UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended OctoberJuly 31, 20182019

☐[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______

Commission File Number 000-54524

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

 (Name(Name of small business issuer in its charter)

385 South 300 East

Salt Lake City, UT 84111

 (Address of principal executive offices)

(385) 212-3305

(Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☐[X] Yes ☒[   ] 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 (Sec.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). ☐[X] Yes ☒[   ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 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 ☒[X] No

As of September 30, 2019,March 12, 2020 there were 166,070,7512,247,677 shares of the registrant's $0.001 par value common stock issued and outstanding.

APPIPHANY TECHNOLOGIES HOLDINGS CORP.*

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act").  This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Appiphany Technologies Holdings Corp. (the "Company"), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements.  Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology.  These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass.  Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.  Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, except as otherwise indicated by the context, references in this report to "Company", "APHD", "we", "us" and "our" are references to Appiphany Technologies Holdings Corp. 

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended OctoberJuly 31, 20182019

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Condensed Consolidated Balance Sheets

(Expressed in US dollars)

(The accompanying notes are an integral part of these condensed consolidated interim financial statements)

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Condensed Consolidated Statements of Operations

(Expressed in US dollars)

(unaudited)

(The accompanying notes are an integral part of these condensed consolidated interim financial statements)

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Consolidated StatementsCondensed Statement of Stockholder’sStockholders Deficit

(Expressed in US dollars)

(unaudited)

For three months ended October 31, 2017 and 2018

(The accompanying notes are an integral part of these condensed consolidated interim financial statements)

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Condensed Consolidated Statements of Stockholder’s DeficitCashflow

(Expressed in US dollars)

(unaudited)

For the six months ended October 31, 2017 and 2018

(The accompanying notes are an integral part of these condensed consolidated interim financial statements)

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Condensed Consolidated Statements of Cashflow

(Expressed in US dollars)

(unaudited)

(The accompanying notes are an integral part of these condensed consolidated interim financial statements)

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

1.Nature of Operations and Continuance of Business

Appiphany Technologies Holdings Corp. (the “Company”) was incorporated in the State of Nevada on February 24, 2010. On May 1, 2010. Currently, the Company is in the business of online fraud protection services.

Going Concern

These condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at OctoberJuly 31, 2018,2019, the Company has not recognized significant revenue, has a working capital deficit of $1,266,080,$2,236,756 and has an accumulated deficit of $5,205,711.$6,332,766. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. The Company will continue to rely on equity sales of its common shares in order to continue to fund business operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the date these financial statements are issued.  These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  

2.Summary of Significant Accounting Policies  

(a)Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompany notes filed with the U.S. Securities and Exchange Commission for the year ended April 30, 2018.2019. These interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

These interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The condensed consolidated financial statements are comprised of the records of the Company and its wholly owned subsidiary,subsidiaries, IP Risk Control Risk Inc., a company incorporated in the State of Nevada, United States.Nevada. All intercompany transactions have been eliminated on consolidation. The Company’s fiscal year end is April 30.

(b)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 and assumptions related to the collectability of accounts receivable, fair value and estimated useful life of long-lived assets, fair value of convertible debentures, derivative liabilities, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

2.Summary of Significant Accounting Policies (continued)

(c)Basic and Diluted Net Income (Loss)Loss per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share.Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss)loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.  As of OctoberJuly 31, 2018,2019, the Company had 842,712,500 (April 30,3,658,450 (July 31, 2018 – 569,554,940)8,114,250) potentially dilutive common shares outstanding.  Diluted EPS was calculated based on net income less interest expense

(d)Fair Value Measurements 

The Company measures and change indiscloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

Level 1 – quoted prices for identical instruments in active markets;

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Financial instruments consist principally of cash, other assets, accounts payable and accrued liabilities, notes payable, convertible debentures, derivative liabilities.liabilities and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. The fair value of the derivative liabilities are determined based on Level 3 inputs. There were no transfers into or out of “Level 3” during the periods presented. 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.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.  

(d)(e)Recent Accounting Pronouncements 

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. Earlier application is permitted. The adoption of thisCompany adopted the standard is not expected to have a material impact on the Company´s consolidated financial statements.  

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods and is to be retrospectively applied.1, 2019. The adoption of this standard did not have a material impact on the Company´s consolidated financial statements.

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

2.Summary of Significant Accounting Policies (continued)

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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.

3.Related Party Transactions

During the periodthree months ended OctoberJuly 31, 2018,2019, the Company incurred $nil (2017$33,000 (2018 - $56,337)$nil) in management fees to the former President and Director of the Company.Company, which were paid in shares of Convertible Preferred Series B Stock (see Note 7).

4.Notes Payable 

(a)As at OctoberJuly 31, 2018,2019, the Company owed $4,616$3,626 (April 30, 20182019 - $4,616) in notes payable to non-related parties. Under the terms of the notes, the amounts are unsecured, bear interest at 6% per annum, and were due on OctoberJuly 31, 2016. The notes bear a default interest rate of 18% per annum.   

(b)As at OctoberJuly 31, 2018,2019, the Company owed $10,000 (April 30, 20182019 - $10,000) in notesa note payable to a non-related parties.party. Under the terms of the note, the amount is unsecured, bears interest at 5% per annum, and was due on OctoberJuly 6, 2017. The note bears a default interest rate of 12% per annum.  

(c)As at OctoberJuly 31, 2018,2019, the Company owed $2,500 (April 30, 20182019 - $2,500) in notesa note payable to a non-related parties.party. Under the terms of the note, the amount is unsecured, bears interest at 5% per annum, and iswas due on February 1, 2018. The note bears a default interest rate of 12% per annum. 

(d)As at OctoberJuly 31, 2018,2019, the Company owed $15,000 (April 30, 20182019 - $15,000) in notesa note payable to a non-related party. The note payable was issued as a commitment fee and was recorded to additional paid-in capital.capital during the year ended April 30, 2017. Under the terms of the note, the amount is unsecured, bears interest at 8% per annum, and was due on September 15, 2017. The note bears a default interest rate of 20% per annum. 

5.Convertible Debentures

(a)On February 13, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $105,000. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $94,500. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and iswas due on November 13, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 60% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note. In the event of default, the conversion price decreases to 50% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. During the year ended April 30, 2019, the Company incurred $1,020 in penalties that were added to the principal balance of the note. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $105,000, of which $20,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $105,000. DuringAs at July 31, 2019, the year ended April 30, 2018, the Company issued 29,327,000 shares of common stock for the conversion of $97,030 of the note and $30,321 of accrued interest.As at October 31, 2018,loan was in default, the carrying value of the note was $7,970$8,990 (April 30, 20182019 - $7,970).

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to$8,990), and the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)unamortized total discount was $nil (2018 - $nil).

(b)On February 24, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,000. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum or 22% in the event of default,pre-default and is20% per annum thereafter, and was due on November 30, 2017. The debenture is convertible into common shares of the Company at a conversion price equal to 58% of the average of the lowest two trading prices of the Company’s common stock of the fifteen prior trading days immediately preceding the issuance of the note. During the yearthree months ended April 30, 2018,July 31, 2019, the Company incurred a $22,000$nil (year ended April 30, 2019 - $38,965) default fee on the note.

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

5.Convertible Debentures (continued)

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging. As at OctoberJuly 31, 2018,2019, the loan was in default and the carrying value of the note was $55,000$93,965 (April 30, 20182019 - $55,000)$93,965).

(c)On May 9, 2017, the Company issued a convertible debenture, to a non-related party, totaling $36,450. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and was due on February 9, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to 60% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion. In the event of default the conversion price decreases to 50% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. During the three months ended July 31, 2019, the Company incurred $nil ($27,902 for the year ended April 30, 2019) in penalties that were added to the principal balance of the note. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $36,450, of which $6,450 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $36,450. As at OctoberJuly 31, 2018,2019, the loan was in default and the carrying value of the note was $36,450$64,352 (April 30, 20182019 - $36,450)$64,352).

(d)On June 28, 2017, the Company issued a convertible debenture, to a non-related party, totaling $57,250. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price and proceeds received was $49,500. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and was due on March 28, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note.Innote. In the event of default the interest rate increases to 24%.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $57,250, of which $7,750 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $57,250. During the yearthree months ended April 30, 2018,July 31, 2019, the Company issued 9,637,40453,605 shares of common stock for the conversion of $340 of the note and $8,874$3,520 of accrued interest penalties,and $500 of conversion fees and financing costs.costs, resulting in a loss on settlement of debt of $8,706 during the period. During the three monthsyear ended October 31, 2018,April 30, 2019, the Company issued 16,793,000167,930 shares of common stock for the conversion of $1,569 of the note and $2,712 of accrued interest and $2,500 of conversion fees and finance costs. As at OctoberJuly 31, 2018,2019, the loan was in default and the carrying value of the note was $55,341 (April 30, 201831, 2019 - $56,910)$55,341).

(e)On July 19, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,333. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $28,000. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and iswas due on July 19, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note.

In the event of default the interest rate increases to 24%. During the year ended April 30, 2019, the Company incurred $854 in penalties that were added to the principal balance of the note. 

(e)

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,333, of which $5,333 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $33,333.

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

5.Convertible Debentures (continued)

During the yearthree months ended April 30, 2018,July 31, 2019, the Company issued 15,689,69853,505 shares of common stock for the conversion of $11,593$1,385 of the note and $928$488 of accrued interest.interest, resulting in a gain on settlement of debt of $355 for the period. During the six monthsyear ended October 31, 2018,April 30, 2019, the Company issued 27,766,139277,661 shares of common stock for the conversion of $13,196$13, 196 of the note and $1,395 of accrued interest. As at OctoberJuly 31, 2018,2019, the loan was in default, the carrying value of the note was $8,544$8,013 (April 30, 20182019 - $5,948)$9,398), and the unamortized total discount was $nil (April 30, 20182019 - $15,792)$nil).

Included in the convertible debenture agreement is a $30,000 collateralized secured promissory note and a $33,333 back end note (with the same terms as the convertible debenture mentioned above).  As of October 31. 2018July 31, 2019, and at the date of filing, no proceeds have been received on the collateralized secured promissory note or the back-end note.

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

(f)On October 4, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $36,000, which was the first tranche of a convertible debenture totaling $102,000. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $25,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and iswas due on July 9, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note. In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. During the year ended April 30, 2019, the Company incurred $21,910 in penalties that were added to the principal balance of the note. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $36,000, of which $11,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $36,000.As$36,000. As at OctoberJuly 31, 2018,2019, the loan was in default, the carrying value of the note was $36,000$57,910 (April 30, 201831, 2019 - $862)$57,910), and the unamortized total discount was $nil (April 30, 20182019 - $35,138)$nil).

(g)On September 28, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,333, which included$33,333. Pursuant to the agreement, the note was issued with an original issuanceissue discount of $7,833.and as such the purchase price was $25,500. Under the terms of the debenture, the amount is unsecured, bears interest at 12% per annum, and iswas due on September 28, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past twenty-five trading days prior to notice of conversion or the issuance of the note. In the event of default there is a penalty of 10% of the principal balance of the outstanding note and the interest rate increases to 24%.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,333, of which $7,833 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $33,333. During the year ended April 30, 2019, the Company recorded a $3,333 principal penalty. As at OctoberJuly 31, 2018,2019, the loan was in default, the carrying value of the note was $36,666 (April 30, 20182019 - $118)$36,666), and the unamortized total discount was $nil (April 30, 20182019 - $33,215)$nil).  During the period ended October 31, 2018, the Company recorded a $3,333 principal penalty.

Included in the convertible debenture agreement is a back end note for up to $33,333 (with the same amount of proceeds, original issue discount, maturity date, interest rate and conversion terms as the convertible debenture mentioned above).  As of OctoberJuly 31, 20182019, and at the date of filing, no proceeds have been received on the back endback-end note.

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

5.Convertible Debentures (continued)

(h)On November 8, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,000, which was the second tranche of the September 19,October 4, 2017 agreement. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and iswas due on August 8, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note. In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. During the year ended April 30, 2019, the Company incurred $20,084 in penalties that were added to the principal balance of the note. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,000, of which $3,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $33,000. As at OctoberJuly 31, 2018,2019, the loan was in default, the carrying value of the note was $33,000$53,084 (April 30, 20182019 - $30)$53,084), and the unamortized total discount was $nil (April 30, 20182019 - $32,970)$nil).

(i)On December 26, 2017, the Company issued a convertible debenture, to a non-related party, for proceeds of $33,000, which was the final tranche of the September 19,October 4, 2017 agreement. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and iswas due on September 26, 2018. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 50% of the lowest trading price of the Company’s common stock of the past ten trading days prior to notice of conversion or the issuance of the note. In the event of default, the conversion price decreases to 40% of the lowest trading price of the Company’s common stock of the ten prior trading days immediately preceding the issuance of the note and the interest rate increases to 20%. During the year ended April 30, 2019, the Company incurred $20,084 in penalties that were added to the principal balance of the note. 

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $33,000, of which $3,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $33,000. As at OctoberJuly 31, 2018,2019, the loan was in default, the carrying value of the note was $33,000$53,084 (April 30, 20182019 - $17)$53,084), and the unamortized total discount was $nil (April 30, 20182019 - $32,983)$nil).

(j)On March 15, 2019, the Company issued a convertible debenture, to a non-related party, for proceeds of $36,000. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum (20% default interest rate), and is due on December 15, 2019. The debenture is convertible into common shares of the Company at a conversion price equal to the lesser of the 65% of the lowest trading price of the Company’s common stock of the past twenty trading days prior to notice of conversion or the issuance of the note.  

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a discount to the note payable of $36,000, of which $6,000 of the discount resulted from debt issuance costs. The carrying value of the convertible note will be accreted over the term of the convertible note up to the face value of $36,000. As at July 31, 2019, the carrying value of the note was $20 (April 30, 2019 - $nil), and the unamortized total discount was $35,980 (April 30, 2019 - $36,000).

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

6.Derivative Liability

The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Note 5 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a Binomial model. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. During the sixthree months ended OctoberJuly 31, 2018,2019, the Company recorded a gainloss on the change in fair value of derivative liability of $397,946 (2017$27,005 (July 31, 2018 – $133,752)gain of $402,247). As at OctoberJuly 31, 2018,2019, the Company recorded a derivative liability of $487,986$965,459 (April 30, 2018 - $928,252)$1,080,589).

A summary of the activity of the derivative liability is shown below:

The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option pricing model or a Binomial Model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations:

928,252

Adjustment for conversion

(42,320)

Mark to market adjustment at October 31, 2018

(397,946)

7.Preferred Stock Liability

On June 13, 2019, the Company designated 1,000,000 shares of preferred stock as Series B. The holders of Series B preferred shares are not entitled to receive dividends except as may be declared by the Board at its sole and absolute discretion. Each Series B preferred share is convertible into common shares according to the following formula: the Stated Value of $1.10 per share of Series B preferred stock divided by the closing price of the Common Stock on the day prior to the conversion. Holders of Series B preferred stock shall not have voting rights.

On June 17, 2019, the Company issued 530,000 shares of Series B preferred stock, at a value of $1.10 per share based on the stated value, in exchange for the settlement of accounts payable of $266,523, notes payable of $990, accrued interest of $535, management fees of $33,000. The transaction resulted in a loss on settlement of debt of $281,952.

8.Common Shares 

During the sixthree months ended OctoberJuly 31, 2018,2019, the Company issued an aggregate of 44,559,139107,110 common shares with a fair value of $54,716$156,379 upon the conversion of $14,765$1,385 of convertible debentures, $4,130$142,135 of derivative liabilities, $4,008 of accrued interest, $2,500and $500 in conversion fees and $42,320 of derivative liabilities resulting in a gainloss on settlement of debt of $8,799.$8,351.

On February 14, 2020, the Company effected a reverse stock split on a basis of 1 new common share for every 100 old common shares. The impact of the reverse stock split has been applied on a retroactive basis.

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

8.9.Preferred Shares

Authorized: 10,000,000 preferred shares with a par value of $0.001 per share

Convertible Preferred Series A stock

On April 18, 2017, the Company designated 500,000 shares of preferred stock as Series A. The holders of Series A preferred shares are entitled to receive dividends equal to the amount of the dividend or distribution per share of common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder are convertible into. Each Series A preferred shares is convertible into one common share.  Each holder of Series A preferred shares is entitled to cast 10,000 votes for every one Series A preferred share held.

9.Commitments

On August 26, 2016, the Company entered in consulting agreements with five consultants. Pursuant to the agreements, each consultant is to be compensated by the following:

i)10% commission on all net revenues derived by the Company through the consultant in the first year;

ii)5% commission on all net revenues derived by the Company through the consultant in years two and three;

iii)1,800 common shares payable on the date of the agreement;

iv)1,800 common shares payable on February 26, 2016;

v)1,800 common shares payable on August 26, 2017; and

vi)1,800 common shares payable on February 26, 2018.

Either party may terminate the agreement by providing written thirty days’ notice.

As at October 31, 2018, no commission has been earned, paid, or accrued.  Convertible Preferred Series B stock – see Note 7.

10.Subsequent EventsCommitments  

(a)

On February 19, 2019, the former Chief Executive Officer and Director of the Company entered into a Stock Purchase Agreement to sell his Series A Preferred Stock, the closing of which is pending certain closing conditions, including, but not limited to the Company getting current with its SEC filings and restructuringrestricting some of its outstanding debt. This transaction was completed on November 22, 2019.   

(b)11.Subsequent Events

Subsequent to Octoberthe three months ended July 31, 2018,2019, the Company issued 58,645,227566,313 common shares upon the conversion of $6,496$5,111 of convertible debentures, $18,381$16,482 of accrued interest, and $2,500 of conversion fee penalties.

On September 12, 2019 the Company issued a convertible debenture, to a non-related party, for proceeds of $33,000. Pursuant to the agreement, the note was issued with an original issue discount and as such the purchase price was $30,000. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on June 12, 2020. The debenture is convertible into common shares of the Company at a conversion price equal to 65% of the lowest trading price of the Company’s common stock of the past twenty trading days prior to notice of conversion or the issuance of the note.

On November 13, 2019, the Company issued a convertible promissory note to an unrelated party for $28,193. Pursuant to the agreement, the note was issued with a 10% original issue discount and as such the purchase price was $25,630. The note is convertible into common stock of the Company at a price equal to 65% of the lowest trading price of the Company’s common stock of the twenty prior trading days including the day upon which a notice of conversion is received by the Company. The promissory note shall bear interest at 10% per annum and is due on August 13, 2020.

On November 22, 2019, the former Chief Executive Officer completed a transaction to sell 500,000 shares of his Series A Preferred Stock for consideration of $5,000, leading to a change in control of the Company.  

On January 15, 2020, the Company entered into a Securities Purchase Agreement with GHS Investments, LLC (“GHS”) whereby GHS purchased a convertible promissory note (“Note”) in the original principal amount of $35,000.  The Note has a maturity date of nine months from the date of an advance, an interest rate of ten percent (10%), a ten percent (10%) original issuance discount and is convertible at a conversion price equal to $0.0006 per share.

On January 23, 2020, the Company entered into a Securities Purchase Agreement with GHS Investments, LLC (“GHS”) whereby GHS purchased a convertible promissory note (“Note”) in the original principal amount of $68,000.  The Note has a maturity date of nine months from the date of an advance, an interest rate of ten percent (10%), a ten percent (10%) original issuance discount and is convertible at a conversion price equal to $0.0006 per share.

On February 1, 2020, the Company entered into a Consulting Agreement with Mustang Capital whereby Mustang Capital agreed to provide consulting services in exchange for 500,000 shares of the Company’s common stock.

APPIPHANY TECHNOLOGIES HOLDINGS CORP.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in US dollars)

(unaudited)

11.Subsequent Events (continued)

On February 5, 2020, the Company entered into a joint venture agreement with Tsilaan, LLC and Kola Venture Group. The Company has committed to contribute $300,000 to the joint venture on a to be mutually agreed upon schedule. Additionally, the Company will issue 1,500,000 common shares to the other members of the joint venture as compensation for their initial contributions.

Effective February 14, 2020, the Company filed an amendment to its Certificate of Incorporation and effected a 100 for 1 reverse stock split whereby every 100 shares of common stock and preferred stock were exchanged for 1 share of common stock or preferred stock, respectively.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

Cash Flows

Operating Revenues

For the three and six months ended October 31, 2018, the Company earned revenues of $nil compared with $16,800 duringDuring the three months ended OctoberJuly 31, 20172019 and $27,900 during the six months ended October 31, 2017 from the sale of online fraud protection services.  The Company had gross profit of $7,110 for the three months ended October 31, 2017 and $13,203 for the six months ended October 31, 2017.  The decrease in gross profit was due to the fact that2018, the Company did not have any further revenue sales during the current year. The decrease in operatingrecorded revenues was due to the fact that the Company decreased its level of operating activity during the current period as it contemplated further financing$0 and restructuring of its current operations.  $0, respectively.

Operating Expenses and Net Income (Loss)Loss

Three months ended October 31, 2018 and 2017

For the three months ended October 31, 2018, the Company incurred operating expenses of $6,865 compared to $109,537 during the three months ended October 31, 2017.  The decrease in operating expenses was due to the fact that the Company decreased its level of operating activity during the current period as it contemplated further financing and restructuring of its current operations.  As such, there were significant declines in consulting fees, professional fees, and management fees, as well as a decrease in general and administration fees.  

During the three months ended OctoberJuly 31, 2018,2019, the Company recorded operating expenses of $43,757 compared with $20,226 for the three months ended July 31, 2018. The increase in operating expenses of $23,531 reflected an increase in management fees of $33,000 and an increase in professional fees of $10,109., partially offset by a net lossdecrease in the payment of $122,357 comparedconsulting fees of $6,791, and a decrease in general and administrative expenses of $6,167, The increases in operating expenses corresponded with the unavailability of prior product offerings and the anticipated shift to a new industry focus.  

Net loss for the three months ended July 31, 2019 was $386,428 as compared with net lossincome of $380,217$325,897 during the three months ended OctoberJuly 31, 2017.2018.  In addition to the increase in operating expenses, the Company recorded interest expense of $111,191 and a loss on the change in the fair value of the derivative liability of $4,301.  During the period ended October 31, 2017, the Company recorded a$27,005 loss on the change in fair value of derivative liability, of $190,734$25,363 in interest, and interest expense of $87,056.  The decrease in thea loss on change in fair valuesettlement of derivative liability is due to lower volatility in the Company’s share price in the current year compared to prior year.  The increase in the interest expense is due to the accrualdebt of default interest and penalties on the outstanding convertible notes that were defaulted during the current period.    

The Company recorded a loss per share of $0.00 on both a basic and diluted basis during$290,303.  During the three months ended October 31, 2018 compared to basic and diluted loss per share of $0.05 during the three months ended October 31, 2017.

Six months ended October 31, 2018 and 2017

For the six months ended October 31, 2018, the Company incurred operating expenses of $27,091 compared to $289,487 during the six months ended October 31, 2017.  The decrease in operating expenses was due to the fact that the Company decreased its level of operating activity during the current period as it contemplated further financing and restructuring of its current operations.  As such, there were significant declines in consulting fees, professional fees, and management fees, as well as a decrease in general and administration fees.  

During the six months ended OctoberJuly 31, 2018, the Company recorded a net income of $203,540 compared to a net loss of $464,749 during the six months ended October 31, 2017.  In addition to operating expenses, the Company recorded interest expense of $176,292 which was offset by a$402,247 gain on the change in the fair value of the derivative liability of $397,946, and gain on settlement of debt of $8,977 relating to the conversion of outstanding convertible notes with the issuance of common shares.  During the period ended October 31, 2017, the Company recorded a loss on the change in fair value of derivative liability, $65,101 of $56,982interest and interestdebt discount accretion expense, and $8,977 gain on settlement of $131,483.debt.  The variance on the gain (loss) on the change in fair value of derivative liability is due to lower volatilitydecrease in the Company’s share price innet loss during the current year comparedwas due largely to prior year, which resultedan increase in a decreaseoperating expenses, the issuance of Series B Preferred Stock to the Company’s in exchange for $33,000 in management fees, the loss of fair value on derivative liability balance and to a corresponding gain forlarger loss with regards to the change in the fair valueloss on extinguishment of the derivative liability.  The increase in the interest expense is due to the accrualdebt of default interest and penalties on the outstanding convertible notes that were defaulted during the current period.$299,280.  

TheFor the three months ended July 31, 2019, the Company recorded a loss per share of $0.36 as compared with net income per share basic of $0.00 on both a basic$0.38 per share and diluted basis during the six months ended October 31, 2018 compared to basic and dilutednet loss per share dilutive of $0.08 during$(0.01) per share for the sixthree months ended OctoberJuly 31, 2017.2018.

Liquidity and Capital Resources

As at Octoberof July 31, 2018,2019, the Company had cash andCompany's total assets of $4,473asset balance was, $14,456, compared to cash of $10,129 and total assets of $23,799 at$23,752 for the year ended April 30, 2018.2019. The decrease in cash and total assets was due to a decrease in cash in the fact that the Company did not receive any proceeds from operations or funding from investing or financing activities during the current period to support operating expenditures.  Furthermore, the Company recognized the period expenses relating to the prepaid common shares issued to five consultants in fiscal 2017 and recorded a lossamount of $5,051 for the non-collection of outstanding accounts receivable. $9,296.

As at Octoberof July 31, 2018,2019, the Company had total liabilities of $1,270,553$2,251,212 compared to $1,548,135with total liabilities of $2,030,459 as at April 30, 2018.2019. The decreaseincrease in total liabilities iswas due to an increase in preferred stock liability of $583,000, partially offset by a decrease in convertible debt in the amount of $1,365, a decrease in derivative liability of $440,266 offset by an increase in convertible debenture of $138,666 (due to accretion of debt discount), and $24,018$115,130, a decrease in accounts payable and accrued liabilities as the Company did not have sufficient cash flow to pay outstanding obligations as they became due.of $244,762, and a decrease in notes payable of $990.

As at Octoberof July 31, 2018,2019, the Company had a working capital deficit of $1,266,080$2,236,756 compared with a working capital deficit$2,006,707 as of $1,524,336 as at April 30, 2018.2019.  The decrease in working capital deficit was due to the new preferred stock liability and a decrease in total liabilities due to the decrease in derivative liability.accounts payable of $244,762.  

Cash Flow from Operating Activities

During the sixthree months ended OctoberJuly 31, 2018,2019, the Company used $5,656$9,296 of cash for operating activities as compared to $167,800with $4,630 of cash for operating activities during the sixthree months ended OctoberJuly 31, 2017.2018. The decreaseincrease in the use of cash used for operating activities was due to a decrease in the fact thatamortization of discount on convertible debt payable, a decrease in the Company had minimal operations during the current periodloss on change in fair value of derivative liability, default and had limited cash balances which limited the amount of cash used for operating activities.  conversion fees, original issue discount and prepaid expenses offset by an increase in interest and penalties accrued on convertible debt.

Cash Flow from Investing Activities

During the periodsyears ended OctoberJuly 31, 20182019 and 2017,2018, the Company did not have any investing activities.

Cash Flow from Financing Activities

During the periodthree months ended OctoberJuly 31, 2019 and 2018, the Company did not have any financing activities.  During the period ended October 31, 2017, the Company received $158,000 of netno cash from financing activities which was from the issuance of convertible debentures.financing.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they haveAt July 31, 2019, the Company has not recognized significant revenue, has a working capital deficit of $2,236,756, and has an accumulated deficit of $6,332,766. These factors raise substantial doubt that we will be ableregarding the Company’s ability to continue as a going concern  without further financing. 

Future Financings

We will continueThe audited financial statements included in this Form 10-K does not include any adjustments to rely on equity salesthe recoverability and classification of our Common Shares in orderrecorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue to fund our business operations.  Issuances of

additional shares will result in dilution to existing stockholders.  There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.as a going concern.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

We will continue to rely on equity sales of our Common Shares in order to continue to fund our business operations.  Issuances of additional shares will result in dilution to existing stockholders.  There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis.  The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements.  In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances.  Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. Earlier application is permitted. The adoption of this standard is not expected to have a material impact on the Company´s consolidated financial statements.  

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods and is to be retrospectively applied. The adoption of this standard did not have a material impact on the Company´s consolidated financial statements.  

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

DisclosureWe maintain disclosure controls and procedures, are controls and proceduresas defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in ourthe reports filedthat we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC'sSecurities and Exchange Commission's rules and forms.  Disclosure controlsforms and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executiveour Chief Executive Officer and principal financial officers, or persons performing similar functions,Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management

We carried out an evaluation, under the supervision and with the participation of our Principalmanagement, including our Chief Executive Officer and PrincipalChief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e)as of July 31, 2019. Based on the evaluation of these disclosure controls and 15d-15(e) underprocedures, and in light of the Securities Exchange Act of 1934 ("Exchange Act").  Based upon that evaluation,material weaknesses found in our Principalinternal controls over financial reporting, our Chief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of October 31, 2018, due tofor the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.  Please refer to our Annual

Report on Form 10-K as filed with the SEC on August 2, 2019, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.reasons discussed below.

Changes in Internal Control over Financial Reporting

Our managementThere has also evaluatedbeen no change in our internal control over financial reporting and there have been no significant changesidentified in connection with our internal controls or in other factors that could significantly affect those controls subsequent toevaluation we conducted of the dateeffectiveness of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting as of July 31, 2019, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, existing or pending legal proceedings against our company,Company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

1.Quarterly Issuances:  

Other than as previously disclosed in the above Notes to the Condensed Consolidated Financial Statements, we did not issue any unregistered securities during the quarter.

2.Subsequent Issuances:  

Other than as previously disclosed in the above Notes to the Condensed Consolidated Financial Statements, we did not issue any unregistered securities subsequent to the quarter.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

SIGNATURES

In accordance with

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

In accordance withPursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.indicated:

2021