This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as "anticipate," "expect," "intend," "plan," "believe," "foresee," "estimate" and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future, and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.





Working Capital



Results of Operations



Working Capital



                           April 30, 2022       April 30, 2021
                                 $                    $
Current assets                      33,540               17,097
Current liabilities                466,530            1,786,638
Working capital deficit           (432,990 )         (1,769,541 )




Cash Flows



                                                   Year Ended           Year Ended
                                                 April 30, 2022       April 30, 2021

Cash flows used in operating activities $ (116,720 ) $ (193,206 ) Cash flows provided by financing activities

              150,000              193,300
Cash flows used in investing activities                        -                    -
Net increase (decrease) in cash during period   $         33,280     $             94




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For the years ended April 30,2022 compared to the year ended April 30, 2021





Operating Revenue


The Company had no revenue for the years ended April 30,2022 and 2021.





Cost of Revenues


The Company had no cost of revenues for the years Ended April 30, 2022, and 2021





Operating Expenses


Compensation was $467,570 for the year ended April 30,2022 and $1,408,000 for the year ended April 30, 2021. In September 2021, the Company and its employees and contractors entered into a settlement agreement in which the Company agreed to issue shares of common stock in settlement of accrued compensation. As part of that settlement, the employees and contractors also agreed to end their compensation under their respective agreements until the board determined that the Company could pay for compensation incurred.

Stock Payable Compensation was $206,700 for the year ended April 30,2022 as compared with $530,000 for the year ended April 30,2021. The $206,700 incurred in the year ended April 30, 2022, represents compensation payable in common shares granted in the period but not issued in the period.

Professional Fees were $87,375 for the year ended April 30,2022 as compared with $152,162 for the year ended April 30,2021. The Company expects future professional fees to increase over 2022 levels as the Company works towards completion of potential acquisitions.

General and administrative expenses consisted primarily of marketing, product development and general expenses. These totaled $56,275 for the year ended April 30,2022 as compared to $110,387 for the year ended April 30, 2021. The Company expects future professional fees to increase over 2022 levels as the Company works towards completion of potential acquisitions.

Derivative gain was $75,516 for the year ended April 30,2022 compared to derivative expense of $85,775 for the year ended April30,2021. Changes in gains or losses will primarily be dependent upon changes in the underlying price of shares of our common stock traded on the OTC Markets bulletin board.

Interest expense was $78,618 for the year ended April 30,2022 compared to $37,638 for the year ended April 30, 2021,





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Net (Loss)


The Company had a net loss of $821,022 for the year ended April 30,2022 as compared to a net loss of $2,323,962 for the year ended April 30,2021.

Liquidity and Capital Resources

The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties through capital investment and borrowing of funds.

As of April 30,2022, the Company had total current assets of $33,540 consisting of cash. As of April 30, 2022 the Company had total current liabilities of $466,530. Current liabilities consisted primarily of accounts payable and accrued liabilities and amounts due from convertible notes outstanding. This resulted in a working capital deficit of $432,990 at April 30,2022

Cash used in Operating Activities

For the year ended April 30,2022 the Company used cash in operating activities of $116,720 compared to cash used of $193,206 for the year ended April 30, 2021

Cash flow from Financing Activities

For year ended April 30,2022 cash provided by financing activities was $ 150,000 compared to $193,300 for the year provided for the same period ended April 30, 2021.





Subsequent Events



On June 23, 2022, the Company executed a Letter of Intent with the shareholders of Progressus Clean Technologies, Inc. ("Progressus").whereby the Company shall acquire all of the issued and outstanding shares of Progressus, a private company incorporated in Delaware.

Progressus is a venture stage green technology company focused on the development of novel hydrogen generation and separation technologies. Progressus owns the exclusive rights and intellectual property pertaining to the Advanced Electrolyzer System for the production of hydrogen from dilute syngas.





Future Financings


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

Since inception, we have financed our cash flow requirements through issuance of common stock and loans to third parties. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of revenues. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. In the future we will need to generate sufficient revenues from sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.





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We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth.

To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our business model and website, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition, and results of operations.

Off-Balance Sheet Arrangements

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





Critical Accounting Policies



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

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

Recently Issued Accounting Pronouncements

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





Contractual Obligations


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

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