PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

~~Interim Condensed Financial Statements and Notes to Interim Financial Statements~~

Interim Condensed Financial Statements and Notes to Interim Financial Statements

General

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company’s original S-1 filing and the annual audit for the year ended January 31, 2021. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended April 30, 2021 is not necessarily indicative of the results that can be expected for the year ending January 31, 2022.

Please see Risk Factors in the Form 10-K filed June 5, 2020 concerning Covid-19 for further information.

~~General~~

Table of Contents

*Everything Blockchain, Inc.*
*and SUBSIDIARIES*
*Consolidated Balance Sheets* (In thousands except number of shares and par value)

	(unaudited)			(audited)
	April 30,			January 31,
	2021			2021
ASSETS
Current assets
Cash	$	41		$	-
Interest receivable		101			90
Current cryptocurrencies, net		2,076			123
Prepaid expenses		-			1
Total current assets		2,218			214
Property, plant and equipment, net		233			-
Cryptocurrency, net		80			98
Loan receivable		1,400			1,400
Total assets	$	3,931		$	1,712

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	23		$	6
Accounts payable related party		647			13
Due to Related Party		501			-
Reserve for legal settlements		154			154
Deferred revenue		200			-
Total current liabilities	$	1,525		$	173
Total Liabilities	$	1,525		$	173
Stockholders’ equity
Common stock, $0.0001 par value, voting; 200,000,000 shares authorized;
6,074,125 and 5,974,125 shares issued and outstanding, as
of April 30, 2021 and January 31, 2021, respectively.		1			1
Additional paid in capital		55,046			54,946
Accumulated deficit		(52,641	)		(53,408	)
Total stockholders’ equity	$	2,406		$	1,539
Total liabilities and stockholders’ equity	$	3,931		$	1,712

See accompanying notes to unaudited consolidated financial statements.

~~The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information~~

Table of Contents

*Everything Blockchain, Inc.*
*and ~~footnotes necessary for a complete presentation~~SUBSIDIARIES*
*Consolidated Statements of ~~financial position, results~~Operations* (In thousands except number of ~~operations, cash flows,~~shares and stockholders’ equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company’s original S-1 filing and the annual audit for the year ended January 31, 2018. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and nine months ended October 31, 2018 are not necessarily indicative of the results that can be expected for the year ending January 31, 2019.per share amount)
(unaudited)

	For the three months ended
	April 30,
	2021		2020

Revenue from services	$	1,081	$	-
Other revenue		72		-
Total gross revenue		1,153
Cost of services		571
Gross income	$	582	$	-
Selling, general, and administrative		26		48,178
Payroll		114		-
Consultant fees		-		34
Total operating expenses	$	140	$	48,212
Net profit (loss) from operations		442		(48,212	)
Other income (expense)		325		(5	)
Net profit (loss) before discontinued operations	$	767	$	(48,217	)
Income(expense) from discontinued operations		-		(1	)
Net profit (loss)	$	767	$	(48,218	)

Basic and diluted (loss) per share:
Income (Loss) per share from continuing operations	$	0.13	$	(4.93	)
Income (Loss) per share - discontinued		-		(4.93	)
Weighted average shares outstanding - basic		5,993,443		9,773,357

3See accompanying notes to unaudited consolidated financial statements.

OBITX, INC.
and SUBSIDIARIES
Consolidated Balance Sheets
ASSETS

October 31,

January 31,

2018

2018
Current Assets

Cash and cash equivalents
$                       39

$               16,350

Accounts receivable, net
            1,254,530

             1,469,986

Assets held for sale
               408,166

                          -

Prepaid expenses
                      224

                          -

Total current assets
            1,662,959

             1,486,336
Property, plant and equipment, net
            2,566,481

             3,227,767
Intangible assets, net
                 14,523

                    4,091
Total assets
$           4,243,963

$          4,718,194

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities

Accounts payable and accrued expenses
$              116,524

$               62,200

Due to related party
               686,026

                523,878

Total current liabilities
               802,549

                586,078

Total liabilities
               802,549

                586,078
Stockholders' equity

Series A Preferred stock, $0.0001 par value; 1,000,000 shares
                          10

                         10
authorized; 100,000 shares issued and outstanding, as of

October 31, 2018 and January 31, 2018, respectively.

Common stock, $0.0001 par value, voting; 200,000,000 shares
                        546

                       546
authorized; 5,460,000 shares issued and outstanding, as of

October 31, 2018 and January 31, 2018, respectively.

Additional paid in capital
              3,442,825

             3,442,825

Accumulated deficit
                   (1,967)

                688,735
Total stockholders' equity
              3,441,414

             4,132,116
Total liabilities and stockholders' equity

$           4,243,963

$          4,718,194

See accompanying notes to unaudited consolidated financial statements.

OBITX, INC.
and SUBSIDIARIES
Consolidated Statements of Operations
(unaudited)

For the three months ended

For the nine months ended

October 31,

October 31,

2018

2017

2018

2017

Sales

$          46,320

$        1,266,150

$          84,610

$       1,266,150

Computer lease

               3,382

                  3,698

             11,418

                 7,287

Cost of services

             29,057

              205,034

             65,479

             205,034

Depreciation expense

           121,159

                41,980

           363,475

               83,960

Software maintenance

             26,920

                11,625

             79,791

               33,951

Freight and shipping costs

                       -

                     202

                       -

                    202
Total cost of sales

           180,518

              262,538

           520,164

             330,433
Gross Income (Loss)

          (134,198)

      1,003,611

          (435,554)

             935,717
Selling, general, and administrative

             11,156

                  8,852

             20,051

               15,649
Professional fees

               2,925

                       -

             24,033

                      -
Marketing & advertising

                  804

                  1,325

               9,795

                 4,725
Payroll

               8,978

                  3,825

             30,761

               41,298
Consultant fees

             57,477

                21,000

           168,977

               42,000
Amortization & depreciation expense

                  646

                       -

               1,531

                       -
Total operating expenses

             81,986

                35,002

           255,149

             103,672
Net income (loss) from operations

          (216,184)

              968,610

          (690,702)

             832,045
Basic and diluted (Loss) per share:

Income(Loss) per share from continuing operations
            (0.0389)

              96.8610

            (0.1242)

             83.2045
Income(Loss) per share

            (0.0389)

              96.8610

            (0.1242)

             83.2045
Weighted average shares outstanding
5,560,000

                10,000

5,560,000

               10,000
See accompanying notes to unaudited consolidated financial statements.

Table of Contents

OBITX, INC.
and SUBSIDIARIES
Statements of Cash Flows
For the nine months ended October 31,

2018

2017
Cash flows from operating activities:

Net (Loss)
                (690,702)

$             832,045
Adjustments to reconcile net loss to net

Cash provided by (used in) operating activities:

Depreciation and amortization
                 365,006

                  83,960

Decrease (Increase) in:

Accounts receivable, net
                 215,456

           (1,250,000)

Prepaid expenses and other current assets
                       (224)

                         -

Accounts payable, accrued expenses and taxes payable
                   54,324

                         -

Total adjustment to reconcile net income to net cash
                 634,562

           (1,166,040)

Net cash provided in operating activities
                  (56,140)

              (333,995)
Cash flows from investing activities:

Increase (Decrease) in:

Assets held for Sale
                (108,196)

                         -

Acquisition of property, plant and equipment
                    (5,822)

           (3,127,245)

Acquisition of intangible assets
                    (8,301)

                         -

Net cash received in investing activities
                (122,319)

           (3,127,245)
Cash Flows From Financing Activities:

Borrowing from related party
                 162,148

                         -

Proceeds from issuance of common stock
                           -

1

Intercompany transfers
                           -

             3,463,737

Net Cash Provided By Financing Activities
                 162,148

             3,463,738
Net Change in Cash
                  (16,311)

                    2,498
Cash at Beginning of Year
                   16,350

                         -
Cash at End of Period
$                    39

$                 2,498
See accompanying notes to unaudited consolidated financial statements.

Everything Blockchain, Inc.
*and SUBSIDIARIES*
*Consolidated Statements of Changes in Stockholders’ Equity* (In thousands except than share amount)
For the quarter ending April 30, 2021

														Total
									Additional		Accumulated			Stockholders’
	Preferred Stock				Common Stock				Paid-in		Income			Equity
	Shares		Amount		Shares		Amount		Capital		(Deficit)			(Deficit)
Balance – January 31, 2021		800,000	$	0		5,974,125	$	1	$	54,946	$	(53,408	)	$	1,539
Warrant exercise		-		-		100,000		0		100		-			100
Net gain (loss)		-		-		-		-		-		767			767
Balance – April 30, 2021		800,000	$	0		6,074,125	$	1	$	55,046	$	(52,641	)	$	2,406

Everything Blockchain, Inc.
*and SUBSIDIARIES*
*Consolidated Statements of Changes in Stockholders’ Equity* (In thousands except than share amount)
For the quarter ending April 30, 2020

																	Total
											Additional			Accumulated			Stockholders'
	Preferred Stock				Common Stock						Paid-in			Income			Equity
	Shares		Amount		Shares			Amount			Capital			(Deficit)			(Deficit)
Balance – January 31, 2020		-	$	-		10,460,000		$	1		$	3,501		$	(4,109	)	$	(608	)
Conversion of common to series B preferred		500,000		-		(5,000,000	)		(1	)		(0	)					(1	)
Conversion of accounts payable		-		-		246,317			0			1,664						1,664
Issuance of Series A preferred		150,000		-		-			-			41,068						41,068
Issuance of series B preferred		150,000		-		-			-			6,629						6,629
Imputed Interest		-		-		-			-			4						4
Net gain (loss)		-		-		-			-						(48,218	)		(48,218	)
Balance – April 30, 2020		800,000	$	0		5,706,317		$	1		$	52,866		$	(52,327	)	$	539

~~OBITX, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

~~Note 1. Organization and Basis of Presentation~~See accompanying notes to unaudited consolidated financial statements.

~~The accompanying audited financial statements~~

Table of OBITX, Inc., (the “Company”, “we”, “our”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”).
~~Basis of Presentation~~
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany accounts and transactions have been eliminated.
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Haute Jobs, LLC, (“HAUTE”), Campaign Pigeon, LLC, (“CAMP”), and altCUBE, Inc., (“altCUBE”).
~~Description of Business~~
~~The Company was incorporated in the State of Delaware on March 30, 2017 originally under the name GigeTech, Inc.On October 31, 2017 the Company changed its name to OBITX, Inc., and updated its Articles of Incorporation through unanimous consent of its shareholder, MCIG. The Company is headquartered in Jacksonville, Florida.~~
The Company’s primary NAICS CODE is 519130, Internet publishing and broadcasting and web search portals. We publish and generate textual, audio, and/or video content on the Internet, and operate web sites that use a search engine to generate and maintain extensive databases of internet addresses and content.
The Company earns revenue through social media advertising, fees, and services. Under its plan, the Company developed its white label software solution for MCIG under the 420 Cloud brand in support of the cannabis industry. The company has expanded its services and solutions in software development and internet advertising and promotion into the social media industries of entertainment, business administration, blockchain technologies, and social media.¹
~~Subsidiaries of the Company~~
~~The company currently operates, in addition to OBITX, Inc., three wholly owned subsidiaries which are consolidated:~~
~~Haute Jobs, LLC~~
~~We incorporated on May 10, 2018 in the state of Wyoming. Haute Jobs, LLC was created to provide services in the arena of job marketing and matching services, to perform an as an employment center.~~
~~Campaign Pigeon, LLC~~
~~We incorporated on May 10, 2018 in the state of Wyoming. Campaign Pigeon, LLC was created to provide services in the arena of online marketing and generating advertising.~~
~~altCUBE, Inc~~
We incorporated on June 4, 2018 in the state of Wyoming. altCUBE, Inc was created to provide services in the arena of promoting individual advertising solutions and enabling access to the financial crypto global market, providing modern, efficient, clean and intuitive user interface.
~~Note 2. Summary of Significant Accounting Policies~~
~~Principles of Consolidation~~
~~The consolidated financial statements include the accounts of the Company, the wholly owned subsidiaries of HAUTE, CAMP, and altCUBE~~
Contents

*Everything Blockchain, Inc.*
*and SUBSIDIARIES*
*Statements of Cash Flows* (In thousands)
*For the three months ended April 30,*
	2021			2020
Cash flows from operating activities:
Net (Loss)	$	767		$	(48,218	)
Adjustments to reconcile net loss to net
Cash provided by (used in) operating activities:
Stock based compensation		-			48,153
Realized gain on investment in cryptocurrency, net		17			-
Imputed interest		-			4
Decrease (Increase) in:
Accounts payable to related party		634			-
Reverse of bad debt		(233	)
Accrued interest		(11	)		1
Prepaid expenses and other current assets		1			-
Accounts payable, accrued expenses and taxes payable		17			45
Deferred revenue		200			-
Net cash used In operating activities	$	1,394		$	(15	)
Cash flows from investing activities:
Increase (Decrease) in:
Acquisition of cryptocurrencies, net		(1,953	)		-
Net cash received in investing activities	$	(1,953	)		-

Cash Flows From Financing Activities:
Borrowing from (payment to) related party		500			15
Proceeds from Issuance of Stock, Net		100			0
Net Cash Provided By Financing Activities	$	600		$	15
Net Change in Cash		41			0
Cash at Beginning of Year		-			-
Cash at End of Year	$	41		$	0

Supplemental Disclosure of Cash Flows Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-cash Investing and Financing Activities:
Loan of cryptocurrency	$	500		$	-
Accounts receivable settlement for Render Payment	$	233		$	-
Impairment of cryptocurrencies, net	$	18		$	-

See accompanying notes to unaudited consolidated financial statements.

~~Use~~

Table of ~~Estimates~~Contents

Everything Blockchain, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Organization and Basis of Presentation

The accompanying unaudited financial statements of Everything Blockchain, Inc., (the “Company”, “we”, “our”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”).

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany accounts and transactions have been eliminated.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Render Payment, LLC, (“Render”).

Description of Business

The Company’s early model was to earn revenue through social media advertising, fees, and services. Under this plan, the Company developed its white label software solution for BOTS under the 420 Cloud brand. After multiple attempts to secure acceptance in the market, the Company discontinued this operation during the fiscal year ended January 31, 2020.

In April 2020 the Company divested and sold its white label software solution and changed direction of its business. The Company has become a developer, engineer, and consultant in the industry of blockchain technologies.

Subsidiaries of the Company

On April 26, 2021, in a settlement agreement with Render Payment, LLC owners, the Company became the sole owner of Render Payment, LLC, in exchange for an outstanding accounts receivable the company impaired in 2019. The settlement was considered a related party transaction and conducted as an arm’s length transaction approved by board members not associated with Render Payment.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, the wholly owned subsidiaries of Render Payment, LLC.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates include: revenue recognition; sales returns and other allowances; allowance for doubtful accounts; valuation of inventory; valuation and recoverability of long-lived assets; property and equipment; contingencies; and income taxes.

On a regular basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

~~Revenue Recognition Policies~~

~~We intend to earn revenue from the subscription, non-software related hosted services, term-based and perpetual licensing~~

Table of ~~software products, associated software maintenance and support plans, consulting services, training, and technical support.~~
On February 1, 2018, we adopted Topic 606, using the modified retrospective transition method applied to those contracts which were not completed as of February 1, 2018. Results for reporting periods beginning after February 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on February 1, 2018.
Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
~~We determine revenue recognition through the following steps:~~
~~We determine revenue recognition through the following steps:~~
·~~identification of the contract, or contracts, with a customer;~~
·~~identification of the performance obligations in the contract;~~
·~~determination of the transaction price;~~
·~~allocation of the transaction price to the performance obligations in the contract; and~~
·~~recognition of revenue when, or as, we satisfy a performance obligation.~~
~~Research and Development~~
Research and Development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss as an expense as incurred.
Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalized only if the product or process is technically and commercially feasible, if development costs can be measured reliably, if future economic benefits are probable, if the Company intends to use or sell the asset and the Company intends and has sufficient resources to complete development. The Company has recognized $2,160 as a capital asset for the nine months ended October 31, 2018 and $82,800 for the six months ended July 31, 2017.
~~Concentration of Credit Risk and Significant Customers~~
Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Company places its temporary cash investments with financial institutions insured by the FDIC.
Concentrations of credit risk with respect to trade receivables and commodities are limited due to the diverse group of customers to whom the Company provides services to. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables or the selling of its commodities warrant based upon factors such as the credit risk of specific customers, historical trends, other information and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts.
Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high-quality financial institutions.
Contents

8Concentration of Credit Risk and Significant Customers

~~The Company had $0 in excess of federally insured limits on October 31, 2018, and October 31, 2017.~~

For the nine month period ended October 31, 2018, sales to the Company’s primary customer, Render Payment, LLC accounted for approximately 0% of revenues and 99.6% of accounts receivable, there were $1,254,530 accounts receivable for the nine month period ended October 31, 2018 and $1,469,986 for the nine month period ended October 31, 2017.

~~Cost of Goods Sold~~

~~The Company recognizes the direct cost of purchasing product for sale, including freight-in and packaging, as cost of goods sold in the accompanying statement of operations.~~

~~Cost of Revenue~~

Cost of revenue includes: manufacturing and distribution costs for products sold and programs licensed; operating costs related to product support service centers and product distribution centers; costs incurred to include software on PCs sold by OEMs, to drive traffic to our websites and products, and to acquire online advertising space; costs incurred to support and maintain Internet-based products and services, including data center costs and royalties; warranty costs; inventory valuation adjustments; costs associated with the delivery of consulting services; and the amortization of capitalized software development costs. Capitalized software development costs are amortized over the estimated lives of the products.

~~Cash and Cash Equivalents~~

The Company includes in cash and cash equivalents all short-term, highly liquid investments that mature within three months of the date of purchase. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions and are stated at cost, which approximates fair value. For cash management purposes, the company concentrates its cash holdings in an account at Bank of America. The Company had no cash equivalents as of October 31, 2018, or October 31, 2017.

P~~roperty, Plant, and Equipment~~

Property, plant, and equipment (“PPE”) are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, improvements and major replacements that extend the life of the asset are capitalized.

~~Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of depreciable assets, which are generally three to five periods.~~

~~The Company classifies its software under the~~Financial Accounting Standards Advisory Board (FASAB) Statement of Federal Financial Accounting Standards (SFFAS) No. 10, Accounting for Internal Use Software, and the Governmental Accounting Standards Board (GASB) Statement No. 42,~~Accounting of Costs of Computer Software Developed or Obtained for Internal Use. When software is used in providing goods and services it is classified as PPE.~~ ~~The Company considers its proprietary software as a major part of the Company’s operations that are intended to provide profits.~~

~~Accounts Receivable~~

~~The Company’s accounts receivable are trade accounts receivable. The Company recognized $0 as an uncollectable reserve for the nine month periods ending October 31, 2018 and 2017.~~

~~Advertising Costs and Expense~~

~~The advertising costs are expensed as incurred. Advertising costs were $9,795 for the nine month period ending October 31, 2018 and $4,725 for the nine month period ending October 31, 2017.~~

~~Foreign Currency Translation~~

~~The Company’s functional currency and its reporting currency is the United States Dollar.~~

~~Income Taxes~~

~~In accordance with~~~~SAB Topic 1: Financial Statements, Subsidiary’s or Division’s Separate Financial Statements and Segments~~, income taxes are consolidated with MCIG, the controlling entity of the Company. There are currently no tax implications should the Company not consolidate with MCIG. With only losses showing for the periods shown there would be no taxes payable for any periods presented. If there were tax expenses they would be based on the IRS published corporate tax rate of 34% for 2017 and 21% for 2018.

9Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Company places its temporary cash investments with financial institutions insured by the FDIC.

~~Basic and Diluted Net Earnings (Loss) Per Share~~

~~The Company follows~~~~ASC Topic 260 – Earnings Per Share~~~~, and~~~~FASB 2015-06, Earnings Per Share~~ to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

~~Commitments and Contingencies~~

~~The Company reports and accounts for its commitments and contingencies in accordance with~~~~ASC 440 – Commitments~~ ~~and~~~~ASC 450 – Contingencies~~. We recognize a loss on a contingency when it is probable a loss will incur and that the amount of the loss can be reasonably estimated. The Company recognized $0 as a loss on contingencies in the six month periods ending October 31, 2018 and October 31, 2017.

~~Note 3. Going Concern~~

The Company's financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has a limited history, no certainty of continuation can be stated. The accompanying financial statements for the periods ended October 31, 2018,

Concentrations of credit risk with respect to trade receivables and commodities are limited due to the diverse group of customers to whom the Company provides services to. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables or the selling of its commodities warrant based upon factors such as the credit risk of specific customers, historical trends, other information and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts.

Revenues from one customer represent $1,000,000 and $0 of the company’s revenue for the periods ended April 30, 2021 and 2020, respectively.

Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high-quality financial institutions. The Company had $0 in excess of federally insured limits on April 30, 2021, and January 31, 2021.

For the quarter ended April 30, 2020 there was $101,000 in interest receivable and $90,000 for the year ended January 31, 2021.

Cash and Cash Equivalents

The Company includes in cash and cash equivalents all short-term, highly liquid investments that mature within three months of the date of purchase. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions and are stated at cost, which approximates fair value. For cash management purposes, the company concentrates its cash holdings in an account at Radius Bank. The Company had no cash equivalents as of April 30, 2021, or January 31, 2021.

Basic and Diluted Net Earnings (Loss) Per Share

The Company follows ASC Topic 260 – Earnings Per Share, and FASB 2015-06, Earnings Per Share to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Commitments and Contingencies

The Company reports and accounts for its commitments and contingencies in accordance with ASC 440 – Commitments and ASC 450 – Contingencies. We recognize a loss on a contingency when it is probable a loss will incur and that the amount of the loss can be reasonably estimated. The Company recognized $0 as a loss on contingencies in the three month periods ending April 30, 2021 and April 30, 2020.

Note 3. Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has a limited history, no certainty of continuation can be stated. The accompanying financial statements for the quarter ended April 30, 2021 and April 30, 2020, has been prepared to assume that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has negative cash flow but has recognized a substantial gain in October 2017, due in large part to the services provided to a single customer, Render Payment, LLC. There are no assurances the Company will generate a profit or obtain positive cash flow. The Company has sustained its solvency through the support of its single shareholder, MCIG, which raise substantial doubt about its ability to continue as a going concern.

Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time to the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate the revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty.

~~Note 4. Property, Plant and Equipment~~

In a major transaction, the Company acquired the 420 Cloud software environment which includes, 420 Cloud mobile, 420 Cloud browser, 420 Cloud API, WhoDab, BangPunch, 420 single sign-on mobile wallet, 420 job search, Weedistry, Ehesive, 420 cue, 420 wise guy, and Palm weed. While some

Table of the software applications are currently in use, others are still under development. The Company launched its 420 cloud software service on April 20, 2017. The company has transferred all digital currency ATMs to assets held for sale as they are no longer going to be used by the company has and will be sold.
~~The following is a detail of equipment:~~

Property, Plant, and Equipment
For the 9 months ended October 31,

2018

2017
Software
$
3,129,411
$
3,127,244
Intangibles

7,753

-
Machinery & Equipment

-

-
Total acquisition cost

3,137,164

3,127,244
Accumulated depreciation

564,461

83,960
Total property, plant, and equipment
$
2,572,704
$
3,043,284

~~Depreciation expense on property, plant and equipment was $363,475 for the 9 months ended October 31, 2018 and $83,960 for the 9 months ending October 31, 2017.~~

~~Note 5. Related Party Transactions~~

~~Related Party Transactions~~

On March 31, 2017, MCIG entered into a purchase agreement with APO Holdings, LLC to acquire the 420 Cloud Software Network (see Note 7 – Acquisitions). MCIG acquired the assets and assigned them to OBITX. The cost of the asset was recorded as an intercompany transfer. OBITX has utilized the acquired assets of the 420 Cloud Network for its base of operations.

On November 1, 2017, the company assigned all rights and obligations to the 420 Cloud Software Network to OBITX in exchange for 100,000 shares of Series A Preferred Stock and 500,000 shares of OBITX common stock. The cost basis of the Assets at the time of transfer was $3,043,285. MCIG conducted an independent review of the Assets in August 2017. The independent review stated that no impairment was needed and that the assets had a fair market value in excess of the current cost basis.

~~On March 13, 2017 MCIG acquired 10,000 shares of OBITX common shares representing 100% ownership at the time.~~

On August 1, 2017, the Company entered into a contract with MCIG for hosting and email services. In addition, the Company will provide additional marketing services for MCIG and other internet based activities as mutually agreed upon. Under terms of the agreement, MCIG is to $2,000 per month for a period of 12 months. All additional services not identified are billed at an hourly rate of $150 per hour.

On September 13, 2017, the company entered into an agreement to provide social media and other advertising services to Render Payment, LLC. The contract calls for the payment of $1,250,000 for services rendered with a 90 day payment term. We provided services for marketing the ICO for Render Payment, LLC which have been completed and are finished. The fee for our service is $1,250,000 per the contract. WE can easily accept payment today in RPM tokens; however we are electing to not do so as we believe we will make more by holding it. Michael Hawkins, the former Chief Financial Officer, is a non-controlling member with greater than 10% ownership in Render Payment, LLC.

On November 1, 2017, the Company entered into a consulting agreement with Alex Mardikian, the Chief Executive Officer. The agreements call for $7,000 per month for a period of one year. The payments may be booked as a note due, which may be converted into shares of the company at a then-current price per share. The Company and consultant may elect to convert a portion of this into equity of the company. In addition, each consultant was authorized to purchase 50,000 shares of common stock at par value ($0.0001 per share) through a warrant, which was subsequently exercised, and each consultant was issued a seven-year warrant to acquire 250,000 shares of the Company Stock at $1.00 per share or at the opening price on a federally regulated exchange service, whichever is less.

On November 1, 2017, the Company entered into a consulting agreement with Brandy Craig, the Chief Financial Officer. The agreements call for $3,500 per month for a period of one year. The payments may be booked as a note due, which may be converted into shares of the company at a then-current price per share. The Company and consultant may elect to convert a portion of this into equity of the company. In addition, each consultant was authorized to purchase 50,000 shares of common stock at par value ($0.0001 per share) through a warrant, which was subsequently exercised, and each consultant was issued a seven-year warrant to acquire 250,000 shares of the Company Stock at $1.00 per share or at the opening price on a federally regulated exchange service, whichever is less.

On November 1, 2017, the Company entered into a consulting agreement with Paul Rosenberg, the Director. The agreements call for $3,500 per month for a period of one year. The payments may be booked as a note due, which may be converted into shares of the company at a then-current price per share. . The Company and consultant may elect to convert a portion of this into equity of the company. In addition, each consultant was authorized to purchase 50,000 shares of common stock at par value ($0.0001 per share) through a warrant, which was subsequently exercised, and each consultant was issued a seven-year warrant to acquire 250,000 shares of the Company Stock at $1.00 per share or at the opening price on a federally regulated exchange service, whichever is less.

The Company entered a Line of Credit with MCIG, for up to $500,000 in funding on November 1, 2016. The Line of Credit will terminate on April 30, 2019. It was given at a 0% interest rate and is payable upon termination date with the option to convert the agreement into equity at a 15% discount to the then current market rate. Since inception, the Company had various transactions in which MCIG paid expenses on behalf of the Company.

Contents

11Note 4. Revenue

As of April 30, 2018, the Company borrowed $3,635,253.42 from MCIG. $3,043,285 of which represents the 420 Cloud Software Network that was exchanged for 100,000 shares of Series A Preferred Stock and 500,000 shares of OBITX common stock on November 1, 2017. As of October 31, 2018, the amount outstanding on the Line of Credit with MCIG is $596,526. The Line of Credit was increased to $1,000,000 on January 1, 2018.

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

~~On November 1, 2017, the company issued five-year warrants for the purchase of a combined total of 3,000,000 common shares to seven individuals/entities at the purchase price of $1.00 per share.~~

On November 1, 2017, the Company entered into a consulting agreement with the Law Offices of Carl G. Hawkins to serve as corporate counsel. The agreement calls for a one-time payment of $5,000 plus $150 per hour for legal services. The payments may be booked as a note due, which may be converted into shares of the company at a then-current price per share. The Company and counsel may elect to convert a portion of this into equity of the company. In addition, counsel was authorized to purchase 50,000 shares of common stock at par value ($0.0001 per share) through a warrant, which was subsequently exercised, and counsel was issued a seven-year warrant to acquire 250,000 shares of the Company Stock at $1.00 per share or at the opening price on a federally regulated exchange service, whichever is less.

~~On November 1, 2017 Alex Mardikian, the company’s Chief Executive Officer, purchased 50,000 shares of common stock for $5.00.~~

~~On November 1, 2017 Brandy Craig, the company’s Chief Financial Officer, purchased 50,000 shares of common stock for $5.00.~~

~~On November 1, 2017 Carl G. Hawkins, the company’s Corporate Counsel, purchased 50,000 shares of common stock for $5.00.~~

~~On November 1, 2017 Paul Rosenberg, the company’s Director, purchased 500,000 shares of common stock for $50.00.~~

~~On November 1, 2017 Epic Industry Corp, a wholly owned company of MCIG’s Chief Financial Officer, Michael Hawkins, purchased 250,000 shares of common stock for $25.~~

On November 1, 2017 Paul Rosenberg entered into an agreement with the company to purchase up to 5,000,000 shares of common stock at the price of $0.10 per share. As of the time of this filing Mr. Rosenberg has purchased 2,500,000 for $250,000.

~~On November 1, 2017 APO Holdings, LLC purchased 1,500,000 shares of common stock with certain registration rights for $150,000.~~

On June 30, 2018 OBITX provided services to their subsidiary altCUBE in the amount of $25,167. This amount was made up of General Administrative expenses of $1,250, Website Design of $16,009, Marketing Expense $7,168, and Website Maintenance of $740.

OnJune 14, 2018 the Company entered a Line of Credit with APOHoldings, LLC for up to $100,000 at any one time. The Line of Credit may be cancelled at any time by either party providing 30 days written notice of cancellation. It was given at a 0.6% interest rate and may be paid at any time with no definitive payoff date. As of October 31, 2018 the current outstanding on the line of credit is $77,400.

~~Note 6. Commitments and Contingencies~~

The Company entered into a commitment for its corporate offices on October 30, 2017. The commitment is for a period of twelve (12) months at the rate of $69 per month. The Company may utilize additional space on an as needed basis at an hourly or daily rate.

~~Note 7. Acquisitions~~

On March 31, 2017, MCIG acquired software code for a cloud-based social media platform to be known as 420Cloud, which was assigned to OBITX. The Company considers the acquisition of 420Cloud as a purchase of an asset, not a business. In this particular acquisition, the Company acquired software code and supporting functions for five different software packages that had not been finalized, marketed, and launched at the time of acquisition. The Company expects to continue to expend a significant amount of time and capital to further develop the software.

At the time of acquisition, the assets have no operational income and could not generate revenue without major consideration and effort by the Company. The following table summarizes the estimated fair values of the assets acquired and their accounting classifications, at the date of acquisition. We assumed the liability and responsibility to complete the software as it was designed for with the intent to market.

~~420Cloud Accounting Classifications~~
~~Software - 420 Cloud - Mobile~~	$·	~~677,389~~ Identification of the contract, or contracts, with a customer;
~~Software - 420 Cloud – Browser~~		~~315,709~~
~~Software – 420 Cloud API~~	·	~~90,116~~ Identification of the performance obligations in the contract;
~~Software - Whodab~~		~~67,587~~
~~Software - Ehesive~~	·	~~450,882~~ Determination of the transaction price
~~Software – 420 Cloud – Single Sign On~~	·	~~450,882~~ Allocation of the transaction price to the performance obligations in the contract; and,
~~Software – 420 Job Search~~	·	~~135,173~~
~~Software – Weedistry~~		~~45,058~~
~~Software – Marketaro~~		~~112,644~~
~~Software – 420 Cue~~		~~450,882~~
~~Software – 420 Wise Guy~~		~~225,593~~
~~Software – Palm Weed~~		~~22,529~~
~~Total assets acquired~~	$	~~3,044,444~~
~~Due to Shareholder – MCIG, Inc.~~	$	~~3,044,444~~

~~Note 8. Stockholders’ Equity~~

~~Common Stock~~

AsRecognition of ~~October 31, 2018 and January 31, 2018, the Company had 200,000,000 common shares authorized, with 5,460,000 common shares at a par value of $0.0001 issued and outstanding.~~

~~As of October 31, 2018 and January 31, 2018, the company had 1,000,000 Series A Preferred shares authorized, with 100,000 Series A Preferred shares at a par value of $10 issued and outstanding.~~

~~Note 9. Basic Income per Share before Non-Controlling Interest~~

~~Basic Income Per Share~~ ~~- The computation of basic and diluted loss per common share is based on the weighted average number of shares outstanding during each period.~~

Basic Income Per share
For the 9 months Ended October 31,

2018

2017
Net income

             (690,006)

       832,045
Basic income per share

                    (0.09)

            83.20
Basic weighted average number of shares outstanding

            5,560,000

            10,000

~~The computation of basic loss per common share is based on the weighted average number of shares outstanding during the period.~~

~~Note 11. Warrants~~

On November 1, 2017 the Company issued 7 warrants to officers, directors, and investors for the purchase of up to 3,000,000 shares of common stock at $1.00 per share. The warrants expire on November 1, 2022 at 5:00 PM Eastern Standard Time. The warrants contain participation rights to any registration statement filed by the Company.~~The Holder shall not be entitled to exercise their Warrant~~revenue when, ~~the number of shares exercised by the Warrant Holder would cause the Holder to exceed 4.99% of the total outstanding common stock.~~

~~A summary of warrant activity for six months ended October 31, 2018 is as follows:~~

Weighted

Average

Conversion

Shares

Price

Warrants outstanding at April 30, 2017

-

$
-

Exercised

-

$
-

Granted

3,000,000

$
1.00

Warrants outstanding at April 30, 2018

3,000,000

$
1.00

~~Note 10. Subsequent Events~~

~~As of December 10, 2018 OBITX, Inc became a public company.~~

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

The following discussion should be read in conjunction with our condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and related notes thereto in our S-1 and annual audit for the year ended January 31, 2018.

Certain statements in this section contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this report and not clearly historical in nature are forward-looking, and the words “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “potential,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) generally are intended to identify forward-looking statements. Any statements in this report that are not historical facts are forward-looking statements. Actual results may differ materially from those discussed from time to time in the Company's Securities and Exchange Commission filings. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made except as required by law.

~~HISTORY AND BACKGROUND~~

We were incorporated in the State of Delaware on March 30, 2017, originally under the name GigeTech, Inc. On October 31, 2017, the Company changed its name to OBITX, Inc., and updated its Articles of Incorporation through unanimous consent of its shareholder, MCIG. The Company is headquartered in Jacksonville, Florida.

The Company’s Primary Standard Industrial Classification Code (referred to as “SIC Codes”) is 7379, Computer Related Services, not elsewhere classified. The Company’s primary NAICS CODE is 519130, Internet publishing and broadcasting and web search portals. We publish and generate textual, audio, and/or video content on the Internet, and operate websites that use a search engine to generate and maintain extensive databases of internet addresses and content.

~~GENERAL~~

OBITX is engaged in the business of marketing and advertising through its proprietary software. We believe that our products will provide our consumers in the tech, internet, blockchain, and cannabis markets with an advertising and marketing approach uniquely designed for them. We provide consulting services in various approaches to marketing and advertising for each customer with an execution plan for the promotion and growth of their business.

We compete in a highly competitive market that includes other marketing companies, as well as traditional internet promotion companies. In this highly fragmented market, we have focused on building brand awareness early through viral adoption and word of mouth. In the future, we expect to employ additional marketing strategies.

Viral Marketing is a technique that uses pre-existing social networking services and other technologies to try to produce increases in brand awareness or to achieve other marketing objectives (such as product sales) through self-replicating viral processes.

Thus far, we have been successful in driving traffic to our websites and building a client base by utilizing viral marketing strategies. Specifically, we have built a presence on leading social-media sites such as Facebook and Twitter. Through these sites, we post information about our services and make daily attempts to engage our target audience. This process is designed to drive traffic to our websites and eventually leads to sales. The viral marketing strategy is cost-effective, and we do not anticipate any significant costs arising from this strategy.

~~We currently operate the following websites, which are not incorporated as part of this Form 10-Q:~~

·~~www.ObitX.com~~

·~~www.ehesive.com~~

·~~www.latestPR.com~~

·~~www.Marketaro.com~~

·~~www.BlogCertified.com~~

~~Corporate Information~~

~~Our principal executive office is located at 4720 Salisbury Road, Jacksonville, Florida 32256 and our telephone number is (904) 748-9750. Our fiscal year end is January 31 of each calendar year.~~

~~Implications of Being an Emerging Growth Company~~

~~We currently qualify as an “emerging growth company” as defined in the JOBS Act. For as long~~ as, we continue to be an emerging growth company, we expect that we will take advantage of the reduced reporting requirements that are otherwise applicable to public companies. These reduced reporting requirements include:

·~~not being required to comply with the auditor attestation requirements of Section 404(b) of the SarbanesOxley Act of 2002, as amended (the “~~~~SarbanesOxley Act~~~~”);~~

·~~reduced disclosure obligations regarding executive compensation in this prospectus and in our future periodic reports, proxy statements and registration statements; and~~

·~~not being required to hold~~satisfy a ~~non-binding advisory vote on executive compensation or to seek stockholder approval of any golden parachute payments not previously approved.~~

We may continue to take advantage of these reduced reporting obligations until March 30, 2022. However, if certain events occur prior to such date, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three year period, we would cease to be an emerging growth company.

We have elected to take advantage of certain of the reduced disclosure obligations regarding executive compensation and other matters in this prospectus and other filings we make with the SEC. As a result, the information that we provide to our stockholders is different than the information you might receive from other public fully reporting companies in which you hold equity interests.

The JOBS Act also provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to avail ourselves of this exemption and, therefore, we are not subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

~~BUSINESS STRATEGY~~

OBITX Inc. is an advertising company marketing products and services using digital technologies across the internet, mobile devices, display advertisements, and other digital mediums. As a technology driven company, we do Software as a Service (SaaS) development, deployment, and day-to-day operations. In addition, we provide website designs, copywriting, copyediting, social networking, influencing and campaign management. OBITX has developed proprietary software and web presence for the promotion and development of its business strategy.

performance obligation.

15The following table presents revenue of the Company disaggregated by revenue source (in thousands):

We have developed a proprietary cloud based social media platform. This software can be a white label social media cross-platform service utilized in various industry to promote internal and external services and products. Clients may customize the parameters in which the software operates in the promotion and advertisement of their respective business. The software was initially launched under MCIG as its 420 Cloud software solution model. This software helps with managing social media by utilizing the following:

Revenue
	For the three months ended
	April 30,
Net revenue	2021		2020
Transactional revenue
Consulting and services revenue	$	1,040	$	-
Total transaction revenue	$	1,040	$	-
Subscription and services revenue
Staking revenue		41		-
Total subscription and services revenue	$	41	$	-
Total net revenue	$	1,081	$	-
Other revenue
Crypto asset sales revenue		61		-
Interest income		11		-
Total other revenue	$	72	$	-
Total revenue	$	1,153	$	-

Transaction revenue

The Company charges a fee for its services at the transactional level. We provide a service and charge a fee for provided those services. Currently the Company is engaged in developing, engineering, and designing blockchain projects, to include platforms and cryptocurrencies for customers. We typically treat all revenue generated from third parties for services as transaction revenue.

Subscription and service revenue

Subscription and service revenue primarily consist of staking revenue. The Company participates in networks with proof-of-stake consensus algorithms, through creating or validating blocks on the network. In exchange for participating in the consensus mechanism of these networks, the Company earns rewards in the form of the native token of the network. Each block creation or validation is a performance obligation. Revenue is recognized at the point when the block creation or validation is complete, and the rewards are available for transfer. Revenue is measured based on the number of tokens received and the fair value of the token at the date of recognition.

Other revenues

The Company includes Interest income as a part of revenue when generated from non-cash or cash equivalents as other revenue within net revenue. Interest earned on cash and cash equivalents is included in corporate interest income, within other income.

Other revenue also includes the sale of crypto assets. The Company records the total value of the sale in other revenue and the cost of the crypto assets in other operating expenses within the consolidated statements of operations.

86% of the revenue generated by the Company has come from customer in the European theatre.

·Cloud - API / BackEnd: The HTTP and HTTPS API integration allow users greater cloud versatility. This cross-platform APIs allows cloud tenants the ability to access resources from primary cloud providers and others. This system saves time and development since organizations will be able to access the resources and workloads

Table of ~~different cloud providers and platforms.~~
·Content delivery network (CDN): this service stores a cached version of its content in multiple geographical locations (a.k.a., points of presence, or PoPs). The PoPs contain a number of caching servers responsible for content delivery to visitors within its proximity. This places your content in many places at once providing superior coverage to users.
·Single Sign-on / Wallet: single sign-on portal allowing users to enter one set of credentials to access to their web apps in the cloud only once – via desktops, smartphones, and tablets. The password security and multi-factor authentication ensure that only authorized users to get access to sensitive data. This service also allows users to make secure electronic transactions.
·Cloud Cue: A prioritize matching system based on ratings and credentials bringing products and people together. This system uses impression recognition and matching capabilities combined with the ability of mobile image capture to bring people to products they need and even people they want.
·Cloud Wise Buy: This takes cataloged data accompanying a product on an e-commerce portal and presents it in order to help a buyer find the best deal based on the time and geolocation from where the information is sourced.
·Lead Generation Software: Captures information at a point of contacts such as landing pages, white paper downloads, and email openings. These leads are then scored and defined providing information on how customers interact with brands allowing the creation of customer journeys to be used by sales teams to generate more sales.
·Cloud Tienda eCommerce: A centralized e-commerce repository system using a multichannel product content management platform making it easy to centrally manage product information and publish listings in a growing selection of channels and websites.
·Media Processing: This system unifies the media processing chain offering a comprehensive software solution that transforms traditional video preparation and delivery architectures into a cloud operation, accelerating the time it takes you to process photos and videos.
·Cardosaur allows for the use of gift cards to buy and sell items on the internet. Cardosaur will utilize a licensed, third party processor. Its role with be as a referral agent. This gives users the ability to purchase from online vendors, auction sites, and other commercial users while making sure all private user data is encrypted and secure
In addition to the software, the digital advertising based model utilizes marketing methods such as search engine optimization, search engine marketing, content marketing, campaign marketing, social media optimization, influencer marketing, content automation, and email direct marketing. These services are offered through a series of software platforms. These platforms include:
·Ehesive: is a self-serve cost per thousand (CPM) platform that rents digital ad space to publishers to be filled with content from a pool of advertisers. This platform uses content marketing, campaign marketing, and content automation to help users reach the most potential viewers.
·Marketaro: is our email service for developers and marketers with pre-built marketing automations to help send newsletters, shipping notices, password resets, and promotional emails to clients personal email lists.
·Latest PR: is a press release circulation service using SEO to place a press release high in google listing. When a user publishes a press release through the website, they are given the following automation tools: Social Media Distribution, Search Engine Distribution, Extended Marketaro Distribution, National Media Distribution, Premium International Distribution, Bulk Blast Industry Generic, Blog Certified Sponsor Post, Published on 3rd party sites related to network, Images and Video Included within Post.
·Blog Certified: is our digital ad service that uses influencers as publishers renting out ad space on their blogs to sell to advertisers. This platform offers world-class advertising management, professional advertising implementation, custom reporting dashboard, mobile optimization, access to all ad-types and tech, site and setup audits, dedicated ad-ops team, priority testing and a data team.
We intend on utilizing these software platform in multiple industries; however, our management team is primarily focused on the blockchain technology business as a key level of interest and future development.
Contents

Note 5. Notes

On March 17, 2021 the Company entered into a loan agreement for $500,000 with Epic Industry Corp, a wholly owned company of Michael Hawkins, the Company’s CFO. The loan was financed with $500,000 of GUSD cryptocurrency tokens, a stable coin. The interest rate is 3% per annum. The loan is due in full on April 1, 2022.

Note 6. Related Party Transactions

During the three months ending April 30, 2021 and year ended January 31, 2021 Overwatch Partners paid multiple different expenses on behalf of the Company, which the Company treats as an account payable to related party. The total amount owed by the Company to Overwatch Partners as of April 30, 2021 was $22,862. The amount owed for the year ended January 31, 2021 was $12,862.

During the quarter ended April 30, 2021 the Company booked $571,252 in consulting expense to Epic Industry Corp directly related to sales as per the terms of the Agreement.

During the quarter ended April 30, 2021 the Company booked $114,250 in payroll expense to Michael Hawkins, which represents 10% of the total sales during the quarter as per the terms of his Agreement.

The Company issued seven warrants to its officers and directors which may purchase up to a total of 1,100,000 common shares of stock at $2.21 per share during the quarter ended April 30, 2021. (See Note 12 – Warrants).

On March 17, 2021 the Company borrowed $500,000 from Epic Industry Corp, a wholly owned company of Michael Hawkins, the Company’s Chairman and CFO. (See Note 5 – Notes)

On April 29, 2020 the Company converted 5,000,000 shares of common stock owned by BOTS, Inc., into 500,000 shares of Series B Preferred stock (see Note 7 – Stockholders’ Equity).

On April 22, 2020 the Company converted $104,987 outstanding accounts payable to Paul Rosenberg into 130,128 shares of common stock of the company at $0.75 per share. (See Note 7 – Stockholder’s Equity)

On April 17, 2020 the Company issued 50,000 shares of Series A Preferred Stock to Epic Industry Corp and 100,000 shares of Series A Preferred Stock to Overwatch Partners, Inc. (See Note 7 – Stockholder’s Equity).

On April 17, 2020 the Company issued 150,000 shares of Series B Preferred Stock to Paul Rosenberg. (See Note 7 – Stockholder’s Equity).

Note 7. Stockholders’ Equity

Common Stock

As of April 30, 2021 and January 31, 2021, the Company had 200,000,000 common shares authorized, with 6,074,125 and 5,974,125 common shares at a par value of $0.0001 issued and outstanding, respectively.

On April 12, 2021 Epic Industry Corp, wholly owned by Michael Hawkins, the Company’s CFO, exercised the warrant it has and purchased 100,000 shares of common stock in exchange for $100,000. Epic Industry Corp elected to issue the shares in the name of Timothy R Schucker and Anastasia Hawkins JTWROS, the daughter and son-in-law of Michael Hawkins.

On April 22, 2020 the Company converted the following accounts payable into shares of common stock at the rate of $0.75 per share. Based upon the stock price of $6.75 on April 22, 2020 the Company recorded the following stock-based compensation as part of the accounts payable conversion action ($ in thousands except for shares issued):

Name	AP Balance		Shares Issued		FMV		Stock Based Compensation
Paul Rosenberg	$	105		130,128	$	878	$	773
Brandy Craig	$	69		88,455	$	597	$	528
Law Offices of Carl G Hawkins	$	6		8,504	$	57	$	51
Thomas G Amon	$	15		19,230	$	130	$	115
Total	$	195		246,317	$	1,662	$	1,467

~~We have created three subsidiaries: i) altCUBE, Inc., ii)~~ ~~Haute Jobs, Inc., and iii) Campaign Pigeon, LLC to provide legal protections for various elements~~

Table of the business plan. Currently, Haute Jobs, Inc., and Campaign Pigeon, LLC have no direct business. altCUBE is a marketing company, which is paid royalties for referrals to ePaymints (www.epaymints.com, which is not incorporated in this prospectus), a credit card processing company. ePaymints also facilitates crypto currency denominated transactions through a third party which may expose the Company to additional risks and losses. altCUBE is paid a recurring referral fee for clients that are introduced and accepted by ePaymints for credit card processing. altCUBE is not a payment processor or a money transmitter, maintains no licenses, and is not required to register under FinTech.
~~INDUSTRY~~
A Blockchain is a decentralized and distributed digital ledger that is used to record transactions across many computers so that the record cannot be altered retroactively without the alteration of all subsequent blocks and the collusion of the network. The blockchain system has been designed to use nodes agreement to order transactions and prevent fraud so that records cannot be altered retroactively. The network orders transaction by putting them together into groups called blocks, each block contains a definite amount of transactions and a link to the previous block. Bitcoin, which is the name of the best-known cryptocurrency, is the one for which blockchain technology was invented. Blockchain is, quite simply, a digital, decentralized ledger that keeps a record of all transactions that take place across a peer-to-peer network.
Bitcoins are not the only type of Digital Assets founded on math-based algorithms and cryptographic security, although it is considered the most prominent as of the date of the filing of this Registration Statement. Over 1,000 other Digital Assets, (commonly referred to as “altcoins”, “tokens”, “protocol tokens”, or “digital assets”), have been developed since the Bitcoin Network’s inception, including Ethereum, Ripple, Litecoin, Dash, and Monero.
~~Blockchain Technologies~~
~~Cryptocurrencies~~
Cryptocurrency is an encrypted decentralized digital currency transferred between peers and confirmed in a public ledger via a process known as mining. As of September 2017, there are over 1,000 digital currencies in existence.
~~Blockchain Value~~
Cryptocurrencies are Digital Asset that is not a fiat currency (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization) and is not backed by hard assets or other credit. As a result, the value of cryptocurrencies is determined by the value that various market participants place on them through their transactions.
~~Exchange Valuation~~
Due to the peer-to-peer framework of cryptocurrencies, transferors and recipients of cryptocurrencies are able to determine the value of the cryptocurrency transferred by mutual agreement or barter with respect to their transactions. As a result, the most common means of determining the value of a cryptocurrency is by surveying one or more Exchanges where the cryptocurrency is publicly bought, sold and traded.
~~Uses of Cryptocurrencies~~
~~Global Cryptocurrency Market~~
Global trade in cryptocurrencies consists of individual end-user-to-end-user transactions, together with facilitated exchange-based trading. There is currently no reliable data on the total number or demographic composition of users on the global exchanges.
~~Goods and Services~~Contents
Cryptocurrencies can be used to purchase goods and services, either online or at physical locations, although reliable data is not readily available about the retail and commercial market penetration of the various cryptocurrencies. To date, the rate of consumer adoption and use of cryptocurrencies for paying merchants has trailed the broad expansion of retail and commercial acceptance of cryptocurrency. Other markets, such as credit card companies and certain financial institutions are not accepting such digital assets. It is likely that there will be a strong correlation between the continued expansion of the Cryptocurrency Network and its retail and commercial market penetration.

~~Anonymity and Illicit Use~~

Preferred Stock

Series A Preferred

As of April 30, 2021 and January 31, 2021, the company had 1,000,000 Series A Preferred shares, par value $0.0001, authorized, with 150,000 and 0 Series A Preferred shares issued and outstanding, respectively. The Series A Preferred stock converts into common stock after 2 years since its issuance. The conversion rate for every 1 share of Series A Preferred stock is 50 shares of common stock. The Series A Preferred stock votes 1,000 shares of common stock for every 1 share. Each share of Series A Preferred stock votes 1,000 shares of common stock, has no redemption rights, receives no dividends and has preference in dissolution over Common Stock.

During the quarter ending April 30, 2020 the Company sold 150,000 shares of Series A Preferred Stock to Epic Industry Corp at par value for a total payment of $15. Epic Industry Corp, through its sole shareholder directed the Company to issue 100,000 shares of Series A Preferred stock to Overwatch Partners, Inc., with the remaining 50,000 shares to Epic Industry Corp. The Company recorded the transaction at FMV of $41,068,419 with the difference assigned as stock-based compensation. The Company valued the stock under ASC 820 utilizing the Option Pricing Method to value conversion rights, and the Market Approach to value the voting control.

Series B Preferred

As of April 30, 2021 and January 31, 2021, the company had 1,000,000 Series B Preferred shares, par value $0.0001, authorized, with 650,000 and 0 Series B Preferred shares issued and outstanding, respectively. The conversion rate for every 1 share of Series B Preferred stock is 10 shares of common stock. Each share of Series B Preferred stock votes 50 shares of common stock, has no redemption rights, receives no dividends and has preference in dissolution over Common Stock and Series A Preferred.

During the quarter ending April 30, 2020 the Company issued 150,000 shares of Series B Preferred stock to Paul Rosenberg in exchange for 60 cryptocurrency ATM machines. Par value of $15 was recorded as inventory with the FMV of $6,629,300 minus the par value being recorded as stock-based compensation. The Company valued the stock under ASC 820 utilizing the Option Pricing Method to value conversion rights, and the Market Approach to value the voting control.

On April 29, 2020 the Company converted 5,000,000 shares of common stock owned by BOTS, Inc., into 500,000 shares of Series B Preferred stock. BOTS is restricted from converting the Series B Preferred stock into common stock for a period of 24 months from the conversion. There was no gain or loss on conversion due to conversion terms.

Note 8. Basic Income per Share before Non-Controlling Interest

Basic Income Per Share - The computation of basic and diluted loss per common share is based on the weighted average number of shares outstanding during each period. The income per share for the quarter ended April 30, 2021 was $0.13 per share. The loss per share for the quarter ended April 30, 2020 was a loss of $4.93 per share.

The computation of basic loss per common share is based on the weighted average number of shares outstanding during the period.

Note 9. Discontinued Operations

The Blockchain Network was not designed to ensure the anonymity of users, despite a common misperception to the contrary. All transactions are logged on the Blockchain and any individual or government can trace the flow of cryptocurrencies from one address to another. Off-Blockchain transactions occurring off the Network are not recorded and do not represent actual transactions or the transfer of cryptocurrencies from one digital wallet address to another, though information regarding participants in an Off-Blockchain transaction may be recorded by the parties facilitating such Off-Blockchain transactions. Digital wallet addresses are randomized sequences of 27-34 alphanumeric characters that, standing alone, do not provide sufficient information to identify users; however, various methods may be used to connect an address to a particular user’s identity, including, among other things, simple Internet searching, electronic surveillance and statistical network analysis and data mining. Anonymity is also reduced to the extent that certain Exchanges and other service providers collect users’ personal information, because such Exchanges and service providers may be required to produce users’ information in order to comply with legal requirements. In many cases, a user’s own activity on the Blockchain Network or on Internet forums may reveal information about the user’s identity.

Users may take certain precautions to enhance the likelihood that they and their transactions will remain anonymous. For instance, a user may send its cryptocurrencies to different addresses multiple times to make tracking the cryptocurrencies through the Blockchain more difficult or, more simply, engage a so-called “mixing” or “tumbling” service to switch its cryptocurrencies with those of other users. However, these precautions do not guarantee anonymity and are illegal to the extent that they constitute money laundering or otherwise violate the law.

As with any other asset or medium of exchange, cryptocurrencies can be used to purchase illegal goods or fund illicit activities. The use of cryptocurrencies for illicit purposes, however, is not promoted by the Blockchain Network or the user community as a whole. Furthermore, we do not believe our advertising, marketing, and consulting services has exposure to such uses because the services we provide are curated by our management and team.

~~DESCRIPTION OF SUBSIDIARIES~~

~~altCUBE, Inc.~~

We incorporated on June 4, 2018 in the state of Wyoming. altCUBE, Inc. was created to provide services in the arena of promoting individual advertising solutions and enabling access to the financial crypto global market, providing modern, efficient, clean and intuitive user interface.

~~Campaign Pigeon, LLC~~

~~We incorporated on May 10, 2018 in the state of Wyoming. Campaign Pigeon, LLC was created to provide services in the arena of online marketing and generating advertising.~~

~~Haute Jobs, LLC~~

~~We incorporated on May 10, 2018 in the state of Wyoming. Haute Jobs, LLC was created to provide services in the arena of job marketing and matching services, to perform an as an employment center.~~

~~Critical Accounting Policies and Estimates~~

~~Our discussion and analysis of our financial condition and results of operations are based upon our financial statements,~~On April 20, 2020 the company impaired the 420Cloud software, which ~~have been prepared~~was made effective on January 31, 2018. The Company recognized $800 in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to uncollectible receivables, inventory valuation, deferred compensation and contingencies.

We base our estimates on historical performance and on various other assumptions that we believe to be reasonable under the circumstances. These estimates allow us to make judgments about the carrying values of assets and liabilities that are not readily apparentexpenses from ~~other sources.~~

We believe the following accounting policies are our critical accounting policies because they are important to the portrayal of our financial condition and results of operations and they require critical management judgments and estimates about matters that may be uncertain. If actual results or events differ materially from those contemplated by us in making these estimates, our reported financial condition and results ofits discontinued operations for ~~future periods could be materially affected.~~

~~Our operating results for the~~ three ~~and nine~~ months ended ~~October 31, 2018 and 2017 are summarized as follows:~~

April 30, 2020.

For the three months ended

For the nine months ended

October 31,

October 31,

2018

2017

2018

2017

Sales

$          46,320

$        1,266,150

$          84,610

$       1,266,150
Total Cost of Sales

           180,518

              262,538

           520,164

             330,433
Gross profit (loss)

          (134,198)

      1,003,611.92

          (435,554)

             935,717
Total operating expenses

             81,986

                35,002

           255,149

             103,672
Net income (loss) from operations

          (216,184)

              968,610

          (690,702)

             832,045

Note 10. Commitments and Contingencies

Note 11. Legal Proceedings

The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.

Note 12. Warrants

On November 1, 2017 the Company issued 7 warrants to officers, directors, and investors for the purchase of up to 3,000,000 shares of common stock at $1.00 per share. The warrants expire on November 1, 2022 at 5:00 PM Eastern Standard Time. The warrants contain participation rights to any registration statement filed by the Company. In April 2020 the Company cancelled one warrant that authorized the purchase of up to 250,000 shares of common stock. Warrants have been exercised three times for a total of 75,000 shares of common stock for $75,000, which was paid $35,000 in cash and $40,000 as a reduction to accounts payable.

~~Results~~

Table of ~~Operations for the three months ended October 31, 2018 and 2017~~
~~Revenue~~
Our revenue from operations for the three months ended October 31, 2018 was $46,320 compared to $1,266,150, a decrease of $1,219,830 from the three months ended October 31, 2017. This decrease is primarily a result in the decrease is revenue earned through cryptocurrency advertisers.
~~Cost of Goods Sold~~
Our cost of goods sold for the three months ended October 31, 2018 was $180,518 compared to $262,538 for the three months ended October 31, 2017. The decrease of $82,020 is primarily due to the decrease in labor cost and direct expenses associated with cryptocurrency advertisers.
~~Gross Profit/Loss~~
Our gross loss for the three months ended October 31, 2018 was $134,198 compared to a gross income of $1,003,612 for the three months ended October 31, 2017. The gross loss of $134,198 for the three months ended October 31, 2018 represents approximately 290% as a percentage of total revenue. The gross profit of $1,003,612 for the three months ended October 31, 2017 represents approximately 79% as a percentage of total revenue. This decrease in the gross profit is primarily attributed to the inclusion of amortization of assets directly associated with sales and the lack of advertising revenue generated in cryptocurrency field.
~~Operating Expenses~~
~~Our operating expenses increased by $46,984 to $81,986 for the three months ended October 31, 2018, from $35,002 for the three months ended October 31, 2017.~~
Contents

The increase was primarily due to the increase in selling, general and administrative of $2,304, professional fees of $2,925, payroll of $5,153, consulting fees of $36,477, and amortization and depreciation of $646 with a decrease inmarketing expense of $521.

On February 1, 2021 the Company issued 4 warrants to the Directors (Mark Gilroy, Michael Hawkins, Paul Rosenberg, and Robert Adams) for the purchase of up to a total consolidated 500,000 shares of common stock at $2.21 per share. Each warrant holder was authorized to purchase up to 125,000 shares of common stock. Under the vesting schedule 50,000 shares are vested upon signing and 25,000 per year for three consecutive years. The warrants expire on January 31, 2026 at 5:00 PM Eastern Standard Time.

On March 11, 2021 the Company issued 3 warrants to the Officers (Robert Adams, Eric Jaffe, and Michael Hawkins) for the purchase of up to a total consolidated 600,000 shares of common stock at $2.21 per share. Each warrant holder was authorized to purchase up to 200,000 shares of common stock. Under the vesting schedule 50,000 shares are vested upon signing and 50,000 per year for three consecutive years. The warrants expire on January 31, 2026 at 5:00 PM Eastern Standard Time.

A summary of warrant activity for three months ended April 30, 2021 is as follows:

			Weighted
			Average
			Conversion
	Shares		Price

Warrants outstanding at January 31, 2021		2,675,000	$	1.00

Exercised		100,000	$	1.00
Granted		1,100,000	$	2.21
Warrants outstanding at April 30, 2021		3,675,000	$	1.36

Note 13: Sale/acquisition of Assets to/from Related Party

On April 26, 2021 the Company entered into a settlement agreement with Render Payment, LLC members. Under the settlement the Company became the sole owner of Render Payment, LLC. As part of the transaction the Company recognized other income of $233,359 as fair market value of the assets obtained under the settlement. The Company received two vehicles with FMV of $49,250 each and the Render Payment Processing Software with an FMV of $134,859.

On May 13, 2020 the Company sold its 420 Cloud Software to First Bitcoin Capital, Inc., for the purchase price of $1,900,000. The $1,900,000 was paid through the transfer of $500,000 in BIT cryptocurrency and a $1,400,000 convertible promissory note. The Company received 122,968,776.18 BIT tokens at the price of $0.004066098 per token. The convertible promissory note has a simple interest fee of 9% per year and may be converted into First Bitcoin Capital Corp stock at a 10% discount to market or in additional BIT cryptocurrency tokens. The Note has no expiration date. The convertible note receivable is currently convertible into stock that is thinly traded on the OTC Markets and since it was related party the credit is to equity. As of April 30, 2021 the Company has recorded as accrued interest on the note of $100,935.

~~Our total operating expenses for the three months ended October 31, 2018~~

Table of $81,986 consisted of $11,156 of selling, general and administrative expenses, $2,925 of professional fees, consulting expense of $57,477, marketing expense of $804, payroll of $8,978, and $646 of amortization and depreciation expenses. Our general and administrative expenses consist of bank charges, telephone expenses, meals and entertainments, computer and internet expenses, postage and delivery, office supplies and other expenses.
~~Net Income/Loss~~
Our net loss from operations of $216,184 for the three months ended October 31, 2018 from a net income of $968,610 for the three months ending October 31, 2017 represents a deficit of $1,184,794. The increase in net loss compared to the prior period net income is primarily a result of the gross profit decrease of $1,137,810, and an increase in operating expenses of $46,984.
~~Results of Operations for the nine months ended October 31, 2018 and 2017~~
~~Revenue~~
Our revenue from operations for the nine months ended October 31, 2018 was $84,610 compared to $1,266,150, a decrease of $1,181,540 from the nine months ended October 31, 2017. This increase is primarily a result in the decrease is revenue earned through cryptocurrency advertisers.
~~Cost of Goods Sold~~
Our cost of goods sold for the nine months ended October 31, 2018 was $520,164 compared to $330,433 for the nine months ended October 31, 2017. The increase of $189,731 is due to the decreases in cost of services of $139,55, and shipping of $202, with increases in computer leases of $4,131, software maintenance of $45,770, and depreciation expenses of $279,515.
~~Gross Profit/Loss~~
Our gross loss for the nine months ended October 31, 2018 was $435,554 compared to a gross income of $935,717 for the nine months ended October 31, 2017. The gross loss of $435,554 for the nine months ended October 31, 2018 represents approximately 515% as a percentage of total revenue. The gross profit of $935,717 for the nine months ended October 31, 2017 represents approximately 74% as a percentage of total revenue. This decrease in the gross profit is primarily attributed to decrease of revenue of $1,181,540 and an increase in cost of sales of $189,731.
~~Operating Expenses~~
~~Our operating expenses increased by $151,477 to $255,149 for the nine months ended October 31, 2018, from $103,672 for the nine months ended October 31, 2017.~~
The increase was primarily due to the increase in selling, general and administrative of $2,304, professional fees of $24,033, marketing fees of $5,070, consulting fees of $126,977, and amortization and depreciation of $1,531 with a decrease in payroll of $10,537.
Our total operating expenses for the nine months ended October 31, 2018 of $255,149 consisted of $20,051 of selling, general and administrative expenses, $24,033 of professional fees, consulting expense of $168,977, marketing expense of $9,795, payroll of $30,761, and $1,531 of amortization and depreciation expenses. Our general and administrative expenses consist of bank charges, telephone expenses, meals and entertainments, computer and internet expenses, postage and delivery, office supplies and other expenses.
~~Net Income/Loss~~
Our net loss from operations of $690,702 for the nine months ended October 31, 2018 from a net income of $832,045 for the nine months ending October 31, 2017 represents a deficit of $1,522,747. The increase in net loss compared to the prior period net income is primarily a result of the decrease in gross profit of $1,371,271, and operating expenses of $151,477.
Contents

~~Liquidity and Capital Resources~~

Note 14. Cryptocurrency Assets

The Company records cryptocurrency assets as an Intangible Asset with Infinite Life. We classify cryptocurrency that have a market value and substantial liquidity as Current Intangible Assets, which we value at fair market value in accordance with Statement No. 157. Cryptocurrencies that do not trade on a market or have limited liquidity as classified as Non-current Intangible Assets and are recorded on a cost basis. The following chart shows our cryptocurrency assets held for the quarter ended April 30, 2021 and for the year ended January 31, 2021:

Everything Blockchain Cryptocurrency Holdings
Current Assets (in thousands)
	As of		As of
	April 30, 2021		January 31, 2021
Coin Symbol	FMV		FMV
BTC	$	579	$	-
ETH		1		-
GUSD		191		-
HEX		1,305		123
	$	2,076	$	123

Non-Current Assets (in thousands)
	As of		As of
	April 30, 2021		January 31, 2021
Coin Symbol	Cost Basis		Cost Basis
PRES	$	3	$	15
BIT		77		83
	$	80	$	98

Note 15. Subsequent Events

In May 2021 the Company issued 5,000 shares of common stock to Sara Moline who will provide services as an executive assistant for the Company for a probationary period of three months.

On May 23, 2021 the Company entered into an Investor Relations agreement with RedChip Companies. The term of the agreement is for one year. The Company will pay $12,500 per month plus issue 75,000 shares of common stock.

~~Introduction~~

Table of Contents

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

Certain statements in this section contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this report and not clearly historical in nature are forward-looking, and the words “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “potential,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) generally are intended to identify forward-looking statements. Any statements in this report that are not historical facts are forward-looking statements. Actual results may differ materially from those discussed from time to time in the Company’s Securities and Exchange Commission filings. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made except as required by law.

EXECUTIVE OVERVIEW

The executive overview of the MD&A highlights selected information and does not contain all of the information that is important to readers of this Quarterly Report on Form 10Q.

Our strong first quarter results reflect the strength of the crypto price cycle we entered in Q4 2020. We saw many crypto assets reach all time high prices, high levels of volatility, and increased interest across the entire blockchain. Crypto market capitalization reached nearly $2 trillion at the end of the first quarter compared to $1 trillion at the end of last quarter of the last fiscal year. We were well positioned to take advantage of this market trend.

Our involvement in certain development projects since revamping our operations in April 2020 has provided substantial amounts of cryptocurrencies at entry point levels during initial roll out of new platforms and products. Accepting these payments in cryptocurrencies has opened the doors to staking and interest earning at unprecedented rates within the markets which has compounded our growth. While we accept certain and inherent risks associated with the volatility of the current blockchain markets, our involvement with clients birthing new products limits our risks to time, effort, and energy risks which shields us from the blockchain markets rise and falls. While we are not immune to the variances within the market, our basis of entry is often low and as such can withstand the day-to-day valuations of the market.

Despite our strong first quarter results, the rapid expansion of Blockchain also creates challenges for us. Competition is increasing as new market entrants join the blockchain every month. Our competitors are supporting certain crypto assets that are experiencing large trading volume and growth in market capitalization that we do not currently participate in, as well as offering new products and services that we are developing and/or do not offer. We welcome these challenges as they indicate that the market we serve is growing rapidly, but we also have to continue to move quickly to address them, and that inspires us towards action and growth.

HISTORY AND BACKGROUND

Company Name

The Company was incorporated in the State of Delaware on March 30, 2017 originally under the name GigeTech, Inc. On October 31, 2017, the Company changed its name to OBITX, Inc. On May 23, 2021, the Company changed its name from OBITX, Inc., to Everything Blockchain, Inc.

The Company is headquartered in Fleming Island, Florida.

Change of Control

The Company was founded as a wholly owned subsidiary of BOTS, Inc. On November 1, 2017, the Company had its first change of control when additional shares were issued to the Company’s management and consultants. In addition, BOTS conducted a spin-off issuing shares of ownership of the Company to its shareholders. On April 17, 2020 shares of Series A Preferred stock were issued to two parties effecting the Company’s second change of control.

Business Model

~~During the nine months ended October 31, 2018 we utilized $17,211 in cash. Our cash on hand as~~

Table of ~~October 31, 2018 was $39.~~Contents

GENERAL OVERVIEW

The Company is headquartered in Fleming Island, Florida.

Our current website can be found at www.obitx.com, which is not incorporated as part of this Form 10Q. In addition, we have acquired the domain www.everythingblockchain.io which is not incorporated as part of this Form 10Q, nor currently operational.

Corporate Information

Our principal executive office is located at 3027 US Highway 17, Fleming Island, Florida 32003 and our telephone number is (321) 802-2474.

Our fiscal year end is January 31 of each calendar year.

EMPLOYEES AND CONSULTANTS

As of April 30, 2021, the Company has 4 employees. There are currently 3 consultants who fulfill a majority of the sales and marketing aspects of the business operations. Current management receives no base salary and is paid 10% of the gross sales earned by the Company.

Available Information

All reports of the Company filed with the SEC are available free of charge through the SEC’s Web site at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to uncollectible receivables, inventory valuation, deferred compensation and contingencies.

We believe the following accounting policies are our critical accounting policies because they are important to the portrayal of our financial condition and results of operations and they require critical management judgments and estimates about matters that may be uncertain. If actual results or events differ materially from those contemplated by us in making these estimates, our reported financial condition and results of operations for future periods could be materially affected.

Results of Operations

Our operating results for the three months ended April 30, 2021 and 2020 is summarized as follows (in thousands):

	For the three months ended
	April 30,
	2021		2020

Sales	$	1,153	$	-
Cost of services		571		-
Gross income		582		-
Total operating expenses		140		(48,212	)
Net profit (loss) from operations	$	442	$	(48,212	)

~~Cash Requirements~~

~~We had cash available~~

Table of ~~39 as of October 31, 2018.~~Contents

Results of Operations for the three months ended April 30, 2021 and 2020

Revenue

We generated $1,153K in revenue for the quarter ending April 30, 2021 and no revenue from operations for the three months ended April 30, 2020. Revenue generated for the quarter ended April 30, 2021 consisted of $1,040K from consulting services, $41K from staking, $61K from the sale of cryptocurrency sales, and $11K in interest.

Cost of Goods Sold

The cost of services for the quarters ending April 30, 2021 was $571K as compared to $0 for the quarter ending April 30, 2020.

Gross Profit

The gross profit for the quarter ended April 30, 2021 was $582K as compared to $0 for the quarter ended April 30, 2020.

Operating Expenses

Our operating expenses decreased by $48,072K to $140K for the three months ended April 30, 2021, from $48,212K for the three months ended April 30, 2020.

In the three months ended April 30, 2021 our consultant fees of $0K decreased by $34K from $34K for the quarter ending April 30, 2020. Our payroll increased by $114K for the quarter ended April 30, 2021. There was no payroll for the quarter ended April 30, 2020. Our selling, general and administrative costs were reduced by $48,153K to $25K for the quarter ending April 30, 2021 from $48,178K for the quarter ending April 30, 2020.

Our general and administrative expenses consist of payroll , consultant fees, bank charges, telephone expenses, meals and entertainments, computer and internet expenses, postage and delivery, office supplies, professional fees, legal, accounting, reporting fees, and other miscellaneous fees.

Net Profit/Loss from operation

Our net profit/loss from operations increased by $48,654K to a net profit of $442K for the three months ended April 30, 2021 as compared to a net loss of $48,212K for the quarter ended April 30, 2020. The difference primarily came from stock-based compensation expense recorded in the quarter ended April 30, 2020. We had a $537K increase in consulting fees and an increase of $114K in payroll. With the exception of the stock-based compensation expense we had of an increase of $14K in selling, general and administrative cost.

Discontinued Operations

We recorded a loss of $800 from discontinued operations for the three months ended April 30, 2020.

Liquidity and Capital Resources

Introduction

During the three months ended April 30, 2021 we gained $41K in cash. Our cash on hand as April 30, 2021 was $41K.

Cash Requirements

We had cash available of $41K as of April 30, 2021. Based on our revenues, cash on hand and current monthly burn rate, we must rely on financing to fund current operations on a daily basis.

~~Sources and Uses~~

Table of ~~Cash~~
~~Operations~~
~~We used $56,140 in cash by operating activities for the nine months ended October 31, 2018, as compared to $333,995 for the nine months ended October 31, 2017.~~
Net cash used by operations consisted primarily of the net loss of $690,702 offset by non-cash expenses of $225,849 consisting of $365,006 in depreciation and amortization of assets. Additionally, changes in assets and liabilities consisted of decreases of $215,456 in accounts receivable and prepaid expenses of $224 with increases in accounts payable of $54,324.
~~Investments~~
We utilized $122,319 in investing activities for the nine months ended October 31, 2018 compared to using $3,127,245 for the nine months ended October 31, 2017. Our investing activities consisted primarily of $108,196 in assets held for sale, along with $5,822 utilized in the acquisition of property, plant, and equipment and $8,301 in intangible assets.
~~Financing~~
We had net cash provided in financing activities of $162,148 and $3,463,737 for the nine months ended October 31, 2018 and 2017 respectively. Our financing activities consisted of an increase in net proceeds from the issuance of stock of $3,463,737 for October 31, 2017 and an increase of $162,148 of advances made by a related party for October 31, 2018.
~~Off-Balance Sheet Arrangements~~
We have no 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 we consider material.
~~Going Concern~~
Our financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is relatively new and has a short history and relatively few sales, no certainty of continuation can be stated. The accompanying financial statements for the three and nine months ended October 31, 2018 have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The working capital for the 9 months ended October 31, 2018 is $860,410.
While the company has working capital The Company has suffered losses from operations in the amount of $690,702 for the nine month period ended October 31, 2018 and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern
~~Item 3. Quantitative and Qualitative Disclosures about Market Risk~~
~~We are a smaller reporting company and therefore, we are not required to provide information required by this Item of Form 10-Q.~~
Contents

Sources and Uses of Cash

Operations

We gained $1,393K in cash by operating activities for the three months ended April 30, 2021, as compared to using $15K for the three months ended April 30, 2020.

Net cash gained for the quarter ended April 30, 2021consisted primarily of the net profit of $767K with non-cash adjustments due to impairment of cryptocurrencies of $17K. In addition, changes in assets and liabilities consisted of increases of $634K in accounts payable to related party, $17K in accounts payable, $233K in reverse of bad debt, $200K in deferred revenue and $10K in accrued interest and a decrease of $1K in prepaid expenses.

Net cash used by operations for the quarter ended April 30, 2020 consisted primarily of the net loss of $48,218K offset by non-cash expenses of $48,513K in stock-based compensation and $4K of imputed interest. Additionally, changes in assets and liabilities consisted of increases of $45K in accounts payable, and $1K in accrued interest.

Investments

We utilized $1,933K and $0 in investing activities for the three months ended April 30, 2021 and April 30, 2020. The Company accepted payment and/or purchased $1,933K in cryptocurrencies for the quarter ended April 30, 2021.

Financing

We had net cash provided in financing activities of $600K and $15K for the quarters ending April 30, 2021 and 2020 respectively. Our financing activities consisted of an increase of $500K in a loan from a related party and $100K in net proceeds from the issuance of stock for the quarter ending April 30, 2021. In addition, we had a $15 net increase from loans from a related party for the quarter ending April 30, 2020.

Off-Balance Sheet Arrangements

We have no 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 we consider material.

Going Concern

Our financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is relatively new and has a short history and relatively few sales, no certainty of continuation can be stated. The accompanying financial statements for the three months ended April 30, 2020 have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

Currently the company has a negative working capital as there have been a significant loss. The large accumulated deficit raises substantial doubt about its ability to continue as a going concern.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company and therefore, we are not required to provide information required by this Item of Form 10-Q.

Item 4. Controls and Procedures

~~Evaluation of Disclosure Controls and Procedures~~

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

~~We carried out an evaluation, under the supervision and with the participation~~

Table of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2018. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.
Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report because we did not document our Sarbanes-Oxley Act Section 404 internal controls and procedures.
~~As funds become available to us, we expect to implement additional measures to improve disclosure controls and procedures such as implementing and documenting our internal controls procedures.~~
~~Changes in internal controls over financial reporting~~
~~There have been no changes in our internal control over financial reporting during the quarter ended October31, 2018that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.~~
~~Limitations on the Effectiveness of Controls~~
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The Company’s management, including its Principal Executive Officer and its Principal Financial Officer, do not expect that the Company’s disclosure controls will prevent or detect all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
~~PART II – OTHER INFORMATION~~
~~Item 1. Legal Proceedings~~
The Company is not involved in any legal proceedings which management believes will have a material effect upon the financialcondition of the Company, nor are any such material legal proceedings anticipated.
~~Item 1A. Risk Factors~~
~~As a smaller reporting company, we are not required to provide the information required by this Item.~~
~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~
~~None.~~Contents

Item 4. Controls and Procedures

~~Item 3. Defaults Upon Senior Securities~~Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2019. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report because we did not document our Sarbanes-Oxley Act Section 404 internal controls and procedures.

As funds become available to us, we expect to implement additional measures to improve disclosure controls and procedures such as implementing and documenting our internal controls procedures.

Changes in internal controls over financial reporting

There have been no changes in our internal control over financial reporting during the quarter ended April 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The Company’s management, including its Principal Executive Officer and its Principal Financial Officer, do not expect that the Company’s disclosure controls will prevent or detect all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~There have been no events that are required to be reported under this Item.~~

~~Item 4. Mine Safety Disclosures~~

~~There have been no events that are required to be reported under this Item.~~

~~Item 5. Other Information~~

~~There have been no events that are required to be reported under this Item.~~

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not involved in any legal proceedings which management believes will have a material effect upon the financial condition of the Company, nor are any such material legal proceedings anticipated.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On April 22, 2020 the Company converted the following accounts payable into shares of common stock at the rate of $0.75 per share.

~~Item 6. Exhibits~~Name	Shares Issued
~~31.1~~Paul Rosenberg		130,128
Brandy Craig		88,455
Law Offices of Carl G Hawkins		8,504
Thomas G Amon		19,230
Total		246,317

During the quarter ending April 30, 2020 the Company issued 150,000 shares of Series B Preferred stock to Paul Rosenberg in exchange for 60 cryptocurrency ATM machines.

On April 29, 2020 the Company converted 5,000,000 shares of common stock owned by BOTS, Inc., into 500,000 shares of Series B Preferred stock.

On May 19, 2021 the Company issued 5,000 shares of common stock to Sarah Moline for services provided.

On May 23, 2021 the Company issued 75,000 shares of common stock to RedChip Companies, Inc.

Item 3. Defaults Upon Senior Securities

There have been no events that are required to be reported under this Item.

Item 4. Mine Safety Disclosures

There have been no events that are required to be reported under this Item.

Item 5. Other Information

There have been no events that are required to be reported under this Item.

Table of Contents

Item 6. Exhibits

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 *		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 *		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* Furnished herewith.

Table of Contents

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.

	Everything Blockchain, Inc.

~~31.2~~Dated: June 2, 2021	By:	/s/ Eric Jaffe
~~Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~	Its:	Eric Jaffe
		Chief Executive Officer (Principal Executive Officer)

Dated: June 2, 2021	By:	/s/ Michael Hawkins
32.1 *	Its:	~~Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~Michael Hawkins

32.2 *		~~Certification of Principal~~Chief Financial ~~Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~101.INS~~			~~XBRL Instance Document~~

~~101.SCH~~			~~XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~			~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF~~			~~XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.LAB~~			~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~			~~XBRL Taxonomy Extension Presentation Linkbase Document~~

			* Furnished herewith.

~~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.~~

	~~OBITX, INC.~~


~~Dated: January 10, 2019~~		~~/s/ Alex Mardikian~~
	~~By:~~	~~Alex Mardikian~~
	~~Its:~~	~~Chief Executive~~ Officer (Principal ~~Executive~~Financial Officer)


~~Dated: January 10, 2019~~		~~/s/ Brandy Craig~~
	~~By:~~	~~Brandy Craig~~
	~~Its:~~	~~Chief Financial Officer~~ ~~(Principal Financial Officer)~~22

~~Nevada~~Delaware	~~27-4439285~~	82-1091922
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~4720 Salisbury Road~~~~Jacksonville,~~3027 US Highway 17 Fleming Island, FL	~~32256~~	32003
(Address of principal executive offices)	~~(Zip~~	(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer
~~Registrant’s telephone number, including area code~~☐	~~(570) 778-6459~~Smaller reporting company	☒
		Emerging growth company	☐

PART I. FINANCIAL INFORMATION
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes [√] No [ ]~~
Indicate by check mark whether the registrant has submitted electronically 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 [√] 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.
~~Large accelerated filer [ ]~~	~~Accelerated filer [ ]~~
~~Non-accelerated filer [ ]~~	~~Smaller reporting company [√]~~
~~(Do not check if smaller reporting company)~~

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [√]~~
~~As of September 15, 2018, the Company had 5,460,000 shares of common stock, $0.0001 par value outstanding.~~
~~Transitional Small Business Disclosure Format Yes [ ] No[√]~~

~~OBITX, INC.~~ ~~TABLE OF CONTENTS~~
~~PART I. FINANCIAL INFORMATION~~Item 1.	Financial Statements		3
~~Item 1. Financial Statements~~	3
~~Condensed~~ Consolidated Balance Sheets as of ~~October 31, 2018~~April 30, 2021 (unaudited) and January 31, ~~2018~~2021		4
~~Condensed~~	Consolidated Statements of Operations for the three months April 30, 2021 and ~~nine months ended October 31, 2018 and 2017~~2020 (unaudited)		5
~~Condensed~~	Consolidated Statements of Changes in Stockholder’s Equity for the three months April 30, 2021 and 2020 (unaudited)		6
	Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~October 31, 2018~~April 30, 2021 and ~~2017~~2020 (unaudited)	6	7
	Notes to ~~Condensed~~ Consolidated Financial Statements (unaudited)	7	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
~~Item 4. Controls and Procedures~~	19
~~PART II. OTHER INFORMATION~~18
Item ~~1. Legal Proceedings~~4.	Controls and Procedures	20	19
~~Item 1A. Risk Factors~~	20
PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		20
Item 1A.	Risk Factors		20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		20
Item 3.	Defaults Upon Senior Securities		20
Item 4.	Mine Safety Disclosures		20
Item 5.	Other Information		20
Item 6.	Exhibits		21
~~SIGNATURES~~		22
SIGNATURES			22