UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form 10-Q~~

FORM 10-Q

(Mark One)

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

For the quarterly period ended October 31, ~~2020~~2021

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

For the transition period from _______________ to _______________.

Commission file number: ~~333-222978~~000-56142

~~OBITX,~~Everything Blockchain, Inc.

(Exact name of registrant as specified in its charter)

~~(Exact name of registrant as specified in its charter)~~

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

~~3027 US Highway 17~~12574 Flagler Center Blvd, Suite 101 ~~Fleming Island,~~Jacksonville, FL	~~32003~~32258
(Address of principal executive offices)	(Zip Code)	~~(Zip Code)~~

~~(321) 802-2474~~(904) 454-2111

Registrant’s telephone number, including area code

3027 US Highway 17

Fleming Island, FL 32003

(Former name and address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth 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)
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~December 15, 2020,~~November 30, 2021, the Company had ~~5,880,163~~8,604,038 shares of common stock, $0.0001 par value outstanding.

Transitional Small Business Disclosure Format Yes ☐ No ☒

~~OBITX, INC.~~Everything Blockchain, Inc.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	3
	Consolidated Balance Sheets ~~as of October 31, 2020 (unaudited) and January 31, 2020~~	4
	Consolidated Statements of Operations ~~for the three and nine months October 31, 2020 and 2019 (unaudited)(restated)~~	5
	Consolidated Statements of ~~Changes in Stockholder’s~~Stockholders’ Equity ~~for the three and nine months October 31, 2020 and 2019 (unaudited)(restated)~~	6
	Consolidated Statements of Cash Flows ~~for the nine months ended October 31, 2020 and 2019 (unaudited)(restated)~~	7
	Notes to Consolidated Financial Statements ~~(unaudited)~~	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1617
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2120
Item 4.	Controls and Procedures	2120

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	2223
Item 4.	Mine Safety Disclosures	2223
Item 5.	Other Information	2223
Item 6.	Exhibits	2324

SIGNATURES		2425

Table of Contents

~~Table of Contents~~

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Interim Condensed Consolidated 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, ~~2020.~~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 and nine months ended October 31, ~~2020 is~~2021, are not necessarily indicative of the results that can be expected for the year ending January 31, ~~2021.~~2022 or any other reporting period. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2021 filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2021 (the “Annual Report”).

Table of Contents

~~Table of Contents~~

~~OBITX, Inc.~~

~~and SUBSIDIARIES~~

~~Consolidated Balance Sheets~~

(unaudited)

(audited)

October 31,

January 31,

2020

2020

ASSETS
Current assets

Cash

$ 65

$ -

Inventory

15

-

Prepaid expenses

250

-

Current – cryptocurrencies

40,083

-

Total current assets

40,413

-

Noncurrent assets

Notes receivable from related party

1,400,000

-

Interest receivable from related party

55,232

-

Noncurrent cryptocurrencies

97,802

-

Total noncurrent assets

1,553,034

Total assets

$ 1,593,447

$ -

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities

Accounts payable and accrued expenses

$ 10,650

$ 48,940

Accounts payable related party

36,334

254,495

Due to related party

95,909

304,072

Reserve for settlements - related party

154,307

-

Total current liabilities

$ 297,200

$ 607,507

Total liabilities

$ 297,200

$ 607,507

Stockholders’ equity

Series A Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 150,000 and 0 shares issued and outstanding, as of October 31, 2020 and January 31, 2020, respectively.

15

-

Series B Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 650,000 and 0 shares issued and outstanding, as of October 31, 2020 and January 31, 2020, respectively.

65

-

Common stock, $0.0001 par value, voting; 200,000,000 shares authorized; 5,880,163 and 10,460,000 shares issued and outstanding, as of October 31, 2020 and January 31, 2020, respectively.

588

1,046

Additional paid in capital

54,810,898

3,500,892

Accumulated deficit

(53,515,319 )

(4,109,445 )
Total stockholders’ equity

$ 1,296,247

$ (607,507 )
Total liabilities and stockholders’ equity

$ 1,593,447

$ -

Everything Blockchain, Inc.

Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)

ASSETS

As of

October 31,

January 31,

2021

2021

(unaudited)

Current assets

Cash

$ 1,546

$ 0

Accounts receivable, net

147

0

Interest receivable

0

90

Current cryptocurrencies, net

5,470

123

Inventory

60

0

Prepaid expenses

3,183

1

Total current assets

10,406

214

Property, plant and equipment, net

939

0

Cryptocurrency, net

0

98

Goodwill

1,319

0

Intangible assets, net

7,473

0

Other assets

3

0

Loan receivable

0

1,400

Total assets

$ 20,140

$ 1,712

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities

Accounts payable and accrued expenses

$ 276

$ 6

Accounts payable related party

23

13

Current portion of long-term debt

281

0

Reserve for legal settlements

154

154

Deferred revenue

88

0

Total current liabilities

$ 822

$ 173

Long-term liabilities

0

Debt

280

0

Total long-term liabilities

$ 280

0

Total liabilities

$ 1,102

$ 173

Stockholders' equity

Series A Preferred stock, $0.0001 par value: 1,000,000 shares authorized; 200,000 shares issued and outstanding as of October 31, 2021; 150,000 shares issued and outstanding as of January 31, 2021

0

0

Series B Preferred stock, $0.0001 par value: 1,500,000 shares authorized; 400,000 shares issued and outstanding as of October 31, 2021;650,000 shares issued and outstanding as of January 31, 2021

0
��

0

Common stock, $0.0001 par value, 200,000,000 shares authorized;

1

1

8,604,038 and 5,974,125 shares issued and outstanding, as

of October 31, 2021 and January 31, 2021, respectively.

Treasury stock

(1,598 )

0

Additional paid-in capital

67,506

54,946

Accumulated deficit

(46,871 )

(53,408 )
Total stockholders' equity

$ 19,038

$ 1,539

Total liabilities and stockholders' equity

$ 20,140

$ 1,712

See accompanying notes to ~~unaudited~~ consolidated financial statements.

4
Table of Contents
Everything Blockchain, Inc.
Consolidated Statements of Operations
(Amounts in thousands, except share and per share data)

For the three months ended

For the nine months ended

October 31,

October 31,

2021

2020

2021

2020

(unaudited)

Revenue from services

$ 830

$ 62

$ 2,216

$ 62

Other revenue

4,076

0

9,387

0

Total revenue

4,906

62

11,603

62

Cost of sales

723

0

3,469

0

Gross profit

4,183

62

8,134

62

Selling, general, and administrative

898

674

1,725

49,949

Depreciation and amortization

40

0

63

0

Total operating expenses

938

674

1,788

49,949

Operating income (loss)

3,245

(612 )

6,346

(49,887 )
Other income (expense)

(15 )

472

191

481

Net income (loss)

$ 3,230

$ (140 )

6,537

$ (49,406 )

Basic and diluted income (loss) per share:

��

Basic income (loss) per share

$ 0.38

$ (0.02 )

$ 0.92

$ (6.90 )
Diluted income (loss) per share

$ 0.29

$ (0.02 )

$ 0.69

$ (6.90 )
Weighted average shares outstanding - basic

8,552,786

5,872,554

7,074,748

7,156,979

Weighted average shares outstanding - diluted

11,304,831

5,872,554

9,445,111

7,156,979

See accompanying notes to consolidated financial statements.

45
Table of Contents
~~Table of Contents~~

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

For the three months ended

For the nine months ended

October 31,

October 31,

2020

2019

2020

2019

Restated

Restated

Revenue from services

$ 61,918

$ -

$ 61,918

$ -

Total cost of sales

-

-

-

-

Gross income

$ 61,918

$ -

$ 61,918

$ -

Selling, general, and administrative

520

460

49,201,218

22,949

Professional fees

25,135

-

64,723

5,257

Rent

1,176

3,007

1,960

3,421

Consultant fees

647,339

42,000

681,339

126,000

Total operating expenses

674,170

45,467

49,949,240

157,627

Net loss from operations

(612,252 )

(45,467 )

(49,887,322 )

(157,627 )
Other income (expense)

472,683

-

481,448

-

Gain on use of cryptocurrency assets

-

-

-

-

Net (loss) before discontinued operations

$ (139,569 )

$ (45,467 )

$ (49,405,874 )

$ (157,627 )
Income(expense) from discontinued operations

$ -

$ 4,698

$ -

$ 13,195

Net (loss)

$ (139,569 )

$ (40,769 )

$ (49,405,874 )

$ (144,432 )

Basic and diluted (loss) per share:

Income (Loss) per share from continuing operations

$ (0.10 )

$ (0.00 )

$ (6.97 )

$ (0.02 )
Income (Loss) per share - discontinued

$ (0.00 )

$ (0.00 )

$ (0.00 )

$ (0.02 )
Weighted average shares outstanding - basic

5,872,554

$ 10,460,000

7,156,979

$ 10,460,000

~~See accompanying notes to unaudited consolidated financial statements.~~
Everything Blockchain, Inc.
Consolidated Statements of Stockholders’ Equity
(Amounts in thousands)

Additional

Accumulated

Total Stockholders'

Preferred Stock

Common Stock

Treasury

Paid-in

Income

Equity

Shares

Amount

Shares

Amount

Stock

Capital

(Deficit)

(Deficit)

(unaudited)

Balance – January 31, 2021

800

$ -

5,974

$ 1

$ -

$ 54,946

$ (53,408 )

$ 1,539

Stock issued

-

-

308

-

-

669

0

669

Stock issued for services

-

0

390

0

0

1,109

0

1,109

Stock issued for acquisitions

-

0

1,750

0

0

8,642

0

8,642

Warrant exercise

-

0

182

0

0

140

0

140

Issuance of Series A Preferred for services

50

0

-

0

0

2,000

0

2,000

Conversion of note receivable

(250 )

0

-

0

(1,598 )

0

0

(1,598 )
Net income

-

0

-

0

0

0

6,537

6,537

Balance – October 31, 2021

600

$ 0

8,604

$ 1

$ (1,598 )

$ 67,506

$ (46,871 )

$ 19,038

Balance – January 31, 2020

-

$ -

10,460

$ 1

$ -

$ 3,501

$ (4,109 )

$ (607 )
Conversion of common to series B preferred

500

-

(5,000 )

(1 )

-

-

-

(1 )
Conversion of accounts payable

-

0

246

0

0

1,663

0

1,663

Issuance of Series A preferred

150

0

-

0

0

40,138

0

40,138

Issuance of series B preferred

150

0

-

0

0

6,548

0

6,548

Imputed Interest

-

0

-

0

0

(52 )

0

(52 )
Interest receivable – related party

-

0

-

0

0

55

0

55

Stock issued for services

-

0

154

0

0

1,038

0

1,038

Sale of assets to related party

-

0

-

0

0

1,900

0

1,900

Stock issued in warrant exercise

-

0

20

0

0

20

0

20

Net loss

-

0

-

0

0

0

(49,406 )

(49,406 )
Balance – October 31, 2020

800

$ 0

5,880

$ 0

$ 0

$ 54,811

$ (53,515 )

$ 1,296

See accompanying notes to consolidated financial statements.

56
Table of Contents
~~Table of Contents~~

~~OBITX, INC~~
~~and SUBSIDIARIES~~
~~Consolidated Statements of Changes in Stockholders’ Equity for Nine Months Ended October 31, 2020~~

Total

Preferred Stock

Common Stock

Additional
Paid-in

Accumulated
Income

Stockholders’
Equity

Shares

Amount

Shares

Amount

Capital

(Deficit)

(Deficit)

Balance – January 31, 2020

-

$ -

10,460,000

$ 1,046

$ 3,500,892

$ (4,109,445 )

$ (607,507 )
Conversion of common to series B preferred

500,000

50

(5,000,000 )

(500 )

450

-

Conversion of accounts payable

-

-

246,317

25

1,662,640

1,662,665

Issuance of Series A preferred

150,000

15

-

-

40,137,773

40,137,788

Issuance of series B preferred

150,000

15

-

-

6,548,173

6,548,188

Imputed Interest

-

-

-

-

(52,705 )

-

(52,705 )
Interest receivable - related party

55,232

55,232

Shares issued for service

153,846

15

1,038,445

1,038,460

Sale of assets

1,900,000

1,900,000

Warrant exercise

20,000

2

19,998

20,000

Net loss

-

-

-

-

(49,405,874 )

(49,405,874 )
Balance – October 31, 2020

800,000

$ 80

5,880,163

$ 588

$ 54,810,898

$ (53,515,319 )

$ 1,296,247

~~OBITX, INC~~
~~and SUBSIDIARIES~~
~~Consolidated Statements of Changes in Stockholders’ Equity for Nine Months Ended October 31, 2019~~
~~(Restated)~~

Total

Preferred Stock

Common Stock

Additional
Paid-in

Accumulated
Income

Stockholders’
Equity

Shares

Amount

Shares

Amount

Capital

(Deficit)

(Deficit)

Balance – January 31, 2019

100,000

10

5,460,000

546

3,486,104

(3,921,253 )

(434,593 )
Conversion of preferred to common

(100,000 )

(10 )

5,000,000

500

(490 )

-

-

Imputed Interest

11,427

11,427

Net loss

-

-

-

-

-

(144,432 )

(144,432 )
Balance – October 31, 2019

-

$ -

10,460,000

$ 1,046

$ 3,497,041

$ (4,065,685 )

$ (567,598 )
~~See accompanying notes to unaudited consolidated financial statements.~~
Everything Blockchain, Inc.
Consolidated Statements of Cash Flows
(Amounts in thousands)

For the Nine Months Ended October 31,

2021

2020

(unaudited)

Cash flows from operating activities:

Net (Loss)

$ 6,537

$ (49,406 )
Adjustments to reconcile net income (loss) to net

cash provided by (used in) operating activities:

Stock based compensation

-

49,204

Reverse of bad debt

(233 )

0

Realized net gain on investment in cryptocurrency

(3,382 )

144

Loss on cryptocurrency impairment

16

0

Fair value adjustment to cryptocurrency

(4,685 )

0

Amortization and depreciation

63

0

Imputed interest

0

11

Changes in operating assets and liabilities:

Accounts receivable, net

(114 )

0

Interest receivable

(32 )

(55 )
Inventory

(61 )

0

Prepaid expenses

(72 )

0

Other assets

(4 )

0

Accounts payable to related party

12

(23 )
Accrued interest

0

4

Accounts payable and accrued expenses

93

(18 )
Reserve for legal settlements

0

154

Deferred revenue

(155 )

0

Net cash provided by (used in) operating activities

(2,017 )

15

Cash flows from investing activities:

Acquisition of cryptocurrencies, net

(1,264 )

0

Proceeds from sale of cryptocurrencies

4,729

0

Capital expenditures

(137 )

0

Acquisitions, net of cash received

(23 )

0

Net cash provided by investing activities

3,305

0

Cash flows from financing activities:

Borrowing from related party

0

0

Payment to related party

(500 )

(15 )
Payment of debt

(10 )

0

Proceeds from issuance of stock, net

768

0

Net cash provided by (used in) financing activities

258

(15 )
Net Change in Cash

1,546

0

Cash at Beginning of Year

0

0

Cash at End of Year

$ 1,546

$ 0

Supplemental Disclosure of Cash Flows Information:

Cash paid for interest

$ 19

$ 13

Cash paid for income taxes

$ 0

$ 0

Non-cash Investing and Financing Activities:

Loan of cryptocurrency

$ 500

$ 0

Cryptocurrency received for payment under contract

240

0

Fair value of assets in acquisitions

9,433

0

Fair value of liabilities assumed in acquisitions

791

0

Accounts receivable settlement for Render Payment

233

0

Conversion of note receivable in exchange for common stock and preferred stock

1,598

0

Issuance of stock for services

1,110

0

Issuance of Series A Preferred for services

2,000

0

Conversion of accounts payable to related party to common stock

40

195

Sale of software to related party

0

1,900

Conversion of debt through sale of cryptocurrencies

0

218

See accompanying notes to consolidated financial statements.

67
Table of Contents
~~Table of Contents~~

~~OBITX,~~Everything Blockchain, Inc.
~~and SUBSIDIARIES~~
~~Consolidated Statements of Cash Flows~~
~~For the nine months ended October 31,~~

2020

2019

Cash flows from operating activities:

(Restated)

Net (Loss)

$ (49,405,874 )

$ (144,432 )
Adjustments to reconcile net loss to net

Cash provided by (used in) operating activities:

Stock based compensation

49,204,508

-

Realized gain on investment in cryptocurrency, net

143,564

Imputed interest

10,886

11,427

Decrease (Increase) in:

Accounts payable/receivable to related party, net

(22,845 )

-

Accrued interest

4,449

(4,169 )
Prepaid expenses and other current assets

(250 )

149

Accounts payable

(18,290 )

128,875

Interest receivable from related party, net

(55,232 )

-

Reserve for settlement accounts

154,307

-

Net cash used in operating activities

$ 15,223

$ (8,150 )
Cash flows from financing activities:

Borrowing from (payment to) related party

(5,242 )

8,150

Loss from issuance of stock, net

(9,916 )

-

Net cash provided by financing activities

$ (15,158 )

$ 8,150

Net change in cash

65

-

Cash at beginning of year

-

-

Cash as of October 31,

$ 65

$ -

Supplemental Disclosure of Cash Flows Information:

Cash paid for interest

$ 13

$ -

Cash paid for income taxes

$ -

$ -

Non-cash Investing and Financing Activities:

Conversion of accounts payable to related party to common stock

$ 195,316

$ -

Conversion of preferred stock to common stock

$ -

$ 500

Issuance of preferred stock for inventory

$ 15

$ -

Conversion of AP with assets held for sale

$ -

$ 408,166

Sale of software to related party

$ 1,900,000

$ -

Repayment to related party via cryptocurrency

$ 218,256

$ -

~~See accompanying notes to unaudited consolidated financial statements.~~
7
~~Table of Contents~~
~~OBITX, Inc.~~
Notes to Consolidated Financial Statements
(Unaudited)

Note 1. Organization and Basis of Presentation

The accompanying unaudited consolidated financial statements of ~~OBITX,~~Everything Blockchain, Inc.~~, (the~~ and its consolidated subsidiaries (collectively, the “Company”, “we”, “our”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) 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”).SEC. 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”). altCUBE was closed on December 31, 2018. HAUTE and CAMP were closed in fiscal year ending January 31, 2020.
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 Fleming Island, Florida.

The ~~Company earned~~Company’s early model was to earn revenue through social media advertising, fees, and services. Under ~~its~~this plan, the Company developed its white label software solution for ~~MCIG~~BOTS under the 420 Cloud ~~brand~~brand. After multiple attempts to secure acceptance in ~~support of~~ the ~~cannabis industry. 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 is expanding its services~~Company has become a developer, engineer, and ~~solutions~~consultant in ~~software development and internet advertising and promotion into~~ the industry of blockchain technologies.
~~On December 10, 2018 OBITX, Inc became a publicly reporting company. The Company began trading under the stock symbol “OBTX” on March 24, 2020.~~

Subsidiaries of the Company
On April 26, 2021, in a settlement agreement with Render Payment, LLC (“Render”) owners, the Company became the sole owner of Render, in exchange for an outstanding accounts receivable the Company impaired in 2019. The ~~company had three subsidiaries~~settlement was considered a related party transaction and conducted as an arm’s length transaction approved by board members not associated with Render. As part of the transaction the Company recognized other income of $233,000 as fair market value (“FMV”) of the assets obtained under the settlement. The Company received two vehicles with FMV of $49,000 each and the Render Payment Processing Software with a FMV of $135,000.
On June 21, 2021, the Company acquired all of the equity interests of 832 Energy Technology Consultants, LLC (“832”), pursuant to a Purchase Agreement. Upon the closing of the transaction (the “832 Acquisition”), 832 became a wholly owned subsidiary of the Company. 832, which ~~have all been discontinued. We incorporated Haute Jobs, LLC on May 10, 2018~~is located in Texas, has developed many innovations in the ~~state~~areas of ~~Wyoming. We incorporated Campaign Pigeon, LLC~~distributed computing, artificial intelligence and blockchain. For information on the 832 Acquisition refer to “Note 4. 832 Acquisition”.
On June 30, 2021, the Company acquired all of the equity interests of Mercury, Inc. (“Mercury”), pursuant to a Purchase Agreement dated April 24, 2021. Upon the closing of the transaction (the “Mercury Acquisition”), Mercury became a wholly owned subsidiary of the Company. The Company has utilized Mercury, which is located in Idaho, as its hosting solution since May ~~10, 2018~~2020. The Company with Mercury will launch its mining operations in the ~~state of Wyoming. We incorporated altCUBE, Inc.,~~western United States. The Company will commence mining for Bitcoins, Ethereum, and other alternative cryptocurrencies. For information on ~~June 4, 2018 in~~ the ~~state of Wyoming. The subsidiaries were consolidated for~~Mercury Acquisition refer to “Note 5. Mercury Acquisition”.
On July 31, 2021, the ~~three and nine months ended October 31, 2019. None~~Company acquired all of the ~~subsidiaries conducted business~~equity interests of Vengar Technologies LLC (“Vengar”), pursuant to a Purchase Agreement. Upon the closing of the transaction (the “Vengar Acquisition”), Vengar became a wholly owned subsidiary of the Company. Vengar, which is located in Florida, has developed a zero trust protection software that the ~~three months and nine months ended October 31, 2020.~~Company plans to integrate into its blockchain solutions. For information on the Vengar Acquisition refer to “Note 6. Vengar Acquisition”.

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.~~

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 atas of the date of the consolidated 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:~~and judgments relate to: 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.

8
~~Table of Contents~~
~~Revenue Recognition Policies~~
We intend to earn revenue from the subscription, non-software related hosted services, term-based and perpetual licensing 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:~~
·
~~identification of the contract, or contracts, with a customer;~~
·
~~identification of the performance obligations in the contract;~~
·
~~determination~~Table of ~~the transaction price;~~Contents
·
~~allocation of the transaction price to the performance obligations in the contract; and~~
·
~~recognition of revenue when, or as, we satisfy a performance obligation.~~

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 Company’s diverse group of ~~customers to whom the Company provides services to.~~customers. 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 $1.0 million and $0 of the Company's revenue for the nine-month periods ended October 31, 2021 and 2000, respectfully.
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$0.6 million in excess of federally insured limits on October 31, ~~2020, and January 31, 2020.~~2021.

~~For the nine months ended October 31, 2020 there was $0~~Our cryptocurrency balances are maintained in accounts ~~receivable~~held by institutions located in and ~~$0 for~~outside the ~~year ended January 31, 2020.~~United States. The Company maintains amounts on deposit that often exceed coverage from third party insured limit of up to $1,000,000. The risk is managed by maintaining multiple accounts with various accounts held in a cold storage wallet. The Company had $5.0 million in excess of amounts protected by insurance.

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 $65 and $0 cash equivalents as of October 31, 2020, or January 31, 2020.

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~~income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted ~~earnings per share~~EPS calculations are determined by dividing net income (loss) by the weighted average number of common shares outstanding plus the dilutive effect, calculated using (i) the “treasury stock” method for warrants and ~~dilutive common share equivalents outstanding. During periods when common~~(ii) the “if converted” method for the preferred stock ~~equivalents,~~ if ~~any, are anti-dilutive they are~~their inclusion would 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 and nine month ending October 31, 2020 and October 31, 2019.
9
~~Table of Contents~~
have been anti-dilutive.

Note 3. Going Concern

The ~~Company’s~~Company's consolidated financial statements are prepared ~~using generally accepted accounting principles,~~in accordance with GAAP, which ~~contemplate~~contemplates 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 three and nine months ended October 31, 2021 and 2020 ~~and the year ended January 31, 2020, has~~have 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 and there are no assurances~~Note 4. 832 Acquisition
On June 21, 2021, the Company ~~will generate a profit or obtain positive cash flow.~~acquired all the equity interests of 832. This acquisition is consistent with the Company’s strategy of expanding its blockchain business. The ~~Company has sustained its solvency through the support~~purchase price consisted of ~~its related parties, which raise substantial doubt about its ability to continue as a going concern.~~300,000 shares of common stock valued at $1.5 million.

~~Management~~This business combination has been accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair market values as of the acquisition date.
The purchase price recognized in our financial statements consisted of the following (amounts in thousands):
Common stock

$ 1,542

Total purchase price

$ 1,542

9
Table of Contents
The Company’s preliminary purchase price allocation is ~~taking steps to raise additional funds to address its operating~~as follows (amounts in thousands):
Cash

$ 20

Intangible assets

1,542

Accounts payable and accrued expenses

(20 )
Total preliminary purchase price

$ 1,542

Intangible assets consist of blockchain source code for QueryChain.
The final purchase price and ~~financial cash requirements to continue~~the allocation thereof will not be known until the valuation of intangible assets is completed.
The operations of 832 are included in the ~~next twelve months. Management has devoted a significant amount~~consolidated statement of ~~time to~~operations as of June 21, 2021. During 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 assurancesthree months ended October 31, 2021, the Company ~~will receive~~recorded revenue of $0.1 million and no net income related to 832. During the ~~necessary funding or generate~~nine months ended October 31, 2021, the Company recorded revenue ~~necessary~~of $0.2 million and no net income related to ~~fund operations. The financial statements contain no adjustments for the outcome of this uncertainty.~~832.

Note 4.5. Mercury Acquisition
On June 30, 2021, the Company acquired all the equity interests of Mercury. This acquisition is consistent with the Company’s strategy of expanding its cryptocurrency business. The purchase price consisted of 450,000 shares of common stock valued at $1.3 million and $0.1 million of cash.
This business combination has been accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair market values as of the acquisition date.
The purchase price recognized in our financial statements consisted of the following (amounts in thousands):
Cash

$ 65

Common stock

1,350

Total purchase price

$ 1,415

The Company’s purchase price allocation is as follows (amounts in thousands):
Cash

$ 74

Accounts receivable

33

Property, plant & equipment

740

Goodwill

1,319

Accounts payable and accrued expenses

(426 )
Deferred revenue

(3 )
Notes payable

(322 )
Total purchase price

$ 1,415

The goodwill recorded reflects the value to the Company of Mercury’s mining operations.
The operations of Mercury are included in the consolidated statement of operations as of July 1, 2021. During the three months ended October 31, 2021, the Company recorded revenue of $0.4 million and net loss of $0.1 million related to Mercury. During the nine months ended October 31, 2021, the Company recorded revenue of $0.5 million and net loss of $0.1 million related to Mercury.
Note 6. Vengar Acquisition
On July 31, 2021, the Company acquired all the equity interests of Vengar. This acquisition is consistent with the Company’s strategy of expanding its blockchain business. The purchase price consisted of 1,000,000 shares of common stock valued at $5.7 million and $0.1 million of cash.
This business combination has been accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair market values as of the acquisition date.
The purchase price recognized in our financial statements consisted of the following (amounts in thousands):
Cash

$ 50

Common stock

5,750

Total purchase price

$ 5,800

10
Table of Contents
The Company’s preliminary purchase price allocation is as follows (amounts in thousands):
Cash

$ 27

Intangible assets

5,812

Accounts payable and accrued expenses

(39 )
Total preliminary purchase price

$ 5,800

Intangible assets consist of patents.
The final purchase price and the allocation thereof will not be known until the valuation of intangible assets is completed.
The operations of Vengar are included in the consolidated statement of operations as of August 1, 2021. During the three and nine months ended October 31, 2021, the Company recorded no revenue and net loss of $0.1 million related to Vengar.
Note 7. Revenue
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:
·
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.
Revenue was $62,000 for the three and nine months ended October 31, 2020, consisting of consulting and service revenue. The following table presents revenue for the three and nine months ended October 31, 2021 disaggregated by revenue source (in thousands):
Revenue

Net revenue

For the Three Months Ended October 31, 2021

For the Nine
Months Ended October 31, 2021

Transactional revenue

Consulting and services revenue

$ 706

$ 1,961

Total transaction revenue

706

1,961

Subscription and services revenue

Staking revenue

124

255

Total subscription and services revenue

124

255

Total net revenue

830

2,216

Other revenue

Fair value adjustment to cryptocurrency

2,328

4,685

Crypto asset sales revenue

1,748

4,655

Interest income

0

47

Total other revenue

4,076

9,387

Total revenue

$ 4,906

$ 11,603

Transaction revenue
The Company charges a fee for its services at the transactional level. 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.
11
Table of Contents
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 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 cost of sales within the consolidated statements of operations.
Note 8. Notes
On March 17, 2021, the Company entered into a loan agreement for $500,000 with Epic Industry Corp (“Epic”), a wholly owned company of Michael Hawkins, the Company’s Chairman of the board of directors. The loan was financed with $500,000 of GUSD cryptocurrency tokens, a stable coin. The interest rate was 3% per annum. The Company paid off the loan during the quarter ended July 31, 2021.
Note 9. Related Party Transactions

During the nine months ended October 31, 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 ~~entered a Line~~to Overwatch Partners as of ~~Credit with BOTS, Inc., (formerly known as MCIG, Inc.),~~October 31, 2021 was $23,646. The amount owed for ~~up to $500,000 in funding on November 1, 2016. The Line of Credit terminated on April 30, 2019. It~~the year ended January 31, 2021 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. The Line of Credit was reinstated and increased to $1,000,000 on January 1, 2018 and expired January 1, 2020. $12,862.
On August ~~30, 2020~~9, 2021, Eric Jaffe exercised his warrants of 50,000 shares at the exercise price of $2.12 per share on a cashless basis, resulting in the issuance of 42,246 shares of common stock. (See Note 10 – Stockholder’s Equity)
On July 6, 2021, the Company entered into a settlement agreement with BOTS, ~~and paid~~Inc. Under the ~~debt~~settlement agreement, BOTS agreed to return 250,000 shares of Series B Preferred stock to the treasury of the Company, in ~~full~~exchange for the assignment of the $1.4 million promissory note owed by First Bitcoin Capital Corp to the Company, along with ~~27,000,000 BIT tokens. Total payment of~~all interest owed to date on the promissory note. In addition, the Company transferred 20,726,120 BIT tokens ~~equated~~ to ~~$223,479~~BOTS. This was a related party transaction and was conducted at arm’s length. (See Note 10 – Stockholder’s Equity)
During the quarter ended July 31, 2021, the Company issued 50,000 shares of Series A Preferred Stock to Epic. (See Note 10 – Stockholder’s Equity)
On April 12, 2021 Epic exercised the warrant it had and purchased 100,000 shares of common stock in exchange for $100,000. (See Note 10 – Stockholders’ Equity)
During the quarter ended April 30, 2021, the Company issued seven warrants to its officers and directors for the purchase of up to a total of 1,100,000 common shares of stock at $2.21 per share. (See Note 14 – Warrants)
On March 17, 2021 the Company borrowed $500,000 from Epic. (See Note 8 – 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 10 - Cryptocurrency Assets). As of October 31, 2020, and January 31, 2020, the amount outstanding on the Line of Credit owed to BOTS was $0 and $218,257, respectively. The imputed interest of this line of credit for the three and nine months (as adjusted for payoff) ended October 31, 2020 was $2,546 and $10,185, respectively.– Stockholders’ Equity)

On ~~June 14, 2018~~April 22, 2020 the Company ~~entered a Line~~converted $104,987 outstanding accounts payable to Paul Rosenberg into 130,128 shares of ~~Credit with APO Holdings, LLC for up to $100,000~~common stock of the Company 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% monthly interest rate (7.2% annualized interest rate) and may be paid at any time with no definitive payoff date. As of October 31, 2020, and January 31, 2020 the outstanding balance owed on the line of credit was $95,909 and $85,815, respectively. The accrued interest for the nine months ended October 31, 2020 and the year ended January 31, 2020 was $12,865 and $8,412 respectively. The interest expense for the three months and nine months ended October 31, 2020 was $1,495 and $4,451, respectively.$0.75 per share. (See Note 10 – Stockholders’ 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 for par value ($0.0001) for a total receipt of $15 paid by Epic Industry Corp. The Agreement was originally between the Company and Epic Industry Corp. The 100,000 shares of Series A Preferred was issued to Overwatch Partners at the discretion of Michael Hawkins, the sole owner of Epic Industry Corp. The Company’s CEO is 50% owner of Overwatch Partners. The issuance represents 33% of the Company’s stock on a fully diluted basis and 68% of voting control of the Company.Inc. (See Note 510 – Stockholder’s Equity – Preferred Stock). 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. The issuance of stock’s recorded value was $40,137,788.Stockholders’ Equity)

On April 17, 2020, the Company issued 150,000 shares of Series B Preferred Stock to Paul ~~Rosenberg in exchange for 60 cryptocurrency ATM machines, which the Company believes has no retail or book value. The issuance represents 7% of the Company’s stock on a fully diluted basis.~~Rosenberg. (See Note 510 – Stockholder’s Equity – Preferred Stock). 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. The issuance of stock’s recorded value was $6,548,188.
During the nine months ending October 31, 2020 Overwatch Partners paid multiple different expenses on behalf of the Company, which the Company treats as an accounts payable to related party. The total amount owed by the Company to Overwatch Partners as of October 31, 2020 was $36,334. The imputed interest of this outstanding balance for the three and nine months ended October 31, 2020 was $460 and $701 respectively.
~~On April 22, 2020 the Company converted $104,988 outstanding accounts payable to Paul Rosenberg into 130,128 shares of common stock of the company at $0.75 per share. (See Note 5. Stockholder’s~~Stockholders’ Equity)

1012
Table of Contents
~~Table of Contents~~
On April 29, 2020 the Company converted 5,000,000 shares of common stock owned by MCIG, Inc., into 500,000 shares of Series B Preferred stock. MCIG 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 (see Note 5).
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 however, the liquidity of the stock on the exchange is inadequate for liquidation.
The Company has reclassified $154,307 of accounts payable – related party as a reserve for settlement – related party. The Company has reclassified this debt as management believes the fees represented by this amount that are due to the former CEO and several employees who worked directly for the former CEO in other projects are not due. Furthermore, if the fees were due, we believe we have offsetting transactions owed the Company by the former CEO. The Company has not proceeded with any legal actions at this time against the former CEO. We will continue to seek settlement of this amount allegedly owed.

Note 5.10. Stockholders’ Equity

Common Stock

As of October 31, ~~2020~~2021 and January 31, ~~2020,~~2021, the Company had ~~200,000,000~~200 million common shares authorized, with ~~5,880,163~~8,604,038 and ~~10,460,000~~5,974,125 common shares at a par value of $0.0001 issued and outstanding, respectively.
On October 21, 2021, the Company sold 25,000 shares of common stock to an individual for $150,000 or $6.00 per share of common stock.
On September 13, 2021, the Law Offices of Carl G. Hawkins exercised their warrant acquiring 40,000 shares at the strike price of $1.00 per share through the conversion of the accounts payable owed by the Company for services provided. The shares were issued in the name of Carl G. Hawkins.
On August 25, 2021, the Company sold 21,000 shares of common stock to an individual for $126,000 or $6.00 per share of common stock.
On August 9, 2021, Eric Jaffe exercised his warrants of 50,000 shares at the exercise price of $2.12 per share on a cashless basis, resulting in the issuance of 42,246 shares of common stock.
On July 31, 2021, the Company issued 1,000,000 shares of common stock as part of the Vengar Acquisition.
On June 30, 2021, the Company issued 300,000 shares of common stock to Chris Carter as part of his employment contract for a three-year period. The shares shall be fully earned upon completion of his three-year contract.
On June 30, 2021, the Company issued 450,000 shares of common stock as part of the Mercury Acquisition.
On June 24, 2021, the Company issued 5,000 shares of common stock each to Sophie Grinevald and Bill Regan who provided financial and accounting services to the Company for a three-month period.
On June 21, 2021, the Company issued 300,000 shares of common stock as part of the 832 Acquisition.
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.
On May 23, 2021, the Company issued 5,000 shares of common stock to Sara Moline who provided services as an executive assistant for the Company for a three-month period.
On April 12, 2021, Epic exercised the warrant it had and purchased 100,000 shares of common stock in exchange for $100,000. Epic 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 $6.75 on April 22, 2020, the Company recorded the following stock-based compensation as part of the accounts payable conversion ~~action:~~action ($ in thousands):

Name

AP Balance

Shares Issued

FMV

Stock Based
Compensation

AP Balance

Shares Issued

FMV

Stock Based Compensation

Paul Rosenberg

$ 104,988

130,128

$ 878,364

$ 773,377

$ 105

130,128

$ 878

$ 773

Brandy Craig

68,995

88,455

597,071

528,076

$ 69

88,455

$ 597

$ 528

Law Offices of Carl G Hawkins

6,333

8,504

57,402

51,069

$ 6

8,504

$ 57

$ 51

Thomas G Amon

15,000

19,230

129,803

114,803

$ 15

19,230

$ 130

$ 115

Total

$ 195,316

246,317

$ 1,662,640

$ 1,467,325

$ 195

246,317

$ 1,662

$ 1,467

13
Table of Contents

On April 17, 2020 the Company issued 153,846 shares of common stock to Andrus Nomm in settlement of any potential liabilities the Company had due to the termination of his employment agreement. The common stock was booked as stock-based compensation in the amount of $1,038,446.
~~On September 1, 2020 the Law Offices of Carl G. Hawkins elected to exercise 20,000 common shares under its warrant at the price of $1.00 per share. The payment was offset by accounts payable.~~
Preferred Stock

Series A Preferred
As of October 31, ~~2020~~2021 and January 31, ~~2020,~~2021, the ~~company~~Company had ~~1,000,000~~1 million Series A Preferred shares, par value $0.0001, authorized, with ~~150,000~~200,000 and 0150,000 Series A Preferred shares issued and outstanding, respectively. The Series A Preferred stock converts into common stock ~~after 2 years since its issuance.~~at the option of the holder of the Series A Preferred. 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~~entitles the holder to 1,000 ~~shares~~votes. Holders of ~~common stock, has~~Series A Preferred are entitled to share ratably in dividends, if any are declared. There are no redemption ~~rights, receives no dividends and has preference~~rights. In the event of dissolution, the holders of Series A Preferred are entitled to share pro rata all assets remaining after payment in ~~dissolution over Common Stock.~~full of all liabilities.

During the ~~nine months ending October~~quarter ended July 31, 2021, the Company issued 50,000 shares of Series A Preferred Stock to Epic. The issuance was done as a prepayment for services to generate sales for the Company. The shares are earned as sales generated by Epic achieve certain sales targets.
During the quarter ended 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.~~Epic. The Company recorded the transaction at FMV of ~~$40,137,788~~$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.

11
~~Table of Contents~~
Series B Preferred
As of October 31, ~~2020~~2021 and January 31, ~~2020,~~2021, the ~~company~~Company had ~~1,000,000~~1.5 million Series B Preferred shares, par value $0.0001, authorized, with ~~650,000~~400,000 and 0650,000 Series B Preferred shares issued and outstanding, respectively. The Series B Preferred stock converts into common stock at the option of the holder of the Series B Preferred, after twenty-four months of ownership. 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~~entitles the holder to 100 votes. Holders of Series B Preferred are entitled to share ratably in dividends, if any are declared. There are no redemption rights. In the event of dissolution, the holders of Series B Preferred are entitled to share pro rata all assets remaining after payment in full of all liabilities.
On July 6, 2021, the Company entered into a settlement agreement with BOTS, Inc. Under the settlement agreement, BOTS agreed to return 250,000 shares of ~~common~~Series B Preferred stock ~~has no redemption rights, receives no dividends~~to the treasury of the Company, in exchange for the assignment of the $1.4 million promissory note owed by First Bitcoin Capital Corp to the Company, along with all interest owed to date on the promissory note. In addition, the Company transferred 20,726,120 BIT tokens to BOTS. This was a related party transaction and ~~has preference in dissolution over Common Stock and Series A Preferred.~~was conducted at arm’s length.

During the ~~nine months ending October 31,~~quarter ended 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 ~~$6,548,188~~$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., ~~(formerly known as MCIG, Inc.) converted 5,000,000 of its common shares~~ into 500,000 shares of Series B Preferred stock. ~~The conversion was according to the terms of~~BOTS is restricted from converting the Series B Preferred stock ~~and as such there~~into common stock for a period of 24 months from the conversion. There was no gain or loss on conversion due to conversion terms. During the ~~transaction.~~quarter ending July 31, 2021, BOTS ~~may not convert~~returned to the treasury of the Company 250,000 shares of Series B Preferred stock in exchange for certain assets held by the Company (see Note 15). In addition, BOTS exchanged 125,000 shares ~~into~~of Series B Preferred stock with Epic Industry Corp and Paul Rosenberg in exchange for 50 million shares of BOTS stock held by Epic Industry Corp and Paul Rosenberg, for a total of 100 million BOTS common ~~shares until 24 months have expired from the transaction.~~shares.

Note 6.11. Basic Income per Share

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

For the three months ended

For the nine months ended

October 31,

October 31,

2020

2019

2020

2019

Basic and diluted (loss) per share:

Income (Loss) per share from continuing operations

$ (0.10 )

$ (0.00 )

$ (6.97 )

$ (0.02 )
Income (Loss) per share - discontinued

$ (0.00 )

$ (0.01 )

$ (0.00 )

$ (0.02 )
Weighted average shares outstanding - basic

5,872,554

10,460,000

7,156,979

10,460,000

The ~~computation of~~ basic ~~loss~~income per ~~common~~ share ~~is based on the weighted average number of shares outstanding during the period.~~
~~Note 7. Discontinued Operations~~
On January 31, 2020 the company impaired the 420Cloud software, which was made effective on January 31, 2018. The Company recognized the following revenue (expense) from its discontinued operations for nine months ended October 31:

2020

2019

Other income (loss)

$ -

$ 8,497

Total income (expense) from discontinued operations

$ -

$ 8,497

12
~~Table of Contents~~
~~Note 8. 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 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 three and nine months ended October 31, 2020 is as follows:~~

Weighted

Average

Conversion

Shares

Price

Warrants outstanding at January 31, 2020

3,000,000

$ 1.00

Exercised

20,000

$ 1.00

Granted

-

$ 1.00

Cancelled

250,000

$ 1.00

Warrants outstanding at July 31, 2020

2,730,000

$ 1.00

~~Note 9. Sale of Assets to Related Party~~
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.
~~Note 10. Cryptocurrency Assets~~
During the three months ended October 31, 2020 the Company started transacting business with cryptocurrency assets. The Company records the asset as an Intangible Asset with Infinite Life. We classify cryptocurrency that have a market value and substantial liquidity as Current Intangible Assets. Cryptocurrency that do not trade on a market or have limited liquidity as classified as Non-current Intangible Assets. The following chart shows our cryptocurrency assets held for the three and nine months ended October 31, ~~2020:~~
OBITX Cryptocurrency Holdings

Current Assets

Coin Symbol

Quantity

Cost Basis

FMV

HEX

15,681,861

40,083

143,630

Total for period ending 10/31/20

40,083

143,630

Non-Current Assets
Coin Symbol

Quantity

Cost Basis

FMV

PRES

2,000,000

14,917

19,675

BIT

20,720,420

82,885

235,260

Total for period ending 10/31/20

97,802

254,935

During the three months ended October 31, 2020 the Company expended the following cryptocurrency. We recognized revenue for the amount of the transaction above the cost basis in which we had a definitive agreement. Additionally, in accordance with IRS policies2021 was $0.38 and standards for transacting with cryptocurrencies, we allocated the price of the cryptocurrency on the date the transaction occurred. Where the transferred amount exceeded the cost basis, we recognized revenue and when the cost basis was below the cost basis we recorded a reduction to revenue.
OBITX Cryptocurrency Holdings
From/TO

Quantity (BIT)

Cost Basis

Fair Value

Revenue

Overwatch

700,000

$ (2,111 )

$ 5,921

$ 3,811

Overwatch

43,038,800

(175,000 )

364,065

189,065

Paul Rosenberg

30,742,000

(125,000 )

254,452

129,452

Andrus Nomm

2,766,780

(11,250 )

22,901

11,651

BOTS

27,000,000

(109,785 )

223,479

113,694

Total for period ending 10/31/20

$ 447,673

13
~~Table of Contents~~
~~Note 11. Non-GAAP Accounting and GAAP Reconciliation – Net Income and EBITDA~~
$0.92 per share, respectively. The Company reports all financial information required in accordance with generally accepted accounting principles (GAAP). The Company believes, however, that evaluating its ongoing operating results will be enhanced if it also discloses certain non-GAAP information because it is useful to understand OBITX’s performance that many investors believe may obscure OBITX’s ongoing operational results.
For example, OBITX uses non-GAAP net income (Adjusted Net Income), which excludes stock-based compensation, amortization of acquired intangible assets, impairment of intangible assets, costs from acquisitions, restructurings and other infrequently occurring items, non-cash deferred tax provision and litigation and related settlement costs. OBITX uses EBITDA and Adjusted Net Income, which adjusts net income (loss) for amortization of intangible assets, impairment of intangible assets, stock-based compensation, costs related to acquisitions, restructuring and other infrequently occurring items, settlement of litigation, gains or losses on dispositions, pro forma adjustments to exclude lines of business that have been acquired during the periods presented, current cash tax provision, depreciation, and interest expense (income), net.
The company believes that excluding certain costs from Adjusted Net Income and EBITDA provides a meaningful indication to investors of the expected on-going operating performance of the company. Whenever OBITX uses such historical non-GAAP financial measures, it provides a reconciliation of historical non-GAAP financial measures to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these historical non-GAAP financial measures to their most directly comparable GAAP financial measure.
~~The following tables reflect the non-GAAP Consolidated Statements of Operations~~loss per share for the three and nine months ended October 31, 2020 was $(0.02) and ~~2019,~~$(6.90) per share, respectively.

For the three months ended

For the nine months ended

October 31,

October 31,

2020

2019

2020

2019

Revenue from services

$ 701,709

$ -

$ 2,629,325

$ -

Total cost of sales

447,672

-

447,672

-

Gross income

$ 254,037

$ -

$ 2,181,653

$ -

Selling, general, and administrative

520

460

(3,290 )

1,847

Professional fees

25,135

-

64,723

5,257

Rent

1,176

3,007

1,960

3,421

Consultant fees

45,360

42,000

79,360

126,000

Total operating expenses

72,191

45,467

142,753

136,525

Net loss from operations

181,846

(45,467 )

2,038,900

(136,525 )
Other income (expense)

-

-

-

-

Gain on use of cryptocurrency assets

-

-

-

-

Net (loss) before discontinued operations

$ 181,846

$ (45,467 )

$ 2,038,900

$ (136,525 )
Income (expense) from discontinued operations

$ -

$ -

$ -

$ -

Net (loss)

$ 181,846

$ (45,467 )

$ 2,038,900

$ (136,525 )

Basic and diluted (loss) per share:

Income (Loss) per share from continuing operations

$ 0.03

$ (0.00 )

$ 0.30

$ (0.02 )
Income (Loss) per share - discontinued

$ (0.00 )

$ (0.00 )

$ (0.00 )

$ (0.02 )
Weighted average shares outstanding - basic

5,863,644

$ 10,460,000

6,889,892

$ 8,811,648

14
~~Table of Contents~~
The following table is a reconciliation of the EBITDA and Adjusted Net Income (non-GAAP measures) to the Net Income with the GAAP Consolidated Statements of Operation for the three and nine months ended October 31, 2020 and 2019, respectively.
Adjusted Net Income Reconciliation

For the three months ended

For the nine months ended

October 31,

October 31,

2020

2019

2020

2019

CONSOLIDATED STATEMENT OF OPERATIONS:

Net Income (Loss)

$ (139,569 )

$ (40,769 )

$ (49,406,676 )

$ (144,432 )
Interest

2,605

-

21,458

21,102

Depreciation and amortization

-

-

-

-

EBITDA

$ (136,964 )

$ (40,769 )

$ (49,385,218 )

$ (123,330 )

Stock based compensation

-

-

49,204,508

-

Cryptocurrency gains (IFRS guidelines)

164,503

-

164,503

-

Gains not in ordinary course of business

-

-

1,900,000

-

Adjustments for settlement reserves

154,307

-

154,307

-

Adjustment for discontinued operations

-

(4,698 )

800

(13,195 )
Adjusted net income

$ 181,846

$ (45,467 )

$ 2,038,900

$ (136,525 )

Note 12. 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 and nine months ~~ending~~ended October 31, ~~2020~~2021 and ~~October 31, 2019.~~2020.
14
Table of Contents

Note 13. ~~Explanation of Our Restatement~~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 ~~filing~~not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a ~~restatement~~material adverse effect on the Company’s financial position, results of ~~its three~~operations or liquidity.
Cease and ~~nine month Statements of Operations for~~Desist Notice
On November 2, 2021, the ~~period ending October 31, 2019, which was filed with the Securities~~Company received a cease and ~~Exchange Commission~~desist notice (the “Notice”) from First Genesis, Inc. (“~~SEC”) on March 24, 2020 (the “Original Report”~~First Genesis”). The ~~financial statements contained~~Notice alleges, among other things, that Cedric Harris, the Company’s Chief Research Officer, and the Company were using First Genesis’ intellectual property. Mr. Harris, through 832, developed First Genesis’ intellectual property and has been providing First Genesis with consulting services. 832’s intellectual property, which Mr. Harris also developed, is completely different than the First Genesis intellectual property. We believe that the allege claims by First Genesis are without merit and the Company will continue to vigorously defend against the allegations in ~~our Quarterly Report on Form 10-Q for~~ the period ended October 31, 2019 require restatement in order to correct the presentation of amortization of the software as a cost of good that had been previously impaired. In addition, certain other expenses were adjusted accordingly with a realization of income from discontinued operations added. The changes in our consolidated Statements of Operations are summarized, below.

For the three months ended

For the nine months ended

October 31, 2019

October 31, 2019

Original

Change

Restated

Original

Change

Restated

Depreciation expense

$ (121,159 )

$ 121,159

$ -

$ (363,477 )

$ 363,477

$ -

Total cost of sales

(121,159 )

121,159

-

(363,477 )

363,477

-

Gross loss

$ (121,159 )

$ 121,159

$ -

$ (363,477 )

$ 363,477

$ -

Selling, general, and administrative

711

(251 )

460

5,272

17,677

22,949

Professional fees

-

-

-

5,256

1

5,257

Rent

-

3,007

3,007

-

3,421

3,421

Consultant fees

42,000

-

42,000

126,000

-

126,000

Bad debt expense

-

-

-

4,500

(4,500 )

-

Amortization & depreciation expense

646

(646 )

-

1,938

(1,938 )

-

Total operating expenses

$ 43,457

$ 2,010

$ 45,467

$ 142,966

$ 14,661

$ 157,627

Net loss from operations

$ (164,516 )

$ 119,049

$ (45,467 )

$ (506,443 )

$ 348,816

$ (157,627 )
Other income (expense)

(1
)

1

-

-

-

-

Net income (loss) before discontinued operations

$ (164,517 )

$ 119,050

$ (45,467 )

$ (506,443 )

$ 348,816

$ (157,627 )
Income from discontinued operations

-

4,698

4,698

-

13,195

13,195

Net loss

$ (164,517 )

$ 119,050

$ (40,769 )

$ (506,443 )

$ 362,011

$ (144,432 )
Notice.

Note 14. ~~Subsequent Event~~Warrants

On ~~December 5, 2020~~October 21, 2021, the ~~Law Offices~~Company issued a warrant to a stockholder of ~~Carl G Hawkins elected~~the Company for the purchase of up to ~~exercise~~ a ~~portion~~total of ~~his warrant where 20,000~~6,000 shares of common stock ~~were~~at $9.00 per share. Under the vesting schedule 6,000 shares are vested upon signing. The warrants expire on October 20, 2026 at 5:00 PM Eastern Standard Time.
On September 30, 2021, the Company issued a warrant to Myosin, Inc. for the ~~reduction~~purchase of ~~$20,000 in debt. Concurrently, Epic Industry Corp elected~~up to ~~exercise~~ a ~~portion~~total of ~~its warrant where 35,000~~100,000 shares of common stock ~~was issued for~~at $7.00 per share. Under the ~~reduction of $35,000 in accounts payable to related party.~~vesting schedule 100,000 shares are vested upon signing. The warrants expire on September 30, 2026 at 5:00 PM Eastern Standard Time.

On ~~December 5,~~September 22, 2021, the Company issued a warrant to one officer of the Company (Bill Regan) for the purchase of up to a total of400,000 shares of common stock at $6.40 per share. Under the vesting schedule 100,000 shares are vested upon signing and 100,000 per year for three consecutive years. The warrants expire on September 21, 2026 at 5:00 PM Eastern Standard Time.
On September 20, 2021, the Company issued a warrant to a consultant of the Company (Sophie Grinevald) for the purchase of up to a total of 200,000 shares of common stock at $6.40 per share. Under the vesting schedule 50,000 shares are vested upon signing and 50,000 per year for three consecutive years. The warrants expire on September 19, 2026 at 5:00 PM Eastern Standard Time.
On September 20, 2021, the Company issued a warrant to one director of the Company (Thomas Amon) for the purchase of up to a total of 125,000 shares of common stock at $6.00 per share. Under the vesting schedule 50,000 shares are vested upon signing and 25,000 per year for three consecutive years. The warrants expire on September 19, 2026 at 5:00 PM Eastern Standard Time.
On September 15, 2021, the Company issued a warrant to one director of the Company (Richard Schaeffer) for the purchase of up to a total of 200,000 shares of common stock at $6.00 per share. Under the vesting schedule 50,000 shares are vested upon signing and 50,000 per year for three consecutive years. The warrants expire on September 14, 2026 at 5:00 PM Eastern Standard Time.
On July 31, 2021, the Company issued warrants to two officers of the Company (Toney Jennings and Brandon Hart) for the purchase of up to a total of 400,000 shares of common stock at $5.05 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 July 30, 2026 at 5:00 PM Eastern Standard Time.
On June 21, 2021, the Company issued a warrant to one officer of the Company (Cedric Harris) for the purchase of up to a total of 200,000 shares of common stock at $5.25 per share. Under the vesting schedule 50,000 shares are vested upon signing and 50,000 per year for three consecutive years. The warrants expire on June 20, 2026 at 5:00 PM Eastern Standard Time.
On March 11, 2021, the Company issued warrants to three officers of the Company (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 March 10, 2026 at 5:00 PM Eastern Standard Time.
On February 1, 2021, the Company issued warrants to four directors of the Company (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 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 ~~APO Holdings, LLC converted its outstanding debt in~~ the ~~amount~~Company cancelled one warrant that authorized the purchase of ~~$97,404.16 at $2.50 per share~~up to 250,000 shares of common stock. Warrants have been exercised four times for a total of ~~38,962~~175,000 shares of common ~~shares.~~stock for $175,000, which was paid $135,000 in cash and $40,000 as a reduction to accounts payable.

15
Table of Contents
A summary of warrant activity for nine months ended October 31, 2021 is as follows:

Weighted

Average

Conversion

Shares

Price

Warrants outstanding at January 31, 2021

2,675,000

$ 1.00

Exercised

(190,000 )

1.32

Granted

2,731,000

4.41

Warrants outstanding at October 31, 2021

5,216,000

$ 2.77

Note 15: Sale of Assets to Related Party
On May 13, 2020, the Company sold its 420 Cloud Software to First Bitcoin Capital, Inc., for the purchase price of $1.9 million. The $1.9 million was paid through the transfer of $0.5 million in BIT cryptocurrency and a $1.4 million convertible promissory note. The Company received 122,968,776.18 BIT tokens at the price of $0.004066098 per token. The convertible promissory note had a simple interest fee of 9% per year and may have been converted into First Bitcoin Capital Corp stock at a 10% discount to market or in additional BIT cryptocurrency tokens. The Note had no expiration date. The convertible note receivable was convertible into stock that was thinly traded on the OTC Markets and since it was related party the credit was to equity. On July 6, 2021, the $1.4 million convertible promissory note was exchanged as part of the settlement agreement with BOTS, Inc. (See Note 9 – Related Party Transactions)
Note 16. 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 are classified as non-current intangible assets and are recorded on a cost basis. The following chart shows our cryptocurrency assets as of October 31, 2021 and January 31, 2021:
Cryptocurrency Holdings
Current Assets (in thousands)

As of

As of

October 31, 2021

January 31, 2021

Coin Symbol

FMV

FMV

BTC

$ 434

$ 0

ETH

2

0

GUSD

1

0

USDC

144

0

HEX

4,889

123

$ 5,470

$ 123

Non-Current Assets (in thousands)

As of

As of

October 31, 2021

January 31, 2021

Coin Symbol

Cost Basis

Cost Basis

PRES

$ 0

$ 15

BIT

0

83

$ 0

$ 98

Note 17. Subsequent Events
In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.

1516
Table of Contents
~~Table of Contents~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition, results of operations and cash flows in conjunction with our consolidated financial statements and the related notes presented in this report and in our Annual Report.
FORWARD-LOOKING STATEMENTS

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~~Company's SEC 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 results for the three and nine months ended October 31, 2021 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 $2 trillion at the end of the third quarter compared to $1 trillion at the end of last quarter of the last fiscal year. We are 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 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

WeChange of Control
On April 17, 2020 shares of Series A Preferred stock were ~~incorporated in~~issued to two parties effecting the ~~State~~Company’s change 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 Fleming Island, Florida.control.
Business Model

The Company’s ~~original business~~early model was to ~~provide computer related~~earn revenue through social media advertising, fees, and services. ~~The Company’s~~Under this plan, the Company developed ~~and acquired Internet publishing and broadcasting and web search portals. We published and generate textual, audio, and/or video content on~~its white label software solution for BOTS under the ~~Internet, and operate websites that use a search engine~~420 Cloud brand. After multiple attempts to ~~generate and maintain extensive databases of internet addresses and content. The~~secure acceptance in the market, the Company discontinued this ~~line of operations on April 17,~~operation during the fiscal year ended January 31, 2020.

~~The~~In April 2020 the Company ~~is engaged in the business~~divested and sold its white label software solution and changed direction of ~~digital cryptocurrency and blockchain development and consulting.~~
its business. The Company has ~~incurred significant losses since inception~~become a developer, engineer, and as of October 31, 2020 has a working capital deficit. The Company’s consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilitiesconsultant in the ~~normal course~~industry of business. The Company’s ability to continue as a going concern is dependent on being able to raise the necessary funding to continue operations, through the exercise of warrants, issuance of shares to the public, debt financings, joint arrangements and other contractual arrangements, or being able to operate profitably in the future. These consolidated financial statements do not reflect the adjustments or reclassifications which would be necessary if the Company were unable to continue its operations in the normal course of business.blockchain technologies.

GENERAL OVERVIEW
OBITX is engaged in the business of consulting and developing blockchain technologies. We believe that our services and future products will provide our consumers with an approach to blockchain implementation uniquely designed for them. We provide consulting services in various approaches to cryptocurrencies and blockchain technologies.

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.~~
~~INDUSTRY OVERVIEW~~
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 2,000 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 HEX.10Q.

1617
Table of Contents
~~Table of Contents~~

~~Blockchain Technologies~~EMPLOYEES AND CONSULTANTS

~~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 October 31, ~~2020, there are over 2,000 digital currencies in existence.~~
~~Blockchain Value~~
~~Cryptocurrencies are Digital Asset that is not~~2021, the Company has 19 employees. We currently utilize various consultants who fulfill 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~~majority 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, soldsales 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~~
~~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~~marketing aspects 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~~
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.
17
~~Table of Contents~~
~~DESCRIPTION OF SUBSIDIARIES~~
There were three subsidiaries that were incorporated into the financials of OBITX for fiscal year 2020. All three subsidiaries were closed and the operations discontinued in the fiscal year ended January 31, 2020. We have incorporated them in this Form 10Q for historical reference of the period ending April 30, 2019. These three subsidiaries include altCUBE, Inc., which was 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. The second was Campaign Pigeon, LLC, which was 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. The third subsidiary was Haute Jobs, LLC, which was 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.business operations.

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.~~GAAP. 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 apparent 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 of operations for future periods could be materially affected. No material change has occurred to our critical accounting policies and estimates from the information provided in the Annual Report.

Results of Operations
~~Results of Operations for the three months ended October 31, 2020 and 2019~~

Our operating results for the three and nine months ended October 31, 2021 and 2020 ~~and 2019 is~~are summarized as ~~follows:~~follows (in thousands):

For the three months ended

October 31,

2020

2019

Sales

$ 61,918

$ -

Total Cost of Sales

-

-

Gross (loss)

$ 61,918

-

Total operating expenses

674,170

45,467

Net (loss) from operations

$ (612,252 )

$ (45,467 )

For the Three Months Ended October 31,

For the Nine Months Ended October 31,

2021

2020

2021

2020

(in thousands)

Revenue

$ 4,906

$ 62

$ 11,603

$ 62

Cost of sales

723

-

3,469

-

Gross profit

4,183

62

8,134

62

Total operating expenses

938

674

1,788

49,949

Operating income (loss)

$ 3,245

$ (612 )

$ 6,346

$ (49,887 )

18
~~Table of Contents~~
Results of Operations for the three and nine months ended October 31, 2021 and 2020

Revenue

~~The company recognized $61,918~~We generated $4.9 million in revenue ~~from operations~~ for the three months ended October 31, ~~2020~~2021 as compared to $0$0.1 million in revenue for the three months ended October ~~31,2019. The revenue was~~31, 2020. Revenue generated for the quarter ended October 31, 2021 primarily consisted of $2.3 million from fair value adjustment to the cryptocurrencies, $1.7 million from cryptocurrency sales, $0.7 million from consulting services, ~~provided~~and $0.1 million from staking.
We generated $11.6 million in revenue for the nine months ended October 31, 2021 as compared to ~~two clients.~~$0.1 million in revenue for the nine months ended October 31, 2020. Revenue generated for the nine months ended October 31, 2021 primarily consisted of $4.7 million from fair value adjustment to the cryptocurrencies, $4.7 million from cryptocurrency sales, $2.0 million from consulting services, and $0.2 million from staking.
18
Table of Contents

Cost of ~~Goods Sold~~Sales

~~The company recognized no cost for services provided for the three months ending October 31, 2020 and 2019.~~
~~Gross Profit/Loss~~
~~The company recognized $61,918 in gross profit from operations~~Cost of sales for the three months ended October 31, ~~2020~~2021 was $0.7 million as compared to ~~$0 gross~~no cost of sales for the three months ended October 31, 2020. Cost of sales for the three months ended October 31, 2021 primarily consisted of cost of cryptocurrency of $0.5 million and $0.2 million in product costs and commissions.
Cost of sales for the nine months ended October 31, 2021 was $3.5 million as compared to no cost of sales for the nine months ended October 31, 2020. Cost of sales for the nine months ended October 31, 2021 primarily consisted of $2.2 million in labor costs and commissions and cost of cryptocurrency of $1.2 million.
Gross Profit
Gross profit for the three months ended October ~~31,2019.~~31, 2021 was $4.2 million as compared to $0.1 million for the three months ended October 31, 2020.
Gross profit for the nine months ended October 31, 2021 was $8.1 million as compared to $0.1 million for the nine months ended October 31, 2020.

Operating Expenses

~~Our operating~~Operating expenses ~~increased by $628,703 to $674,170 for the three months ended October 31, 2020, from $45,467 for the three months ended October 31, 2019.~~
In the three months ended October 31, 2020 professional fees were $25,135 increasing from $0 in the three months ended October 31, 2019. Our consultant fees increased by $605,339 from $42,000 for the quarter ending October 31, 2019 to $647,339 for the quarter ending October 31, 2020. Ourconsist primarily of selling, general and administrative ~~costs were increased by $60 to $520 for the quarter ending October 31, 2020 from $460 for the quarter ending October 31, 2019.~~
~~Our~~expenses and amortization and depreciation expense. Selling, general and administrative expenses ~~consist of~~include personnel costs, consultant fees, bank charges, telephone expenses, meals and ~~entertainments,~~entertainment, computer and internet expenses, postage and delivery, office supplies, ~~stock issuance as compensation,~~professional fees, reporting fees, and other ~~expenses. Our professional fees include legal, accounting, and reporting~~miscellaneous fees.

~~Net Income/Loss~~
Our ~~net loss of $139,569~~operating expenses increased by $0.2 million to $0.9 million for the three months ended October 31, ~~2020 consisted primarily~~2021, from $0.7 million for the three months ended October 31, 2020. The primary reason for the increase was due to the acquisitions of ~~the consulting expense~~Render, 832, Mercury, and Vengar, partially offset by ~~other income. With~~a decrease in consulting expenses.
Our operating expenses ~~$647,339, we increased our overall cost of operations~~decreased by ~~$628,703 from $45,467 in professional fees, consultant fees, and selling, general and administrative cost~~$48.1 million to $1.8 million for the ~~quarter ending~~nine months ended October 31, ~~2019 to $674,170~~2021, from $49.9 million for the ~~quarter ending~~nine months ended October 31, 2020.
~~Results~~ The primary reason for the decrease was due to stock-based compensation of ~~Operations~~$49.2 million, which was recorded for the nine months ended October 31, 2020, partially offset by increases in operating expenses due to the acquisitions of Render, 832, Mercury, and ~~2019~~Vengar.
Operating Income (Loss)

Our operating ~~results~~income increased by $3.9 million to operating income of $3.2 million for the three months ended October 31, 2021 as compared to an operating loss of $0.6 million for the three months ended October 31, 2020. The primary reason for the increase in operating income was due to the increase in revenue as discussed above.
Our operating income increased by $56.2 million to operating income of $6.3 million for the nine months ended October 31, ~~2020 and 2019 is summarized~~2021 as ~~follows:~~

For the nine months ended

October 31,

2020

2019

Sales

$ 61,918

$ -

Total Cost of Sales

-

-

Gross (loss)

61,918

-

Total operating expenses

49,949,240

157,627

Net (loss) from operations

$ (49,887,322 )

$ (157,627 )
~~Revenue~~
~~The company recognized $61,918 in revenue from operations~~compared to an operating loss of $49.9 million for the nine months ended October 31, ~~2020 as compared to $0 revenue~~2020. The primary reason for the ~~nine months ended October 31,2019. The~~increase in operating income was due to the increase in revenue ~~was generated for consulting services provided to two clients.~~
~~Cost of Goods Sold~~
~~The company recognized no cost for services provided for the nine months ending October 31, 2020~~ and ~~2019.~~
19
~~Table of Contents~~
~~Gross Profit/Loss~~
~~The company recognized $61,918~~decrease in ~~gross profit from operations for the nine months ended October 31, 2020 as compared to $0 gross profit for the nine months ended October 31,2019.~~
~~Operating Expenses~~
~~Our operating expenses increased by $49,791,613 to $49,949,240 for the nine months ended October 31, 2020, from $157,627 for the nine months ended October 31, 2019.~~
In the nine months ended October 31, 2020 professional fees were $64,723 increasing from $5,257 in the nine months ended October 31, 2019. Our consultant fees increased by $555,339 from $126,000 for the nine months ending October 31, 2019 to $681,339 for the nine months ending October 31, 2020. Our selling, general and administrative costs were increased by $49,178,269 to $49,201,218 for the nine months ending October 31, 2020 from $22,949 for the nine months ending October 31, 2019.
Our general and administrative expenses consist of bank charges, telephone expenses, meals and entertainments, computer and internet expenses, postage and delivery, stock issuances as compensation, office supplies and other expenses. Our professional fees include legal, accounting, and reporting fees.
~~Net Income/Loss~~
~~Our net loss of $49,405,874 for the nine months ended October 31, 2020 which consisted primarily of the~~ stock-based compensation expense. With the exception of the $49,204,508 stock-based compensation expense, we increased our net loss by $49,261,442 to $49,405,874 for the nine months ending October 31, 2020 from $157,627 for the nine months ending October 31, 2019.
~~Discontinued Operations~~
We recorded a loss of $0 and $13,195 from discontinued operations for the nine months ended October 31, 2020 and 2019. We recorded an increase of $13,195 from discontinued operations for the nine months ended October 31, 2019.as discussed above.

Liquidity and Capital Resources

~~Introduction~~
During the nine months ended October 31, ~~2020~~2021 we gained ~~$65~~$1.5 million in cash. Our cash on hand as October 31, ~~2020~~2021 was ~~$65.~~
~~Cash Requirements~~
~~We had cash available of $65 as of October 31, 2020.~~$1.5 million. Based on our revenues, cash on hand and current monthly burn rate, ~~we must rely on financing and~~ the ~~use of cryptocurrencies to fund current~~Company can sustain its operations ~~on a daily basis.~~going forward.

Sources and Uses of Cash

~~Operations~~Operating Activities

~~We generated $15,223~~Net cash used in ~~cash by~~ operating activities was $2.0 million for the nine months ended October 31, ~~2020, as compared~~2021. We had net income of $6.5 million, which included fair value adjustment to ~~using $8,150~~cryptocurrencies of $4.7 million.
Net cash provided by operating activities was $0 for the nine months ended October 31, ~~2019.~~2020. We had net loss of $49.4 million, which included stock-based compensation of $49.2 million.
19
Table of Contents
Investing Activities

Net cash ~~used~~provided by operations consisted primarily of the net loss of $49,405,874 offset by non-cash expenses of $49,204,508 in stock-based compensation, $10,886 in imputed interest, and $143,564 realized gain on investment in cryptocurrencies. Additionally, changes in assets and liabilities consisted of increases of $22,845 in accounts payable to related parties, $18,290 in accounts payable, $250 in prepaid expenses, $55,232 in interest receivable from a related party, and $4,449 in accrued interest with an offset of $154,307 in reserves for potential legal settlements.
~~Financing~~
~~We had net cash used in financing~~investing activities ~~of $15,158~~was $3.3 million for the nine months ~~ending~~ended October 31, ~~2020 as~~2021, compared to ~~a gain~~$0 for the same period in the prior year. During the nine months ended October 31, 2021, we sold $4.7 million of ~~$8,150~~cryptocurrencies and purchased $1.3 million of cryptocurrencies.
Financing Activities
Net cash provided by financing activities was $0.3 million for the nine months ~~ending~~ended October 31, ~~2019.~~
20
~~Table of Contents~~
2021, compared to $0 for the same period in the prior year. During the nine months ended October 31, 2021, we had proceeds from issuance of common stock of $0.8 million and we paid off debt to a related party of $0.5 million.

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,~~in accordance with GAAP, which ~~contemplate~~contemplates 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, 2021 and 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.

20
Table of Contents
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 ~~July~~January 31, ~~2020.~~2021. 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 ~~nine months~~quarter ended October 31, ~~2020~~2021 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.

21
21
Table of Contents
~~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

~~None~~On October 21, 2021, the Company sold 25,000 shares of common stock to an individual for $150,000 or $6.00 per share of common stock.
On September 13, 2021, the Law Offices of Carl G. Hawkins exercised their warrant acquiring 40,000 shares at the strike price of $1.00 per share through the conversion of the accounts payable owed by the Company for services provided. The shares were issued in the name of Carl G. Hawkins.
On August 25, 2021, the Company sold 21,000 shares of common stock to an individual for $126,000 or $6.00 per share of common stock.
On August 9, 2021, Eric Jaffe exercised his warrants of 50,000 shares at the exercise price of $2.12 per share on a cashless basis, resulting in the issuance of 42,246 shares of common stock.
During the quarter ended July 31, 2021, the Company issued 50,000 shares of Series A Preferred Stock to Epic.
On July 31, 2021, the Company issued 1,000,000 shares of common stock as part of the Vengar Acquisition.
On June 30, 2021, the Company issued 300,000 shares of common stock to Chris Carter as part of his employment contract for a three-year period. The shares shall be fully earned upon completion of his three-year contract.
On June 17, 2021, the Company issued 5,000 shares of common stock each to Sophie Grinevald and Bill Regan for services provided.
On June 21, 2021, the Company issued 300,000 shares of common stock as part of the 832 Acquisition.
On June 30, 2021, the Company issued 450,000 shares of common stock as part of the Mercury Acquisition.
On May 23, 2021, the Company issued 75,000 shares of common stock to RedChip Companies, Inc.
On May 19, 2021, the Company issued 5,000 shares of common stock to Sarah Moline for services provided.
On April 12, 2021, Epic exercised the warrant it had and purchased 100,000 shares of common stock in exchange for $100,000. Epic 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.
22
Table of Contents
On April 22, 2020, the Company converted the following accounts payable into shares of common stock at the rate of $0.75 per share.
Name
Shares Issued
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 sold 150,000 shares of Series A Preferred Stock to Epic at par value for a total payment of $15. Epic, 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.
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.

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.

2223
Table of Contents
~~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

~~101.INS~~
~~XBRL Instance Document~~Interactive data files pursuant to Rule 405 of Regulation S-T.

~~101.SCH~~
101.INS

Inline XBRL ~~Taxonomy Extension Schema~~Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

~~101.CAL~~
101.SCH

Inline XBRL Taxonomy Extension ~~Calculation Linkbase Document~~Schema Document.

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

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

101.LAB
Inline XBRL Taxonomy Extension Labels Linkbase Document.

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

~~101.PRE~~104

Cover Page Interactive Data File (formatted as inline XBRL ~~Taxonomy Extension Presentation Linkbase Document~~and contained in Exhibit 101).
* Furnished herewith.

2324
Table of Contents
~~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.

~~OBITX,~~Everything Blockchain, Inc.

Dated: ~~January 3,~~December 15, 2021
~~By:~~
/s/ ~~Michael Hawkins~~Eric Jaffe

By:
~~Michael Hawkins~~Eric Jaffe

Its:
Chief Executive Officer
(Principal Executive Officer)

Dated: December 15, 2021

~~Dated: January 3, 2021~~
~~By:~~
/s/ ~~Michael Hawkins~~William Regan

By:
~~Michael Hawkins~~William Regan

Its:
Interim Chief Financial Officer
(Principal Financial ~~Officer~~Officer)
~~(Principal Financial Officer)~~

2425

	(unaudited)			(audited)
	October 31,			January 31,
	2020			2020
ASSETS
Current assets
Cash	$	65		$	-
Inventory		15			-
Prepaid expenses		250			-
Current – cryptocurrencies		40,083			-
Total current assets		40,413			-
Noncurrent assets
Notes receivable from related party		1,400,000			-
Interest receivable from related party		55,232			-
Noncurrent cryptocurrencies		97,802			-
Total noncurrent assets		1,553,034
Total assets	$	1,593,447		$	-

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	10,650		$	48,940
Accounts payable related party		36,334			254,495
Due to related party		95,909			304,072
Reserve for settlements - related party		154,307			-
Total current liabilities	$	297,200		$	607,507
Total liabilities	$	297,200		$	607,507
Stockholders’ equity
Series A Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 150,000 and 0 shares issued and outstanding, as of October 31, 2020 and January 31, 2020, respectively.		15			-
Series B Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 650,000 and 0 shares issued and outstanding, as of October 31, 2020 and January 31, 2020, respectively.		65			-
Common stock, $0.0001 par value, voting; 200,000,000 shares authorized; 5,880,163 and 10,460,000 shares issued and outstanding, as of October 31, 2020 and January 31, 2020, respectively.		588			1,046
Additional paid in capital		54,810,898			3,500,892
Accumulated deficit		(53,515,319	)		(4,109,445	)
Total stockholders’ equity	$	1,296,247		$	(607,507	)
Total liabilities and stockholders’ equity	$	1,593,447		$	-

*Everything Blockchain, Inc.*
*Consolidated Balance Sheets* (Amounts in thousands, except share and per share data)

ASSETS
	As of
	October 31,			January 31,
	2021			2021
	(unaudited)
Current assets
Cash	$	1,546		$	0
Accounts receivable, net		147			0
Interest receivable		0			90
Current cryptocurrencies, net		5,470			123
Inventory		60			0
Prepaid expenses		3,183			1
Total current assets		10,406			214
Property, plant and equipment, net		939			0
Cryptocurrency, net		0			98
Goodwill		1,319			0
Intangible assets, net		7,473			0
Other assets		3			0
Loan receivable		0			1,400
Total assets	$	20,140		$	1,712

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	276		$	6
Accounts payable related party		23			13
Current portion of long-term debt		281			0
Reserve for legal settlements		154			154
Deferred revenue		88			0
Total current liabilities	$	822		$	173
Long-term liabilities					0
Debt		280			0
Total long-term liabilities	$	280			0
Total liabilities	$	1,102		$	173
Stockholders' equity
Series A Preferred stock, $0.0001 par value: 1,000,000 shares authorized; 200,000 shares issued and outstanding as of October 31, 2021; 150,000 shares issued and outstanding as of January 31, 2021		0			0
Series B Preferred stock, $0.0001 par value: 1,500,000 shares authorized; 400,000 shares issued and outstanding as of October 31, 2021;650,000 shares issued and outstanding as of January 31, 2021		0	��		0
Common stock, $0.0001 par value, 200,000,000 shares authorized;		1			1
8,604,038 and 5,974,125 shares issued and outstanding, as
of October 31, 2021 and January 31, 2021, respectively.
Treasury stock		(1,598	)		0
Additional paid-in capital		67,506			54,946
Accumulated deficit		(46,871	)		(53,408	)
Total stockholders' equity	$	19,038		$	1,539
Total liabilities and stockholders' equity	$	20,140		$	1,712

*Everything Blockchain, Inc.*
*Consolidated Statements of Operations* (Amounts in thousands, except share and per share data)

	For the three months ended						For the nine months ended
	October 31,						October 31,
	2021			2020			2021			2020

	(unaudited)
Revenue from services	$	830		$	62		$	2,216		$	62
Other revenue		4,076			0			9,387			0
Total revenue		4,906			62			11,603			62
Cost of sales		723			0			3,469			0
Gross profit		4,183			62			8,134			62
Selling, general, and administrative		898			674			1,725			49,949
Depreciation and amortization		40			0			63			0
Total operating expenses		938			674			1,788			49,949
Operating income (loss)		3,245			(612	)		6,346			(49,887	)
Other income (expense)		(15	)		472			191			481
Net income (loss)	$	3,230		$	(140	)		6,537		$	(49,406	)

Basic and diluted income (loss) per share:									��
Basic income (loss) per share	$	0.38		$	(0.02	)	$	0.92		$	(6.90	)
Diluted income (loss) per share	$	0.29		$	(0.02	)	$	0.69		$	(6.90	)
Weighted average shares outstanding - basic		8,552,786			5,872,554			7,074,748			7,156,979
Weighted average shares outstanding - diluted		11,304,831			5,872,554			9,445,111			7,156,979

See accompanying notes to consolidated financial statements.

*Everything Blockchain, Inc.*
*Consolidated Statements of Stockholders’ Equity* (Amounts in thousands)

															Additional			Accumulated			Total Stockholders'
	Preferred Stock					Common Stock						Treasury			Paid-in			Income			Equity
	Shares			Amount		Shares			Amount			Stock			Capital			(Deficit)			(Deficit)
	(unaudited)
Balance – January 31, 2021		800		$	-		5,974		$	1		$	-		$	54,946		$	(53,408	)	$	1,539
Stock issued		-			-		308			-			-			669			0			669
Stock issued for services		-			0		390			0			0			1,109			0			1,109
Stock issued for acquisitions		-			0		1,750			0			0			8,642			0			8,642
Warrant exercise		-			0		182			0			0			140			0			140
Issuance of Series A Preferred for services		50			0		-			0			0			2,000			0			2,000
Conversion of note receivable		(250	)		0		-			0			(1,598	)		0			0			(1,598	)
Net income		-			0		-			0			0			0			6,537		6,537
Balance – October 31, 2021		600		$	0		8,604		$	1		$	(1,598	)	$	67,506		$	(46,871	)	$	19,038

Balance – January 31, 2020		-		$	-		10,460		$	1		$	-		$	3,501		$	(4,109	)	$	(607	)
Conversion of common to series B preferred		500			-		(5,000	)		(1	)		-			-			-			(1	)
Conversion of accounts payable		-			0		246			0			0			1,663			0			1,663
Issuance of Series A preferred		150			0		-			0			0			40,138			0			40,138
Issuance of series B preferred		150			0		-			0			0			6,548			0			6,548
Imputed Interest		-			0		-			0			0			(52	)		0			(52	)
Interest receivable – related party		-			0		-			0			0			55			0			55
Stock issued for services		-			0		154			0			0			1,038			0			1,038
Sale of assets to related party		-			0		-			0			0			1,900			0			1,900
Stock issued in warrant exercise		-			0		20			0			0			20			0			20
Net loss		-			0		-			0			0			0			(49,406	)		(49,406	)
Balance – October 31, 2020		800		$	0		5,880		$	0		$	0		$	54,811		$	(53,515	)	$	1,296

See accompanying notes to consolidated financial statements.

																	Total
	Preferred Stock				Common Stock						Additional Paid-in			Accumulated Income			Stockholders’ Equity
	Shares		Amount		Shares			Amount			Capital			(Deficit)			(Deficit)
Balance – January 31, 2020		-	$	-		10,460,000		$	1,046		$	3,500,892		$	(4,109,445	)	$	(607,507	)
Conversion of common to series B preferred		500,000		50		(5,000,000	)		(500	)		450						-
Conversion of accounts payable		-		-		246,317			25			1,662,640						1,662,665
Issuance of Series A preferred		150,000		15		-			-			40,137,773						40,137,788
Issuance of series B preferred		150,000		15		-			-			6,548,173						6,548,188
Imputed Interest		-		-		-			-			(52,705	)		-			(52,705	)
Interest receivable - related party												55,232						55,232
Shares issued for service						153,846			15			1,038,445						1,038,460
Sale of assets												1,900,000						1,900,000
Warrant exercise						20,000			2			19,998						20,000
Net loss		-		-		-			-						(49,405,874	)		(49,405,874	)
Balance – October 31, 2020		800,000	$	80		5,880,163		$	588		$	54,810,898		$	(53,515,319	)	$	1,296,247

*Everything Blockchain, Inc.*
*Consolidated Statements of Cash Flows* (Amounts in thousands)

	For the Nine Months Ended October 31,
	2021			2020
	(unaudited)
Cash flows from operating activities:
Net (Loss)	$	6,537		$	(49,406	)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Stock based compensation		-			49,204
Reverse of bad debt		(233	)		0
Realized net gain on investment in cryptocurrency		(3,382	)		144
Loss on cryptocurrency impairment		16			0
Fair value adjustment to cryptocurrency		(4,685	)		0
Amortization and depreciation		63			0
Imputed interest		0			11
Changes in operating assets and liabilities:
Accounts receivable, net		(114	)		0
Interest receivable		(32	)		(55	)
Inventory		(61	)		0
Prepaid expenses		(72	)		0
Other assets		(4	)		0
Accounts payable to related party		12			(23	)
Accrued interest		0			4
Accounts payable and accrued expenses		93			(18	)
Reserve for legal settlements		0			154
Deferred revenue		(155	)		0
Net cash provided by (used in) operating activities		(2,017	)		15
Cash flows from investing activities:
Acquisition of cryptocurrencies, net		(1,264	)		0
Proceeds from sale of cryptocurrencies		4,729			0
Capital expenditures		(137	)		0
Acquisitions, net of cash received		(23	)		0
Net cash provided by investing activities		3,305			0

Cash flows from financing activities:
Borrowing from related party		0			0
Payment to related party		(500	)		(15	)
Payment of debt		(10	)		0
Proceeds from issuance of stock, net		768			0
Net cash provided by (used in) financing activities		258			(15	)
Net Change in Cash		1,546			0
Cash at Beginning of Year		0			0
Cash at End of Year	$	1,546		$	0

Supplemental Disclosure of Cash Flows Information:
Cash paid for interest	$	19		$	13
Cash paid for income taxes	$	0		$	0

Non-cash Investing and Financing Activities:
Loan of cryptocurrency	$	500		$	0
Cryptocurrency received for payment under contract		240			0
Fair value of assets in acquisitions		9,433			0
Fair value of liabilities assumed in acquisitions		791			0
Accounts receivable settlement for Render Payment		233			0
Conversion of note receivable in exchange for common stock and preferred stock		1,598			0
Issuance of stock for services		1,110			0
Issuance of Series A Preferred for services		2,000			0
Conversion of accounts payable to related party to common stock		40			195
Sale of software to related party		0			1,900
Conversion of debt through sale of cryptocurrencies		0			218

See accompanying notes to consolidated financial statements.

	2020			2019
Cash flows from operating activities:				(Restated)
Net (Loss)	$	(49,405,874	)	$	(144,432	)
Adjustments to reconcile net loss to net
Cash provided by (used in) operating activities:
Stock based compensation		49,204,508			-
Realized gain on investment in cryptocurrency, net		143,564
Imputed interest		10,886			11,427
Decrease (Increase) in:
Accounts payable/receivable to related party, net		(22,845	)		-
Accrued interest		4,449			(4,169	)
Prepaid expenses and other current assets		(250	)		149
Accounts payable		(18,290	)		128,875
Interest receivable from related party, net		(55,232	)		-
Reserve for settlement accounts		154,307			-
Net cash used in operating activities	$	15,223		$	(8,150	)
Cash flows from financing activities:
Borrowing from (payment to) related party		(5,242	)		8,150
Loss from issuance of stock, net		(9,916	)		-
Net cash provided by financing activities	$	(15,158	)	$	8,150
Net change in cash		65			-
Cash at beginning of year		-			-
Cash as of October 31,	$	65		$	-

Supplemental Disclosure of Cash Flows Information:
Cash paid for interest	$	13		$	-
Cash paid for income taxes	$	-		$	-

Non-cash Investing and Financing Activities:
Conversion of accounts payable to related party to common stock	$	195,316		$	-
Conversion of preferred stock to common stock	$	-		$	500
Issuance of preferred stock for inventory	$	15		$	-
Conversion of AP with assets held for sale	$	-		$	408,166
Sale of software to related party	$	1,900,000		$	-
Repayment to related party via cryptocurrency	$	218,256		$	-

·	~~identification of the contract, or contracts, with a customer;~~
·	~~identification of the performance obligations in the contract;~~
·	~~determination~~Table of ~~the transaction price;~~Contents
·	~~allocation of the transaction price to the performance obligations in the contract; and~~
·	~~recognition of revenue when, or as, we satisfy a performance obligation.~~

Cash	$	20
Intangible assets		1,542
Accounts payable and accrued expenses		(20	)
Total preliminary purchase price	$	1,542

Cash	$	74
Accounts receivable		33
Property, plant & equipment		740
Goodwill		1,319
Accounts payable and accrued expenses		(426	)
Deferred revenue		(3	)
Notes payable		(322	)
Total purchase price	$	1,415

Cash	$	27
Intangible assets		5,812
Accounts payable and accrued expenses		(39	)
Total preliminary purchase price	$	5,800

	·	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.

Revenue

Net revenue	For the Three Months Ended October 31, 2021		For the Nine Months Ended October 31, 2021
Transactional revenue
Consulting and services revenue	$	706	$	1,961
Total transaction revenue		706		1,961
Subscription and services revenue
Staking revenue		124		255
Total subscription and services revenue		124		255
Total net revenue		830		2,216
Other revenue
Fair value adjustment to cryptocurrency		2,328		4,685
Crypto asset sales revenue		1,748		4,655
Interest income		0		47
Total other revenue		4,076		9,387
Total revenue	$	4,906	$	11,603

Name	AP Balance		Shares Issued		FMV		Stock Based Compensation		AP Balance		Shares Issued		FMV		Stock Based Compensation
Paul Rosenberg	$	104,988		130,128	$	878,364	$	773,377	$	105		130,128	$	878	$	773
Brandy Craig		68,995		88,455		597,071		528,076	$	69		88,455	$	597	$	528
Law Offices of Carl G Hawkins		6,333		8,504		57,402		51,069	$	6		8,504	$	57	$	51
Thomas G Amon		15,000		19,230		129,803		114,803	$	15		19,230	$	130	$	115
Total	$	195,316		246,317	$	1,662,640	$	1,467,325	$	195		246,317	$	1,662	$	1,467

	2020		2019

Other income (loss)	$	-	$	8,497
Total income (expense) from discontinued operations	$	-	$	8,497

			Weighted
			Average
			Conversion
	Shares		Price

Warrants outstanding at January 31, 2020		3,000,000	$	1.00

Exercised		20,000	$	1.00
Granted		-	$	1.00
Cancelled		250,000	$	1.00
Warrants outstanding at July 31, 2020		2,730,000	$	1.00

OBITX Cryptocurrency Holdings
Current Assets
Coin Symbol	Quantity		Cost Basis		FMV
HEX		15,681,861		40,083		143,630
Total for period ending 10/31/20				40,083		143,630

Non-Current Assets
Coin Symbol	Quantity		Cost Basis		FMV
PRES		2,000,000		14,917		19,675
BIT		20,720,420		82,885		235,260
Total for period ending 10/31/20				97,802		254,935

OBITX Cryptocurrency Holdings
From/TO	Quantity (BIT)		Cost Basis			Fair Value		Revenue
Overwatch		700,000	$	(2,111	)	$	5,921	$	3,811
Overwatch		43,038,800		(175,000	)		364,065		189,065
Paul Rosenberg		30,742,000		(125,000	)		254,452		129,452
Andrus Nomm		2,766,780		(11,250	)		22,901		11,651
BOTS		27,000,000		(109,785	)		223,479		113,694
Total for period ending 10/31/20								$	447,673

Adjusted Net Income Reconciliation

	For the three months ended						For the nine months ended
	October 31,						October 31,
	2020			2019			2020			2019

CONSOLIDATED STATEMENT OF OPERATIONS:
Net Income (Loss)	$	(139,569	)	$	(40,769	)	$	(49,406,676	)	$	(144,432	)
Interest		2,605			-			21,458			21,102
Depreciation and amortization		-			-			-			-
EBITDA	$	(136,964	)	$	(40,769	)	$	(49,385,218	)	$	(123,330	)

Stock based compensation		-			-			49,204,508			-
Cryptocurrency gains (IFRS guidelines)		164,503			-			164,503			-
Gains not in ordinary course of business		-			-			1,900,000			-
Adjustments for settlement reserves		154,307			-			154,307			-
Adjustment for discontinued operations		-			(4,698	)		800			(13,195	)
Adjusted net income	$	181,846		$	(45,467	)	$	2,038,900		$	(136,525	)

	For the three months ended									For the nine months ended
	October 31, 2019									October 31, 2019
	Original			Change			Restated			Original			Change			Restated

Depreciation expense	$	(121,159	)	$	121,159		$	-		$	(363,477	)	$	363,477		$	-
Total cost of sales		(121,159	)		121,159			-			(363,477	)		363,477			-
Gross loss	$	(121,159	)	$	121,159		$	-		$	(363,477	)	$	363,477		$	-
Selling, general, and administrative		711			(251	)		460			5,272			17,677			22,949
Professional fees		-			-			-			5,256			1			5,257
Rent		-			3,007			3,007			-			3,421			3,421
Consultant fees		42,000			-			42,000			126,000			-			126,000
Bad debt expense		-			-			-			4,500			(4,500	)		-
Amortization & depreciation expense		646			(646	)		-			1,938			(1,938	)		-
Total operating expenses	$	43,457		$	2,010		$	45,467		$	142,966		$	14,661		$	157,627
Net loss from operations	$	(164,516	)	$	119,049		$	(45,467	)	$	(506,443	)	$	348,816		$	(157,627	)
Other income (expense)		(1	)		1			-			-			-			-
Net income (loss) before discontinued operations	$	(164,517	)	$	119,050		$	(45,467	)	$	(506,443	)	$	348,816		$	(157,627	)
Income from discontinued operations		-			4,698			4,698			-			13,195			13,195
Net loss	$	(164,517	)	$	119,050		$	(40,769	)	$	(506,443	)	$	362,011		$	(144,432	)

Cryptocurrency Holdings
Current Assets (in thousands)
	As of		As of
	October 31, 2021		January 31, 2021
Coin Symbol	FMV		FMV
BTC	$	434	$	0
ETH		2		0
GUSD		1		0
USDC		144		0
HEX		4,889		123
	$	5,470	$	123

Non-Current Assets (in thousands)
	As of		As of
	October 31, 2021		January 31, 2021
Coin Symbol	Cost Basis		Cost Basis
PRES	$	0	$	15
BIT		0		83
	$	0	$	98

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
~~101.INS~~		~~XBRL Instance Document~~Interactive data files pursuant to Rule 405 of Regulation S-T.

~~101.SCH~~ 101.INS			Inline XBRL ~~Taxonomy Extension Schema~~Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

~~101.CAL~~ 101.SCH			Inline XBRL Taxonomy Extension ~~Calculation Linkbase Document~~Schema Document.

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

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

101.LAB			Inline XBRL Taxonomy Extension Labels Linkbase Document.

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

~~101.PRE~~104			Cover Page Interactive Data File (formatted as inline XBRL ~~Taxonomy Extension Presentation Linkbase Document~~and contained in Exhibit 101).

	~~OBITX,~~Everything Blockchain, Inc.

Dated: ~~January 3,~~December 15, 2021	~~By:~~	/s/ ~~Michael Hawkins~~Eric Jaffe
	By:	~~Michael Hawkins~~Eric Jaffe
	Its:	Chief Executive Officer (Principal Executive Officer)

Dated: December 15, 2021
~~Dated: January 3, 2021~~	~~By:~~	/s/ ~~Michael Hawkins~~William Regan
	By:	~~Michael Hawkins~~William Regan
	Its:	Interim Chief Financial Officer (Principal Financial ~~Officer~~Officer)	~~(Principal Financial Officer)~~