ways: to develop secure blockchain based supply chain and inventory control systems, and to develop a blockchain based trading platform in order to facilitate securities trading using either a fiat currency or cryptocurrency.

On August 24, 2019, the Company entered into a Definitive Acquisition Agreement (the “BitReturn Agreement”) pursuant to which the Company acquired the internet domain and brand, BitReturn. The BitReturn acquisition represented the Company’s development of a plan to create a technology business in mining digital currency with an operating name of BitReturn. The Company issued an aggregate of 10,000,000 shares of restricted common stock, valued at $1,900,000, as payment under the terms of the BitReturn Agreement. The BitReturn Agreement also provided that the Company would pay $350,000, $200,000 of which is payable upon the first $500,000 raised by the Company, and the final portion of $150,000 is payable after six months or when a cumulative amount of $1,000,000 has been raised by the Company.

~~On October 17, 2017, the Company entered into an Exclusive~~ Software License Agreement ~~(the “Agreement”~~(“License Agreement”) with ~~Black Cactus Holdings, LLC~~Charteris, Mackie, Baillie & Cummins Limited (“~~Black Cactus”~~CMBC”) to acquire ~~an exclusive software~~a non-exclusive license for ~~the~~ Black Cactus blockchain development software platform and related intellectual property ~~(the “Software”~~(“Software”) which are licensed to CMBC from Black Cactus LLC. As consideration, the License Agreement provides for the payment of a royalty to CMBC in the amount of five percent (5%) of the gross revenue received from the sublicense of the Software, due on a quarterly basis, and issue or assign an equivalent number of common shares to CMBC that will represent 60% of the then issued shares of the Company. In addition, the License Agreement provides for the issuance of an option for CMBC to acquire additional shares at par value ($0.0001) per share up to 60% of any shares issued under the existing Securities Purchase Agreements with Bellridge Capital LP (“Bellridge”). The ~~Company plans to use the platform to build a crypto trading exchange to support crypto and fiat currencies, music publishing, distribution, supply chain, medical research and trials. The term~~closing of the License Agreement was subject to, among certain other conditions: (1) the Company obtaining a written agreement with Bellridge to increase its line of credit from $1,500,000 to $5,000,000; (2) the resignation of all the directors of the Company serving on the Board, during the quarterly period ended July 31, 2019, which was satisfied by the resignation of all of such directors on September 13, 2019, and the appointment of Lawrence P. Cummins, Karyn Augustinus and three non-executive independent Directors nominated by CMBC Limited; (3) the resignation of all the officers of the Company serving, during the quarterly period ended July 31, 2019, which was satisfied by the resignation of all of such officers on September 13, 2019, and the appointment of Lawrence P. Cummins as its President (after undertaking a review of the future plans of the Company, the Board of Directors will ~~remain~~appoint a Chief Executive Officer); (4) proof satisfactory to CMBC Limited that fair resolutions have been entered into with certain persons, including Harpreet Sangha, the former Chairman of the Board and Chief Financial Officer of the Company, along with his family and known associates for the cancellation of the shares of the Company currently owned by them; (5) CMBC Limited is satisfied with the possibility of lifting the Cease Trade Order issued by the British Columbia Securities Commission on May 6, 2016, to the Company, ordering all persons to cease trading in ~~effect~~the Company’s securities until the Company files the required records completed in ~~perpetuity. Pursuant to~~accordance with the Securities Act, R.S.B.C. 1996 and the Executive Director revokes the Order; (6) the cancellation of $350,000 amount allegedly outstanding under the terms of the Definitive Acquisition Agreement, dated as of June 18, 2017, between the Company and the selling shareholders of BitReturn.ca; (7) repayment by the majority shareholder of the Company of $169,729 owed by such shareholder to the Company; and (8) the Company’s becoming current in its periodic filing with the SEC.

- 17 -

On November 15, 2019, the Company entered into an Assignment Agreement with CMBC to acquire the assignment of a non-exclusive software license (“License”) for Software from Benchmark Advisors Limited (the “Benchmark Assignment Agreement” and together with the License Agreement, the “CMBC License Agreements”). As consideration for the assignment of the License, the Assignment Agreement provides for the payment of $250,000 to CMBC directly from Bellridge on behalf of the Company as part of the increased line of credit of $5,000,000. The closing of the Assignment Agreement was subject to the same conditions required to be satisfied for consummation of the License Agreement.

As of June 29, 2020, CMBC and the Company entered into a waiver and agreement (the “Waiver Agreement”), pursuant to which the Company and CMBC agreed to close the following two pending licensing arrangements: (1) the License Agreement, and (2) the Benchmark Assignment Agreement.

The closings of the license and assignment pursuant to the CMBC License Agreements were subject to a number of conditions, most of which had not been satisfied on or before the date of the closings. Pursuant to the Waiver Agreement, CMBC, among other things, waived all of the conditions that had not been satisfied in order to consummate the closings of the license and assignment pursuant to the CMBC License Agreements.

As of June 29, 2020, as consideration for the licenses provided under License Agreement and in satisfaction of its payment obligations under the License Agreement, the Company ~~agreed to issue 60,000,000~~authorized the issuance of 249,109,944 restricted shares of the Company’s common stock, par value ~~$0.0001. In addition,~~$0.0001 per share (the “Common Stock”) to Black Cactus Holdings LLC, the designee of CMBC, to be issued in two certificates each in the name of “Black Cactus Holdings LLC”, as follows: (i) one certificate representing 174,109,944 shares of Common Stock, which was issued and delivered to Black Cactus Holdings LLC, and (ii) one certificate representing 75,000,000 shares of Common Stock, which was supposed to be issued to Black Cactus Holdings LLC, but was reduced to 60,100,500 shares of Common Stock because the Company ~~agreed~~does not currently have enough authorized and unissued shares of Common Stock to ~~pay~~issue all of such shares. The Company intends to issue the remaining shares of Common Stock to Black Cactus ~~a royalty~~Holdings LLC as soon as they become available. The certificate for 60,100,500 shares is being held in ~~the amount of 5% of the net revenue received from the sublicense of the Software and any revenues generated from the use of the Software including other intellectual property that~~escrow by the Company, ~~licensed from Black Cactus pursuant to~~and the ~~terms of the Agreement~~certificate for the ~~term of the Agreement. The Company issued 60,000,000~~additional shares of ~~common stock~~Common Stock will also be held in ~~November 2017, appointed Mr. Cummins~~escrow by the Company, until such time as ~~a director and CEO~~certain shares of Common Stock have been cancelled on the certified shareholder records of the Company or as otherwise provided in the Waiver Agreement.

Effective as of June 29, 2020, Jeremy Towning notified the Company that he was resigning from his position as the Company’s Chief Executive Officer, but continues as the Chief Financial Officer and ~~changed its name to Black Cactus Global, Inc., pursuant to the terms~~a director of the ~~Agreement. The Company also increased its authorized capital to 490,000,000 shares of common stock with its preferred stock remaining at 10,000,000 authorized.~~

On November 27, 2017, the Company entered into an agreement with Bellridge Capital, L.P. (“Bellridge”), an unrelated third party. Bellridge is loaning the Company a minimum of $500,000.00 to a maximum of $1,500,000.00. The first tranche of $500,000.00 was paid at Closing. In connection with the loan, the Company issued Bellridge its Senior Secured Convertible Promissory Note (“Note”) for $500,000.00 which has a maturity date of one year and is due on November 27, 2018. The interest rate is five percent (5%) per annum. The Note may be converted at the lesser of $0.10 per share or seventy percent (70%) of the lowest traded price of the Company’s common stock for twenty consecutive days immediately prior to the conversion date. If the Company is in default under the Note, the conversion price for converting outstanding principal under the Note is the lesser of $0.10 per share or twenty five percent (25%) of the lowest traded price of the Company’s common stock for twenty consecutive days immediately prior to the conversion date. The Note may be prepaid in accordance with the terms set forth in the Note. The Note also contains certain representations, warranties, covenants and events of default including, among other things, if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission (the “SEC”). If an event of default occurs, the amount of the principal and interest rate due under the Debenture increases and, at the option of the Bellridge and in its sole discretion, it can deem the Note immediately due and payable.

~~- 13 -~~

The Note provides for certain penalties for failure to timely deliver stock and contains other protective provisions for Bellridge. $500,000 principal amount of the Note was received on November 27, 2017. In December, 2017, Bellridge advanced $295,000 to the Company which has now been applied towards the second tranche of $500,000 which was due 5 days after the Company receives its first comments concerning the registration statement to be filed and the final tranche of $500,000 will be funded upon the effectiveness of the registration statement that we will file covering the shares of our common stock issuable upon conversion of the notes.

The Company and Bellridge also entered into to a Securities Purchase Agreement dated November 27, 2017 (the “SPA”). Pursuant to the SPA, the Company is required to issue 2,793,296 shares of its common stock to Bellridge in connection with the Loan. The Company is also issuing a warrant to Bellridge to purchase 7,894,737 additional shares of the Company’s common stock for a period of four years commencing on May 27, 2018 at an exercise price equal to the lesser $.10 per share or seventy percent (70%) of the lowest traded price of the Company’s common stock during the prior twenty consecutive trading days.Company.

In connection with the ~~Note and SPA, the Company also entered into a Registration Rights Agreement obligating the Company to register the shares issuable upon conversion~~closing of the ~~Note~~License Agreement, effective as of June 29, 2020, the Board, pursuant to its powers under the Company’s bylaws, appointed Karyn Augustinus and Lawrence P. Cummins as members of the Company’s board of directors (the “Board”), Lawrence P. Cummins as Chief Executive Officer, and Lawrence C. Cummins as Vice President.

During the quarterly period ended July 31, 2020, we were not deemed an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “Jobs Act”). A company continues to be deemed an “emerging growth company” until the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under the Securities Act of 1933. Our first sale of common equity pursuant to an effective registration statement was during the three months ended October 31, 2013, and last day of the fiscal year of the fifth anniversary of the date of the first sale of our common equity securities was April 30, 2019. As a result, after April 30, 2019, we were no longer an “emerging growth company”.

Critical Accounting Policies

As of July 31, 2020, there were no critical accounting policies. See the footnotes to our unaudited financial statements, included elsewhere in this quarterly report on Form 10-Q, for a complete summary of the significant accounting policies used in the presentation of our financial statements. The summary is presented to assist the reader in understanding the financial statements. The accounting policies used conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Concentrations, Risks, and Uncertainties

The Company did not have a concentration of business with suppliers or customers constituting greater than 10% of the Company’s gross sales during the reporting period.

- 18 -

Recently Issued Accounting Standards

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Results of Operations

The following discussion of the Company’s financial condition and the results of operations should be read in conjunction with the ~~Securities~~unaudited financial statements and Exchange Commission. The Company is also required to register the shares of common stock underlying the warrants. The Company also issued security agreements whereby it granted Bellridge a security interestnotes thereto appearing elsewhere in its assets and intellectual property. The obligations of the Company to repay the Note are guaranteed by the Company’s subsidiaries. The Company will utilize the proceeds of the Bellridge loan to support its proposed development of the software license obtained from Black Cactus.

On November 8, 2017, the Company entered into a Financial Advisor Agreement with an unrelated third party for consulting services and investor relations services for a period of three months commencing November 8, 2017. As consideration, the Company paid an initial fee of $20,000. In addition, the Company agreed to compensate the financial advisor if the Company closes any transactions made with any introduction made by it. The Company agreed to pay the industry-standard cash fee of 10%this quarterly report on all equity or equity-linked capital invested. On November 27, 2017, we entered into and closed on a Securities Purchase Agreement whereby the introduction was made by the financial advisor. During the nine months ended January 31, 2018, the Company recognized $50,000 of debt financing costs relating to this agreement.

On December 19, 2017, the Company entered into a Business Development Consultant Agreement with an unrelated third party for consulting services to be provided over a period of twelve months commencing December 19, 2017. In consideration, the Company will pay a total monthly fee of 10,000 GBP cash and issue a total of 2,000,000 shares of common stock.

On January 4, 2018, the Company entered into an Equity Research Service Agreement for investor relations services to be provided over a period of twelve months commencing January 4, 2017. In consideration, the Company issued 150,000 shares of common stock with valued at $57,000.

~~We do not have adequate funds to satisfy our working capital requirements for the next twelve months.~~

We intend to pursue capital through public or private equity financing and by borrowing from any available sources if required in order to finance our business activities. Our Officers and Directors have not made any written or verbal commitment to provide additional financing to our Company. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered.

We have not yet begun the development of any of our anticipated services and even if we do secure adequate financing, there can be no assurance that our services will be accepted by the marketplace and that we will be able to generate revenues.

~~Our Officers and Directors will be responsible for business plan development.~~

~~RESULTS OF OPERATIONS~~Form 10-Q.

There is no historical financial information about us upon which to base an evaluation of our performance. We ~~have incurred~~had net loss of $1,551,106 and $119,665 for the three months ended July 31, 2020 and 2019, respectively. The increase of $1,431,441 in net loss, between the two periods, is primarily due to an increase in license fees of $1,245,550, an increase in professional fees of $152,013, and an increase in interest expenses of ~~$10,896,827 in~~$19,929.

We did not generate any revenues from our operations for the ~~nine~~three months ended ~~January~~July 31, 2018 as compared to $48,096 for the nine months ended January 31, 2017. Additionally, during the nine months ended January 31, 2018, we incurred a license fee valued of $6,600,000. Our total net loss and comprehensive loss for this period was $10,896,827 compared to a net loss of $48,096 for the nine months ended January 31, 2017.

~~- 14 -~~

~~We have not generated any revenues from our operations.~~2020 or 2019. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. ~~To become profitable~~

During the three months ended July 31, 2020 and ~~competitive,~~2019, we ~~must develop~~had operating expenses of $1,408,295 and $3,148, respectively. The increase of $1,405,147 in operating expenses, between the ~~business plan~~two periods, is primarily due to an increase in license fees of $1,245,550, and ~~execute the plan. Our management will attempt to secure financing through various means including borrowing and investment from institutions and private individuals.~~an increase in professional fees of $152,013.

Since inception, the majority of our time has been spent refining ~~its~~our business plan and preparing for a primary financial offering.

Our results of operations are summarized below:

For the Nine
Months Ended
January 31, 2018
(unaudited)

For the Nine
Months Ended
January 31, 2017
(unaudited)

Revenue

—

—

Cost of Revenue

—

—

Expenses

$
10,896,827

$
48,096

Net Loss

$
(10,896,827
)
$
(48,096
)
Net Loss per Share - Basic and Diluted

(0.10
)

(0.00
)
Weighted Average Number Shares Outstanding - Basic and Diluted

113,200,543

80,576,000


	For the Three Months Ended July 31, 2020			For the Three Months Ended July 31, 2019
Revenue		—			—
Cost of Revenue		—			—
Net Loss and Comprehensive Loss	$	(1,551,106	)	$	(119,665	)
Net Loss per Common Share, Basic and Diluted	$	(0.01	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding, Basic and Diluted		191,530,953			166,073,296

~~LIQUIDITY AND CAPITAL RESOURCES~~Management’s Plan of Operation

We do not have adequate funds to satisfy our working capital requirements for the next twelve months. Prior to the additional loan made to us in February 2020, discussed below, we had borrowed a total of $1,000,000 from Bellridge to fund our planned plan of operations in digital currency mining. We sold Bellridge our Senior, Secured Convertible Promissory Notes (the “Notes”). Thus far, Bellridge has purchased $1,000,000 in Notes. Pursuant to the terms of our agreements with Bellridge, we were required to file a registration statement with the SEC to register the shares of Common Stock to be issued under those agreements. We filed the registration statement on April 24, 2018 but it has not yet been declared effective. We received the third tranche of $200,000 from Bellridge after the first set of SEC comments. We may not receive the fourth and final tranche of $500,000 unless and until the registration statement is declared effective by the SEC. We cannot estimate when our registration statement will be declared effective by the SEC. Under certain conditions, Bellridge may not have to purchase the fourth Note. These conditions include any acts constituting default under any of the Notes or the agreements entered into at the time of the first purchase of the Note issued on November 27, 2017. Until such time as we receive the final $500,000 of funding from Bellridge, in the interim, we may not be able to completely implement and commence our proposed plan of operations.

In February 2020, we entered into a securities purchase agreement with Bellridge, pursuant to which we issued a convertible promissory note in the principal amount of $54,271. The funds were used for operating expenses during the year ended April 30, 2020.

As of July 31, 2020, we had not yet had any revenues from our services in the ~~date~~digital currency mining field or from any other source.

- 19 -

Liquidity and Capital Resources

As of ~~this quarterly report,~~July 31, 2020, we ~~have~~had not generated any revenues from our business operations. As ~~of January~~at July 31, ~~2018,~~2020, there ~~are 158,050,000~~were 400,283,740 shares of common stock issued and outstanding. Total cash proceeds received from common share issuance since inception to July 31, 2020 is $90,500.

~~We currently have $11,556~~As of July 31, 2020, and 2019, we had no cash on hand. Our ~~current~~ cash iswas not sufficient to meet the obligations associated with being a company that is fully reporting with the SEC. We believe we will require additional financing in the form of share issuance proceeds or advances from our ~~directors and loans.~~directors.

Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status, we believe that we may be able to issue ~~additional~~ notes payable or debt instruments in order to start executing our business plan. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital with the exception of the Securities Purchase Agreement with Bellridge Capital whereby it agreed to purchase additional senior secured convertible promissory notes from us upon the occurrence of certain events.capital.

~~Through~~During the ~~nine~~three months ended ~~January~~July 31, ~~2018,~~2020 and 2019, we ~~spent $1,011,248 on~~had operating ~~activities. We~~expenses of $1,408,295 and $3,148, respectively. Historically, we have relied on ~~advances from our majority shareholder~~loans to fund general and ~~the proceeds received from Bellridge from the sale~~administrative operating expenses. As of ~~the senior secured convertible promissory note to it whereby~~July 31, 2020, we ~~received $500,000 for the first Note and an advance of $295,00,000 towards the second Note. These funds financed our operations. We currently have~~had a working capital deficiency of ~~$695,068.~~$3,210,668.

As of ~~January~~July 31, ~~2018,~~2020, the Company was indebted to its majority shareholder in the amount of $321,217 for advances of working capital and expenses paid on behalf of the Company. At April 30, 2017, we owed this shareholder $1,872. These advances are unsecured, non-interest bearing and payable upon demand.

To date, the Company has managed to keep our monthly cash flow requirement low for two reasons. First, our officers did not draw salaries. Second, the Company has been able to keep our operating expenses to a minimum by operating in space owned by our Chairman of the Board. However, with the entry into the License Agreement with Black Cactus, our operating expenses have been increasing and will continue to increase as we proceed with our efforts to sub-license the Black Cactus software to other entities. We will soon have to commence paying salaries and other compensation to officers, employees and consultants which we will have to retain to manage and expand our proposed business operations.

~~The Company currently has~~had no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to ~~capital other than our Bellridge agreement which provides for additional loans upon certain conditions being satisfied.~~

~~- 15 -~~

~~The directors and officers have made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.~~capital.

Our independent auditor has expressed substantial doubt about our ability to continue as a going concern and believes that our ability ~~to continue as a going concern~~ is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of six individuals, two of whom serve as officers of the Company. Our officers make decisions on all significant corporate matters such as the approval of terms of the compensation of our officers and the oversight of the accounting functions.

~~EMERGING GROWTH COMPANY~~

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

~~OFF-BALANCE SHEET ARRANGEMENTS~~Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation ~~arising~~ under a guarantee contract ~~derivative instrument~~that has any of the characteristics identified in FASB ASC paragraph 460-10-15-4 (Guarantees Topic), as may be modified or ~~variable interest; or~~supplemented, and that is not excluded from the initial recognition and measurement provisions of FASB ASC paragraphs 460-10-15-7, 460-10-25-1, and 460-10-30-1; (ii) a retained or contingent interest in assets transferred to ~~such~~an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such ~~assets.~~

~~JUMPSTART OUR BUSINESS STARTUPS ACT OF 2012.~~

~~The JOBS Act permits an “emerging growth company” such~~assets; (iii) any obligation, including a contingent obligation, under a contract that would be accounted for as usa derivative instrument, except that it is both indexed to ~~take advantage~~the registrant’s own stock and classified in stockholders’ equity in the registrant’s statement of ~~an extended transition period~~financial position, and therefore excluded from the scope of FASB ASC Topic 815, Derivatives and Hedging, pursuant to ~~comply with new~~FASB ASC subparagraph 815-10-15-74(a), as may be modified or ~~revised accounting standards applicable to public companies. Pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new~~supplemented; or revised accounting standards for an “emerging growth company.” This election will permit us to delay the adoption of new or revised accounting standards that will have different effective dates for public and private companies until such time as those standards apply to private companies. Upon the issuance(iv) any obligation, including a contingent obligation, arising out of a ~~new~~variable interest (as defined in the FASB ASC Master Glossary), as may be modified or ~~revised accounting standard~~supplemented) in an unconsolidated entity that ~~applies to our financial statements~~is held by, and has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt said accounting standard. We may take advantage of the extended transition period until the first to occur of the date we (i) are no longer an “emerging growth company” or (ii) affirmatively and irrevocably opt out of the extended transition period. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.

~~For additional discussion regarding the JOBS Act and the exemptions available to “emerging growth companies” thereunder, please refer~~material to, the registrant, where such entity provides financing, liquidity, market risk ~~factor entitled “We are an “emerging growth company”~~or credit risk support to, or engages in leasing, hedging or research and ~~we cannot be certain if we will be able to maintain such status or if~~development services with, the ~~reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.”~~registrant.

~~CRITICAL ACCOUNTING POLICIES~~

~~There are no critical accounting policies at present due to the extent of the Company’s operations currently.~~

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

- 1620 -

ITEM 4. CONTROLS AND PROCEDURES.

~~CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES~~Evaluation of Disclosure Controls and Procedures

We carried out an evaluation as required by paragraph (b) of Rule 13a-15 and 15d-15 of the Exchange Act, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of ourmaintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of disclosure controls and procedures as of ~~January~~July 31, ~~2017.~~2020 pursuant to Rule 13a-15(b) under the Exchange Act. Based ~~upon~~on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, ~~our~~as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective ~~as of January 31, 2018.~~to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

~~CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.~~Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the ~~nine months~~quarter ended ~~January~~July 31, ~~2018~~2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS

To our knowledge, neither the Company nor any of our officers or directors is a party to any material legal proceeding or litigation and such persons know of no material legal proceeding or contemplated or threatened litigation. There are no judgments against us or our officers or directors. None of our officers or directors has been convicted of a felony or misdemeanor relating to securities or performance in corporate office.None.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

~~During~~On June 29, 2020, the ~~nine months ended January 31, 2018, there was no modification~~Company became obligated to issue 249,109,944 restricted shares of ~~any instruments defining~~Common Stock to Black Cactus Holdings LLC as consideration for the ~~rights of holders~~licenses provided under the License Agreement and in satisfaction if its payment obligations under the License Agreement in reliance on the exemption from registration provided by Section 4(a)(2) of the ~~Company’s common stock and no limitation or qualification~~Securities Act of ~~the rights evidenced by the Company’s common stock~~1933, as ~~a result of the issuance of any other class of securities or the modification thereof.~~

~~On January 16, 2018,~~amended. In connection therewith, the Company issued ~~150,000~~234,210,444 restricted shares of ~~common stock with valued $57,000 for investor relations services~~Common Stock to ~~an unrelated third party.~~Black Cactus Holdings LLC because it did not have enough authorized and unissued shares to issue. The Company ~~relied upon certain exemptions from registration~~plans to issue the remaining shares of Common Stock when they become available. For a detailed discussion regarding this transaction, please refer to the Company Overview section in ~~issuing these shares. The issuances~~Part I of ~~these shares were exempt from registration pursuant to Section 4(2), and/or Regulation D promulgated under the Securities Act.~~ Item 2 of this quarterly report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

~~None.~~Not applicable.

ITEM 5. OTHER INFORMATION

None.

- 21 -

ITEM 6. EXHIBITS


Exhibit		Description

31.1 *		Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *		Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
~~31.2~~32.1 *		Certification of CEO pursuant to ~~Rule 13a-14(a)/15d-14(a),~~18 U.S.C. Section 1350, pursuant to Section ~~302~~906 of the Sarbanes-Oxley Act of 2002
~~32.1~~32.2 *		Certification of CFO pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
~~32.2~~		~~Certification of CEO pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
101*101.INS		XBRL ~~data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.~~Instance
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation
101.DEF		XBRL Taxonomy Extension Definition
101.LAB		XBRL Taxonomy Extension Labels
101.PRE		XBRL Taxonomy Extension Presentation

__________

* ~~To be submitted by amendment.~~Filed herewith.

- 1722 -

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.


	BLACK CACTUS GLOBAL, INC.


Date: ~~March 26, 2018~~September 14, 2020	By:/s/ ~~Harpreet Sangha~~Lawrence P. Cummins
	~~Harpreet Sangha~~Lawrence P. Cummins
	~~Chairman of the Board,~~ Chief ~~Financial~~Executive Officer
	(Principal ~~Accounting Officer, Secretary~~Executive Officer)


Date: ~~March 26, 2018~~September 14, 2020	By:/s/ ~~Lawrence Cummins~~Jeremy Towning
	~~Lawrence Cummins~~Jeremy Towning
	Chief ~~Executive~~Financial Officer (Principal Financial Officer)

- 1823 -


	For the Three Months Ended January 31,						For the Nine Months Ended January 31,
	2018			2017			2018			2017

OPERATING EXPENSES
Black Cactus license fee	$	6,600,000		$	—		$	6,600,000		$	—
Consulting (Note 9)		937,691			—			1,638,639			—
General and administrative		49,075			28,851			71,267			48,096
Investor relations		78,917			—			78,917			—
Professional fees		52,525			—			142,683			—
Product development and website costs (Note 12)		460			—			2,349,123			—

TOTAL OPERATING EXPENSES	$	(7,718,668	)	$	(28,851	)	$	(10,880,629	)	$	(48,096	)

Accretion of discounts on convertible debentures		(12,161	)		—			(12,161	)		—
Interest expense		(4,037	)		—			(4,037	)		—

NET LOSS AND COMPREHENSIVE LOSS	$	(7,734,866	)	$	(28,851	)	$	(10,896,827	)	$	(48,096	)

NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(0.05	)	$	(0.00	)	$	(0.10	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		154,011,413			81,728,000			113,200,543			80,576,000


	For the Nine Months Ended January 31,
	2018			2017

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(10,896,827	)	$	(48,096	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of loan discounts		2,947			1,261
Accretion of convertible debt discount		12,161			—
Issuance of common stock for BitReturn (Note 12)		1,900,000			—
Issuance of common shares for services		602,833			—
Issuance of common shares for license agreement (Note 11)		6,600,000			—
Shares issuable for services		660,000			—

Changes in operating assets and liabilities:
Prepaid expenses		(284,025	)		—
Accounts payable and accrued liabilities		41,663			94
Amount payable for BitReturn		350,000			—

Net Cash Used in Operating Activities		(1,011,248	)		(46,741	)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from advances payable		295,000			—
Advances from related party, net of repayments		321,620			(20,258	)
Proceeds from issuance of common stock		—			30,000
Proceeds from issuance of convertible debt, net of debt financing costs		440,000			—
Proceeds from (repayments of) loans payable		(32,474	)		38,075

Net Cash Provided by Financing Activities		1,024,146			47,817

Net effect of exchange rate changes on cash		(1,345	)		(974	)

Net Increase in Cash and Cash Equivalents		11,553			102

Cash and Cash Equivalents, Beginning of Period		3			—

Cash and Cash Equivalents, End of Period	$	11,556		$	102

SUPPLEMENTARY CASH FLOW INFORMATION:

Interest paid	$	—		$	—
Income taxes paid	$	—		$	—


	The relative fair values of the convertible note, the warrants and the shares were $140,733, $284,751 and $100,832, respectively. The effective conversion price was then determined to be $0.063. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company recognized the relative fair value of the shares issuable of $100,832 and an equivalent discount that reduced the carrying value of the convertible debt to $425,484. The Company then recognized the relative fair value of the warrants of $284,751 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $140,733. The beneficial conversion feature of $54,417, the OID of $26,316 and debt financing costs of $60,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount was being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging.

	On November 27, 2018, the Company defaulted on the convertible note, resulting in the note becoming immediately due and payable. Upon default, the interest rate increased to 29% per annum and the Company incurs a late fee at an interest rate equal to 18% per annum on any overdue and unpaid interest under the convertible note. Additionally, the total amount owed on the convertible note upon default is equal to 130% of the outstanding principal and accrued and unpaid interest. During the year ended April 30, 2019, the Company recorded a 30% principal increase of $157,895 as a result of default, increasing the carrying value of the loan to $684,211. As at July 31, 2020, the Company has recorded accrued interest of $440,005 (April 30, 2020 - $372,243).

(b)	On April 2, 2018, April 5, 2018 and April 13, 2018, the Company amended (the “Amendments”) the November 27, 2017 Securities Purchase Agreement. Pursuant to the Amendments the Company issued Bellridge warrants to purchase 85,000,000 shares of the Company’s common stock at an exercise price of $0.10 per share. The Company also issued a senior secured convertible promissory note in the aggregate principal amount of $315,790 (“Note”) for an aggregate purchase price of $295,000, net of a $15,790 OID and $5,000 of legal fees. The Company also incurred additional debt issuance costs of $30,000 and issued a warrant to purchase 560,717 shares of the Company’s common stock at an exercise price of $0.10 per share. The total debt issue costs of $50,672 have been netted against the principal and will be amortized over the term of the loan using the effective interest method. The interest on the outstanding principal due under the Note accrued at a rate of 5% per annum. All principal and accrued interest under the Note was due on December 20, 2018 and was convertible into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $0.10 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date.

	The relative fair values of the convertible note, the warrants and the shares were $6,208, $118 and $258,674, respectively. The effective conversion price was then determined to be $0.001. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company recognized the relative fair value of the warrants of $258,792, as additional-paid-in capital and an equivalent discount that reduced the carrying value of the convertible debt to $56,998. The beneficial conversion feature of $6,208, the OID of $15,790 and debt financing costs of $35,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging.

	On December 20, 2018, the Company defaulted on the convertible note, resulting in the note becoming immediately due and payable. Upon default, the interest rate increased to 29% per annum and the Company incurs a late fee at an interest rate equal to 18% per annum on any overdue and unpaid interest under the convertible note. Additionally, the total amount owed on the convertible note upon default is equal to 130% of the outstanding principal and accrued and unpaid interest. During the year ended April 30, 2019, the Company recorded a 30% principal increase of $94,737 as a result of default, increasing the carrying value of the loan to $410,527. As at July 31, 2020, the Company has recorded accrued interest of $246,641 (April 30, 2020 - $206,584).

(c)	On June 1, 2018, the Company issued a senior secured convertible promissory note in the aggregate principal amount of $210,527 (“Note”) for an aggregate purchase price of $200,000, net of a $10,527 OID. The Company also incurred additional debt issuance costs of $20,000. The total debt issue costs of $30,527 have been netted against the principal and will be amortized over the term of the loan using the effective interest method. The interest on the outstanding principal due under the Note accrues at a rate of 5% per annum. All principal and accrued interest under the Note is due on June 1, 2019 and is convertible into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $0.10 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date.

Number of
warrants

Weighted average
exercise price
$

Balance, April 30, 2020

Balance, July 31, 2020