BLACK CACTUS GLOBAL, INC. (Form: 10-Q, Received: 06/30/2020 07:22:09)

Number of
warrants

Weighted average
exercise price
$

Balance, April 30, 2018

Balance, October 31, 2018

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: October 31, 2018

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

For the transition period from ____________to _____________

Commission File Number: 000-55880

BLACK CACTUS GLOBAL, INC.

(Exact name of registrant as specified in its charter)


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

8275 S. Eastern Avenue, Suite 200

Las Vegas, Nevada 89123

(Address of principal executive offices, Zip Code)

(702) 724-2643

(Registrant’s telephone number, including area code)

N/A

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

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

Yes [_] No [X]

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 [X]

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


Large accelerated filer	[_]	Accelerated filer	[_]
Non-accelerated filer	[_]	Smaller reporting company	[X]
		Emerging growth company	[X]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [_] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: We had a total of 166,073,296 shares of common stock issued and outstanding at June 26, 2020.

TABLE OF CONTENTS

FORM 10-Q

PART I – FINANCIAL INFORMATION


Item 1.	Financial Statements	4

	Balance Sheets as of October 31, 2018 and April 30, 2018	4

	Statements of Operations and Comprehensive Loss for the Three Months and Six Months Ended October 31, 2018 and 2017	5

	Statements of Stockholders' Deficit for the Six Months Ended October 31, 2018 and 2017	6-7

	Statements of Cash Flows for the Six Months Ended October 31, 2018 and 2017	8

	Notes to Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

PART II – OTHER INFORMATION


Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

SIGNATURES		22

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FORWARD-LOOKING STATEMENTS

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

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

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

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PART I. FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS

BLACK CACTUS GLOBAL, INC.

BALANCE SHEETS

(Expressed in U.S. Dollars)


	October 31,			April 30,
	2018			2018
	(Unaudited)			(Audited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	—		$	252
Due from related parties (Note 7)		—			327,541
Prepaid expenses and other assets (Note 6)		23,563			164,020
TOTAL ASSETS	$	23,563		$	491,813

LIABILITIES

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	321,222		$	304,737
Amount payable for BitReturn (Note 10)		350,000			350,000
Convertible debentures (Note 9)		529,792			44,791
Loans payable (Note 8)		64,076			208,225
Total Liabilities		1,265,090			907,753

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, of which 10,000 shares designated as Series A, no shares issued and outstanding (Note 13)		—			—
Common stock, $0.0001 par value; 490,000,000 shares authorized; 166,073,296 and 166,673,296 shares issued and 166,073,296 and 113,473,296 shares outstanding as of October 31, 2018 and April 30, 2018, respectively (Note 13)		16,608			11,347
Common stock in treasury, $0.0001 par value; Nil and 53,200,000 shares as of October 31, 2018 and April 30, 2018, respectively (Note 13)		—			1
Shares issuable (Note 12(d))		420,000			420,000
Additional paid-in capital		7,696,236			5,343,588
Accumulated deficit		(9,374,371	)		(6,190,876	)
Total Stockholders’ Deficit		(1,241,527	)		(415,940	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	23,563		$	491,813

Going concern (Note 2)
Commitments (Note 12)
Subsequent Events (Note 15)

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

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BLACK CACTUS GLOBAL, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in U.S. Dollars)

(Unaudited)


	For the Three Months Ended October 31,						For the Six Months Ended October 31,
	2018			2017			2018			2017

OPERATING EXPENSES
Consulting (Note 12)	$	(31,600	)	$	275,951		$	75,133		$	700,948
General and administrative		(96,346	)		9,823			27,102			22,192
Investor relations		26,750			—			53,500			—
Professional fees		21,364			62,764			127,834			90,158
Product development and website costs (Note 10)		—			93,476			—			2,348,663
Stock-based compensation (Note 13)		1,875,000			—			1,875,000			—

TOTAL OPERATING EXPENSES	$	(1,795,168	)	$	(442,014	)	$	(2,158,569	)	$	(3,161,961	)

OTHER EXPENSES
Accretion of discounts on convertible debentures (Note 9)		(339,824	)		—			(449,909	)		—
Allowance for receivables (Note 7)		(339,554	)		—			(339,554	)		—
Loss on settlement of debt (Note 8(c))		—			—			(201,500	)		—
Interest expense		(11,861	)		—			(33,963	)		—

NET LOSS AND COMPREHENSIVE LOSS	$	(2,486,407	)	$	(442,014	)	$	(3,183,495	)	$	(3,161,961	)

NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(0.02	)	$	(0.00	)	$	(0.03	)	$	(0.03	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		116,616,774			97,900,000			116,005,905			93,762,465

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

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BLACK CACTUS GLOBAL, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Expressed in U.S. Dollars)

(Unaudited)


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

Balance – April 30, 2017	—	$	—	83,000,000	$	8,300	$	—	$	14,000		$	74,559	$	(202,577	)	$	(105,718	)

Issuance of common stock for cash	—		—	1,400,000		140		—		(14,000	)		13,860		—			—

Issuance of common stock for domain name	—		—	10,000,000		1,000		—		—			1,899,000		—			1,900,000

Issuance of common stock for services	—		—	3,500,000		350		—		—			649,650		—			650,000

Net loss for the period	—		—	—		—		—		—			—		(2,719,947	)		(2,719,947	)

Balance – July 31, 2017	—	$	—	97,900,000	$	9,790	$	—	$	—		$	2,637,069	$	(2,922,524	)	$	(275,665	)

Discount on loan payable	—		—	—		—		—		—			477		—			477

Net loss for the period	—		—	—		—		—		—			—		(442,014	)		(442,014	)

Balance – October 31, 2017	—	$	—	97,900,000	$	9,790	$	—	$	—		$	2,637,546	$	(3,364,538	)	$	(717,202	)

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

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BLACK CACTUS GLOBAL, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Expressed in U.S. Dollars)

(Unaudited)


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

Balance – April 30, 2018	—	$	—	166,673,296		$	11,347	$	1		$	420,000	$	5,343,588	$	(6,190,876	)	$	(415,940	)

Issuance of common stock to settle loans payable	—		—	2,600,000			260		—			—		337,740		—			338,000

Beneficial conversion features and warrants associated with convertible debt	—		—	—			—		—			—		144,908		—			144,908

Cancellation of treasury stock	—		—	(3,200,000	)		1		(1	)		—		—		—			—

Net loss for the period	—		—	—			—		—			—		—		(697,088	)		(697,088	)

Balance – July 31, 2018	—	$	—	166,073,296		$	11,608	$	—		$	420,000	$	5,826,236	$	(6,887,964	)	$	(630,120	)

Stock-based compensation	—		—	—			5,000		—			—		1,870,000		—			1,875,000

Net loss for the period	—		—	—			—		—			—		—		(2,486,407	)		(2,486,407	)

Balance – October 31, 2018	—	$	—	166,073,296		$	16,608	$	—		$	420,000	$	7,696,236	$	(9,374,371	)	$	(1,241,527	)

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

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BLACK CACTUS GLOBAL, INC.

STATEMENTS OF CASH FLOWS

(Expressed in U.S. Dollars)

(Unaudited)


	For the Six Months Ended October 31,
	2018			2017

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,183,495	)	$	(3,161,961	)
Adjustments for non-cash amounts expensed:
Accretion of loan discounts		851			1,971
Accretion of convertible debt discount		449,909			—
Allowance for receivables		339,554			—
Issuance of common stock for BitReturn (Note 10)		—			1,900,000
Issuance of common shares for services		—			483,333
Loss on settlement of debt		201,500			—
Stock-based compensation		1,875,000			—

Changes in operating assets and liabilities:
Prepaid expenses		140,457			(1,314	)
Accounts payable and accrued liabilities		22,985			36,561
Amount payable for BitReturn		—			350,000

Net Cash Used in Operating Activities		(153,239	)		(391,410	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party, net of repayments		(12,910	)		413,681
Proceeds from issuance of convertible debt, net of debt financing costs		180,000			—
Proceeds from (repayments of) loans payable		(15,000	)		(22,974	)
Proceeds from loan payable to related party		—			—

Net Cash Provided by Financing Activities		152,090			390,707

Net effect of exchange rate changes on cash		897			955

Change in Cash and Cash Equivalents		(252	)		252

Cash and Cash Equivalents, Beginning of Period		252			3

Cash and Cash Equivalents, End of Period	$	—		$	255

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

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

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1. NATURE OF BUSINESS

Black Cactus Global, Inc. was incorporated in the State of Florida on April 8, 2013. The address of the head office is Suite 200, 8275 South Eastern Avenue, Las Vegas, Nevada 89123. The Company’s plan is to develop a technology business in digital currency mining. On December 4, 2017, the Company changed its name from Envoy Group Corp. to “Black Cactus Global, Inc.”.

2. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not generated revenue or cash flow from operations, and only incurred losses since inception. As at October 31, 2018, the Company has a working capital deficiency of $1,241,527 and an accumulated deficit of $9,374,371. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise sufficient financing to acquire or develop a profitable business. The Company intends to finance its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including related party advances and term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

3. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

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

These interim unaudited financial statements have been prepared in accordance with US GAAP for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by US GAAP to complete financial statements. Therefore, these interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2018, included in the Company’s Annual Report on Form 10-K filed with the SEC.

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

The significant accounting policies followed are:

USE OF ESTIMATES

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates related to fair value measurements, allowances for doubtful receivables, stock-based compensation and deferred income tax asset valuation allowance. Actual results could differ from those estimates.

FOREIGN CURRENCY TRANSLATION

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

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FINANCIAL INSTRUMENTS

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

Level 1

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

Level 2

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

Level 3

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

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

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


	Fair Value Measurements Using
	Quoted Prices in	Significant
	Active Markets	Other	Significant
	For Identical	Observable	Unobservable	Balance as of	Balance as of
	Instruments	Inputs	Inputs	October 31,	April 30,
	(Level 1)	(Level 2)	(Level 3)	2018	2018
Assets:
Cash and cash equivalents	$ —	$ —	$ —	$ —	$ 252

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

CASH AND CASH EQUIVALENTS

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

INCOME TAXES

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

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RECENT ACCOUNTING PRONOUNCEMENTS

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

4. FINANCIAL RISK FACTORS

LIQUIDITY RISK

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at October 31, 2018, the Company has a working capital deficiency of $1,241,527 and requires additional funding to meet its current obligations. The Company’s current obligations include accounts payable and accrued liabilities which have contractual maturities of less than 60 days and are subject to normal trade terms, loans payable which are due on demand, and convertible debts which are due on November 27, 2018, December 20, 2018, and June 1, 2019. The ability of the Company to continue to identify and evaluate feasible business opportunities, develop products and generate working capital is dependent on its ability to secure additional equity or debt financing.

FOREIGN EXCHANGE RISK

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

5. EQUIPMENT

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

6. PREPAID EXPENSES AND OTHER ASSETS

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

7. RELATED PARTY TRANSACTIONS AND BALANCES


(a)	During the six months ended October 31, 2018, the Company made payments totaling $339,554 related to expenses overseen by the former CFO, President and Chairman of the Board. The Company has not been provided invoices or other support for these expenses. The Company intends to recover the full amount of $339,554, from the former CFO, President and Chairman of the Board, however ultimate collection is uncertain as at October 31, 2018 and the full amount has been written off as allowance for receivables.

	As at October 30, 2018, the Company has a balance due from related parties, net of allowances for uncollectible receivables, of $Nil (April 30, 2018 - $327,541). The amount is unsecured, non-interest bearing and due on demand.

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

(c)	Certain directors and a relative of a director received a total of $1,875,000 in stock-based compensation upon a transfer of shares on October 30, 2018 as described in Note 13.

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8. LOANS PAYABLE

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


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

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

(c)	On September 30, 2017, the Company entered into a loan agreement for a principal balance of $130,000. The loan was subject to interest at 10% and due on April 30, 2018. On May 24, 2018, the Company issued 2,600,000 shares of common stock to settle the $130,000 of principal and $6,500 of interest owing under the loan agreement (refer to Note 13). The fair value of the shares issued was determined to be $338,000, and as a result, the Company recorded a loss on settlement of debt of $201,500 during the six months ended October 31, 2018.

(d)	On February 14, 2018, the Company entered into a loan agreement for a principal balance of $25,000. The loan bears interest at 10% and is due on February 13, 2019.

9. CONVERTIBLE DEBENTURES


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

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

	The relative fair values of the convertible note, the warrants and the shares were $140,733, $284,751 and $100,832, respectively. The effective conversion price was then determined to be $0.063. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company recognized the relative fair value of the shares issuable of $100,832 and an equivalent discount that reduced the carrying value of the convertible debt to $425,484. The Company then recognized the relative fair value of the warrants of $284,751 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $140,733. The beneficial conversion feature of $54,417, the OID of $26,316 and debt financing costs of $60,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. During the six months ended October 31, 2018, the Company recorded accretion of discount of $293,982 (October 31, 2017 - $nil) increasing the carrying value of the loan to $329,992. As at October 31, 2018, the Company has recorded accrued interest of $23,720 (April 30, 2018 - $10,454).

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

	The relative fair values of the convertible note, the warrants and the shares were $6,208, $118 and $258,674, respectively. The effective conversion price was then determined to be $0.001. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company recognized the relative fair value of the warrants of $258,792, as additional-paid-in capital and an equivalent discount that reduced the carrying value of the convertible debt to $56,998. The beneficial conversion feature of $6,208, the OID of $15,790 and debt financing costs of $35,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. During the six months ended October 31, 2018, the Company recorded accretion of discount of $116,902 increasing the carrying value of the loan to $125,683. As at October 31, 2018, the Company has recorded accrued interest of $9,041 (April 30, 2018 - $1,524).

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

	As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company then recognized the beneficial conversion feature of $144,908 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $65,619. The OID of $10,570 and debt financing costs of $20,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $35,092. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. During the six months ended October 31, 2018, the Company recorded accretion of discount of $39,025 increasing the carrying value of the loan to $74,117. As at October 31, 2018, the Company has recorded accrued interest of $4,444 (April 30, 2018 - $nil).

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

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

10. PRODUCT DEVELOPMENT AND WEBSITE COSTS

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

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11. LICENSE

On November 6, 2017 the Company issued 60,000,000 shares of common stock with a fair value of $6,600,000 pursuant to the terms of an Exclusive Software License Agreement (the “Agreement”) with Black Cactus Holdings, LLC (“Black Cactus LLC”) to acquire an exclusive software license for the Black Cactus blockchain development software platform and related intellectual property (the “Software”) and the Agreement includes a service contract with the CEO of Black Cactus LLC to join the Company as a director and officer. The Company plans to use the Software platform to create a crypto trading exchange to support crypto and fiat currencies, music publishing, distribution, supply chain, medical research and trials. The term of the Agreement will remain in effect in perpetuity. In addition, the Company agreed to pay Black Cactus LLC a royalty in the amount of 5% of the net revenue received from the sublicense of the Software and any revenues generated from the use of the Software including other intellectual property that the Company licensed from Black Cactus LLC pursuant to the terms of the Agreement. On April 25, 2018, the Company and Black Cactus LLC agreed to terminate the Agreement and the 60,000,000 shares of common stock issued pursuant to the agreement were returned to the Company for cancellation.

12. COMMITMENTS


(a)	On July 1, 2017, the Company entered into a Strategic Management and Advisory Agreement for consulting services and investor relations services to be provided over a period of twelve months commencing July 1, 2017. In consideration, the Company will pay a total monthly fee of $3,000 cash and issue a total of 1,000,000 shares of common stock. On July 26, 2017, the Company issued 1,000,000 shares of common stock with a fair value of $260,000, which has been recorded as a prepaid expense and will be amortized over the term of the agreement. During the six months ended October 31, 2018, the Company recognized $43,333 (October 31, 2017 - $86,667) of consulting expense.

(b)	On November 8, 2017, the Company entered into a Financial Advisor Agreement with an unrelated third party for consulting services and investor relations services to be provided over a period of three months commencing November 8, 2017. In consideration, the Company will pay an initial fee of $20,000 cash. In addition, if the Company closes any transactions made with any introduction made by the unrelated third party, the Company shall pay an industry-standard cash fee of 10% on all equity or equity-linked capital invested, which will be recorded as debt financing costs. On November 27, 2017, the Company entered into and closed on a Securities Purchase Agreement (refer to Note 9) whereby the introduction was made by the unrelated third party. During the year ended April 30, 2018, the Company recognized $100,000 of debt financing costs (refer to Note 9) and issued 560,717 warrants exercisable at $0.10 pursuant to the agreement. During the six months ended October 31, 2018, the Company recognized $20,000 of debt financing costs (refer to Note 9).

(c)	On January 4, 2018, the Company entered into an Equity Research Service Agreement for investor relations services to be provided over a period of twelve months commencing January 4, 2018. In consideration, on January 16, 2018, the Company issued 150,000 shares of common stock with a fair value of $57,000, which has been recorded as a prepaid expense and will be amortized over the term of the agreement. During the six months ended October 31, 2018, the Company recognized $28,500 of consulting expense.

(d)	On February 14, 2018, the Company entered into an Employment Agreement with a term of three years. Pursuant to the Employment Agreement, the Company agreed to issue 8,000,000 shares and pay the employee GBP250,000 in exchange for services. On July 9, 2018, the Company and the employee entered into a Settlement and General Release Agreement pursuant to which, the Company was to issue the employee 6,000,000 shares of common stock in exchange for release from the Employment Agreement and the fair value of $420,000 of the shares issuable (refer to Note 13) was expensed in July 2018.

13. STOCK

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

At the time of the amendment, the Company designated 10,000 shares of its authorized but unissued shares of preferred stock as Series A Preferred Stock. The 10,000 Series A Preferred Stock shall have an aggregate voting power of 45% of the combined voting power of the entire Company’s shares, common stock and preferred stock, as long as the Company is in existence. Each holder of the Series A Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the by-laws of the Company, and shall be entitled to vote, together with holders of common stock, with respect to any question upon which holders of common stock have the right to vote. Without the vote or consent of holders of at least a majority of the shares of Series A Preferred Stock then outstanding, the Company may not (i) authorize, create or issue, or increase the authorized number of shares of,

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any class or series of capital stock ranking prior to or on a parity with the Series A Preferred Stock, (ii) authorize, create or issue any class or series of common stock of the Company other than the common stock, (iii) authorize any reclassification of the Series A Preferred Stock, (iv) authorize, create or issue any securities convertible into or exercisable for capital stock prohibited by (i) or (ii), (v) amend this Certificate of Designations or (vi) enter into any merger or reorganization, or disposal of assets involving 20% of the total capitalization of the Company.

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

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

COMMON STOCK

On June 26, 2017, the Company issued 1,400,000 shares of common stock for gross proceeds of $14,000, which was received during the year ended April 30, 2017.

On June 27, 2017, the Company issued 10,000,000 shares of common stock with a fair value of $1,900,000 for BitReturn pursuant to a Definitive Acquisition Agreement (refer to Note 10).

On July 1, 2017, the Company issued 1,000,000 shares of common stock with a fair value of $260,000 for investor relations services pursuant to a Strategic Management and Advisory Agreement (refer to Note 12(a)).

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

On January 16, 2018, the Company issued 3,200,000 shares of common stock pursuant to the Share Purchase Agreement with an unrelated third party. Under the terms of the Agreement, the Company will purchase all the issued ordinary shares of the unrelated third party from its shareholders, thereby acquiring all the intellectual property, research and development, contracts, accounts receivable and licenses owned by the unrelated third party. In exchange, the Company will issue 3,200,000 shares of its common stock to the unrelated third party’s shareholders. The Agreement will not close and the acquisition will not be complete until the Company receives the source code and software to the unrelated third party’s intellectual property for all of the unrelated third party’s programs, platforms and products and these assets have been independently verified. Additionally, if the shares issued to the unrelated third party shareholders do not have an aggregate value of $2,000,000 by January 15, 2019, the unrelated third party shareholders are entitled to have additional shares issued to them so that they hold shares equal to $2,000,000 as of that date. As the Company has not received the source code and software relating to the intellectual property, the Agreement was terminated, and the 3,200,000 common shares were cancelled on May 23, 2018.

On May 24, 2018, the Company issued 2,600,000 shares of common stock to settle the $130,000 of principal and $6,500 owed under the loan agreement (refer to Note 8(c)).

On July 9, 2018, the Company entered into a Settlement and General Release Agreement pursuant to which the Company would issue an employee 6,000,000 shares of common stock in exchange for release from the Employment Agreement (refer to Note 12(d)). The fair value of the shares on the date of settlement of $420,000 is presented as of October 31, 2018 as shares issuable because the shares have not been issued to date.

On April 27, 2018, the Company issued an aggregate of 50,000,000 shares of common stock in certificated form to three directors and a relative of one of the directors. These four certificates were maintained in the possession of the Company and/or its transfer agent until October 30, 2018, on which date all 50,000,000 shares were transferred into book entry form registered in the name of the four individuals. The Company’s financial statements prior to October 30, 2018, reflected the 50,000,000 shares as treasury shares. Upon the transfer of such shares of common stock into book entry form, on October 30, 2018, the shares became issued and outstanding shares of the Company and are no longer reflected as treasury shares in the Company’s financial statements. Based upon the quoted market price, the total value of the shares was $1,875,000 on the date of the transfer which was recorded as a stock-based compensation expense on October 30, 2018 as no assets were received by the Company in exchange for the shares.

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As at October 31, 2018, there are 166,073,296 shares of common stock issued and outstanding.

PREFERRED STOCK - SERIES A

As at October 31, 2018, there are no issued and outstanding Series A Preferred Stock.

14. SHARE PURCHASE WARRANTS

The following table summarizes the continuity of share purchase warrants:

As at October 31, 2018, the following share purchase warrants were outstanding:


Number of warrants	Exercise price $	Expiry date

7,894,737	0.021*	May 27, 2022
560,717	0.10	March 29, 2023
85,000,000	0.10	April 5, 2023
93,455,454

__________

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

The weighted average remaining life of the warrants outstanding as at October 31, 2018 is 4.36 years.

15. SUBSEQUENT EVENTS

During November 2019, the Company entered into an Assignment Agreement with CMBC Limited to acquire the assignment of a non-exclusive software license (“License”) for Software from Benchmark. As consideration for the assignment of the License, CMBC will be paid $250,000 directly from Bellridge on behalf of the Company as part of the increased line of credit of $5,000,000.

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

The following discussion and analysis of our financial condition and results of operations for the three and six months ended October 31, 2018 should be read together with our unaudited financial statements and related notes included elsewhere in this quarterly report. This discussion contains forward-looking statements and information relating to our business that reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These forward-looking statements speak only as of the date of this report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform these statements to actual results.

Company Overview

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

The address of the head office is Suite 200, 8275 South Eastern Avenue, Las Vegas, Nevada 89123. On December 4, 2017, the Company changed its name to “Black Cactus Global, Inc.” with a plan to engage in the development of commercial Blockchain technology and Smart Contract software applications for healthcare, Fintech, logistics and energy solutions worldwide.

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

During the quarterly period ended October 31, 2018, we were an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “Jobs Act”). A company continues to be deemed an “emerging growth company” until the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under the Securities Act of 1933. Our first sale of common equity pursuant to an effective registration statement was during the three months ended October 31, 2013, and last day of the fiscal year of the fifth anniversary of the date of the first sale of our common equity securities was April 30, 2019. As a result, after April 30, 2019, we were no longer an “emerging growth company”.

Critical Accounting Policies

As of October 31, 2018, there were no critical accounting policies. See the footnotes to our unaudited financial statements, included elsewhere in this quarterly report on Form 10-Q, for a complete summary of the significant accounting policies used in the presentation of our financial statements. The summary is presented to assist the reader in understanding the financial statements. The accounting policies used conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Concentrations, Risks, and Uncertainties

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

Recently Issued Accounting Standards

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

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Results of Operations

The following discussion of the Company’s financial condition and the results of operations should be read in conjunction with the unaudited financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q.

There is no historical financial information about us upon which to base an evaluation of our performance. We had net loss of $2,486,407 and $442,014 for the three months ended October 31, 2018 and 2017, respectively and $3,183,495 and $3,161,961 for the six months ended October 31, 2018 and 2017, respectively.

We did not generate any revenues from our operations for the three months ended October 31, 2018 or 2017 or for the six months ended October 31, 2018 or 2017. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies.

During the three months ended October 31, 2018 and 2017, we had operating expenses of $1,795,168 and $442,014, respectively. The increase in operating expenses is primarily due to the recognition of stock-based compensation expense to certain directors and a relative of a director of $1,875,000, which was offset by decreases in product development and website costs ($93,476) and consulting fees ($307,551).

During the six months ended October 31, 2018 and 2017, we had operating expenses of $2,158,569 and $3,161,961, respectively. The increase in operating expenses is primarily due to the recognition of stock-based compensation expense to certain directors and a relative of a director of $1,875,000 which was offset by decreases in product development and website costs ($2,348,663) and consulting fees ($625,815).

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

Our results of operations are summarized below:


	For the Three Months Ended October 31, 2018			For the Three Months Ended October 31, 2017
Revenue		—			—
Cost of Revenue		—			—
Net Loss (Income) and Comprehensive (Loss) Income	$	(2,486,407	)	$	(442,014	)
Net Loss (Income) per Common Share, Basic and Diluted		(0.02	)		(0.00	)
Weighted Average Number of Common Shares Outstanding, Basic and Diluted		116,616,774			97,900,000


	For the Six Months Ended October 31, 2018			For the Six Months Ended October 31, 2017
Revenue		—			—
Cost of Revenue		—			—
Net Loss (Income) and Comprehensive (Loss) Income	$	(3,183,495	)	$	(3,161,961	)
Net Loss (Income) per Common Share, Basic and Diluted		(0.03	)		(0.03	)
Weighted Average Number of Common Shares Outstanding, Basic and Diluted		116,005,905			93,762,465

Management’s Plan of Operation

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

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As of October 31, 2018, we had not yet had any revenues from our services in the digital currency mining field.

Liquidity and Capital Resources

As of October 31, 2018, we had not generated any revenues from our business operations. As at October 31, 2018, there were 166,073,296 shares of common stock issued and outstanding. Total cash proceeds received from common share issuance since inception to October 31, 2018 is $90,500.

As of October 31, 2018, we had no cash on hand compared to $255 as of October 31, 2017. Our cash was not sufficient to meet the obligations associated with being a company that is fully reporting with the SEC. We believe we will require additional financing in the form of share issuance proceeds or advances from our directors.

Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status, we believe that we may be able to issue notes payable or debt instruments in order to start executing our business plan. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital.

During the six months ended October 31, 2018 and 2017, we had operating expenses of $2,158,569 and $3,161,961, respectively. Historically, we have relied on loans to fund general and administrative operating expenses. As of October 31, 2018, we had a working capital deficiency of $1,241,527.

As of October 31, 2018, the Company had no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

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

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation under a guarantee contract that has any of the characteristics identified in FASB ASC paragraph 460-10-15-4 (Guarantees Topic), as may be modified or supplemented, and that is not excluded from the initial recognition and measurement provisions of FASB ASC paragraphs 460-10-15-7, 460-10-25-1, and 460-10-30-1; (ii) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets; (iii) any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, except that it is both indexed to the registrant’s own stock and classified in stockholders’ equity in the registrant’s statement of financial position, and therefore excluded from the scope of FASB ASC Topic 815, Derivatives and Hedging, pursuant to FASB ASC subparagraph 815-10-15-74(a), as may be modified or supplemented; or (iv) any obligation, including a contingent obligation, arising out of a variable interest (as defined in the FASB ASC Master Glossary), as may be modified or supplemented) in an unconsolidated entity that is held by, and material to, the registrant, where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with, the registrant.

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Subsequent Events

On August 24, 2019, the Company entered into a Software License Agreement (“License Agreement”) with Charteris, Mackie, Baillie & Cummins Limited (“CMBC Limited”) to acquire a non-exclusive license for Black Cactus blockchain development software platform and related intellectual property (“Software”) which are licensed to CMBC Limited from Black Cactus LLC. As consideration, the Company shall pay CMBC Limited a royalty in the amount of five percent (5%) of the gross revenue received from the sublicense of the Software (“royalty”), due on a quarterly basis, and issue or assign an equivalent number of common shares to CMBC Limited that will represent 60% of the then issued shares of the Company. In addition, the Company will issue an option for CMBC Limited to acquire additional shares at par value ($0.0001) per share up to 60% of any shares issued under the existing Securities Purchase Agreements with Bellridge. The closing of the License Agreement is subject to, among certain other conditions: (1) the Company obtaining a written agreement with Bellridge to increase its line of credit from $1,500,000 to $5,000,000; (2) the resignation of all the directors of the Company serving on the Board, during the quarterly period ended July 31, 2019, which was satisfied by the resignation of all of such directors on September 13, 2019, and the appointment of Lawrence P. Cummins, Karyn Augustinus and three non-executive independent Directors nominated by CMBC Limited; (3) the resignation of all the officers of the Company serving, during the quarterly period ended July 31, 2019, which was satisfied by the resignation of all of such officers on September 13, 2019, and the appointment of Lawrence P. Cummins as its President (after undertaking a review of the future plans of the Company, the Board of Directors will appoint a Chief Executive Officer); (4) proof satisfactory to CMBC Limited that fair resolutions have been entered into with certain persons, including Harpreet Sangha, the former Chairman of the Board and Chief Financial Officer of the Company, along with his family and known associates for the cancellation of the shares of the Company currently owned by them; (5) CMBC Limited is satisfied with the possibility of lifting the Cease Trade Order issued by the British Columbia Securities Commission May 6, 2016, to the Company, ordering all persons to cease trading in the Company’s securities until the Company files the required records completed in accordance with the Securities Act, R.S.B.C. 1996 and the Executive Director revokes the Order; (6) the cancellation of $350,000 amount allegedly outstanding under the terms of the Definitive Acquisition Agreement, dated as of June 18, 2017, between the Company and the selling shareholders of BitReturn.ca; (7) repayment by the majority shareholder of the Company of $169,729 owed by such shareholder to the Company; and (8) the Company’s becoming current in its periodic filing with the SEC.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

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

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PART II. OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

On October 30, 2018, an aggregate of 50,000,000 shares of our common stock, which were issued in certificated form on April 27, 2018, in the amounts of 12,500,000 each to our directors Dr. Pruthvinath Kancherla, Dr. Ravindranath Kancherla Dr. Ramesh Para, and to Sai Krishna Para, the nephew of Dr. Ramesh Para, were transferred into book entry form. These shares of common stock were issued to them in consideration for their services to be performed, in connection with our proposed acquisition of 29% of the outstanding common stock of Black Cactus Global Technologies Pvt. Limited (“BCGT”), a corporation organized under the laws of India, the CEO of which is Dr. Ramesh Para, the CEO of the Company, and were to be cancelled if the acquisition was not consummated. On October 24, 2018, we received notice from the applicable regulators, in India, that they would not approve our acquisition of the shares of common stock of BCGT. As a result, the transaction was never consummated. The 50,000,000 shares of our common stock issued to our three directors and Sai Krishna Para were to be cancelled as a result of the failure to consummate the acquisition of the shares of common stock of BCGT, but such shares have not yet been cancelled and continue to be issued and outstanding shares of common stock of the Company.

ITEM 6. EXHIBITS


Exhibit		Description

10.1 *		Software License Agreement, dated August 24, 2019, between Charteris, Mackie, Baillie & Cummins Limited and Black Cactus Global, Inc.
10.2 *		Assignment Agreement, dated November 15, 2019, between Charteris, Mackie, Ballie & Cummins Limited and Black Cactus Global, Inc.
31.1 *		Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *		Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 *		Certification of CEO pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 *		Certification of CFO pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**		XBRL Instance
101.SCH**		XBRL Taxonomy Extension Schema
101.CAL**		XBRL Taxonomy Extension Calculation
101.DEF**		XBRL Taxonomy Extension Definition
101.LAB**		XBRL Taxonomy Extension Labels
101.PRE**		XBRL Taxonomy Extension Presentation

__________

* filed herewith

** to be submitted by amendment

- 21 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	BLACK CACTUS GLOBAL, INC.

Date: June 29, 2020	By: /s/ Jeremy Towning
	Jeremy Towning
	Chief Executive Officer and Chief Financial Officer (Duly Authorized Officer and Principal Executive Officer and Principal Financial Officer)

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EXHIBIT 10.1

SOFTWARE LICENSE AGREEMENT

THIS NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT (this “Agreement”) is entered into as of 24^th August 2019, by and between Charteris, Mackie, Baillie & Cummins Limited, a company incorporated under the laws of England and Wales (“Licensor”) and Black Cactus Global, Inc, a company incorporated in the State of Nevada, United States of America (“Licensee”) and Licensor and Licensee may hereinafter be referred to individually as a “Party” and collectively as, the “Parties.”

RECITALS

WHEREAS, Licensor is the exclusive licensee, and has rights in and to, certain proprietary Software, Know-How, and Copyrights as set forth on Schedule A hereto (collectively, the “Sublicensed Materials”) which Licensor licensed from Black Cactus Holdings LLC.

WHEREAS, Licensee wishes to acquire a non-exclusive license from Licensor for the Sublicensed Materials; and

WHEREAS, Licensor is willing to grant Licensee a non-exclusive, worldwide license, and Licensee desires to obtain a non-exclusive license, to the Sublicensed Materials on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

DEFINITIONS. In addition to the definitions set forth above, the capitalized terms set forth below shall be defined as follows:

“Copyrights” means all registered and unregistered materials, works of authorship and similar materials relating to the Software belonging to Licensor.

“Derivative Work” means any discrete modification to the Sublicensed Materials made by Licensee pursuant to this agreement and any modified, altered, enhanced or adapted version of the Sublicensed Materials, or derivative work thereof (as that term is defined under US copyright law) based on the Sublicensed Materials.

“Know-How” means all information and know-how, including, but not limited to, technical, and other information, practices, techniques, methods, processes, inventions, developments, specifications, coding, algorithms, trade secrets and similar information Licensor currently maintains.

“Material Adverse Effect” means, with respect to any Party any event, circumstance, development, state of facts, occurrence, change or effect that is materially adverse to the business, assets, results of operations or condition (financial or otherwise) of such Party taken as a whole.

“Software” means the computer software program(s) in machine-readable form, including as applicable, all of its source code, input/output formats, headers, program listings, associated data and internal databases, graphical elements, narrative descriptions and operating instructions, and all related tangible media.

“Trademarks” means all registered and unregistered names, trademarks, service marks, trade dress, logos, insignias, domain names, symbols, slogans, and combinations thereof relating to the Software belonging to Licensor.

“Transaction Documents” means this Agreement and all other agreements, instruments and documents required to be delivered by the Parties to complete the transaction contemplated thereby.

2. LICENSE GRANT; TERM; TERMINATION; OWNERSHIP.

2.1 License Grants.

Subject to the terms and conditions of this Agreement, at the Closing, as defined herein, Licensor shall grant to Licensee, under all of Licensor’s intellectual property rights in and to the Sublicensed Materials, a non-exclusive, worldwide, non-transferable, license to use, sublicense, modify and create Derivative Works using the Sublicensed Materials (the “License Grant”).

2.2 Term. Subject to the terms and conditions of this Agreement, the License Grant shall have a continuous Term from the date of this Agreement (the “Term”).

2.3 Ownership. During the Term, Licensor shall retain all right, title and interest, including all intellectual property rights, in and to the Sublicensed Materials. Licensee shall own all right, title and interest in any Derivative Works to the Sublicensed Materials made by Licensee, subject to Licensor’s ownership of the underlying Sublicensed Materials and the restrictions on use of the Sublicensed Materials contained herein.

2.5 Reservation of Rights. All rights not expressly granted by Licensor hereunder are reserved to Licensor. Without limiting the generality of the foregoing, Licensor and Licensee expressly acknowledge that nothing contained herein shall be construed or interpreted as a grant, by implication or otherwise, of any licenses other than the licenses specified in Section 2.1.

3. CONSIDERATION FOR LICENSE GRANT; ADEQUACY OF CONSIDERATION.

3.1 Term Payment. Subject to the terms and conditions of this Agreement, as consideration for Licensor providing Licensee with the License Grant for the Term, Licensee shall pay Licensor a fee (the “License Fee”) consisting of:


	(a)	A royalty in the amount of five percent (5%) (the “Royalty”) of the gross revenue received from the sublicense of the Software and any revenues generated from the use of the Sublicensed Materials for the term of this Agreement, less (i) applicable sales and use taxes (but in no event to include income or franchise taxes), (ii) any export duties, shipping, freight and handling charges paid by Licensee and reimbursed by customers, (iii) any trade and quantity discounts actually taken, and (iv) any credits for sales previously recorded but cancelled or refunded to a customer (“Net Revenues”). Licensee shall pay Licensor the Royalty due on a quarterly basis for each fiscal quarter during the term of this Agreement commencing three (3) months after the Licensee releases a “go live” version of the Software that utilizes the Sublicensed Material (the “Go Live Date”). The quarterly Royalty payment will be due on or before the thirtieth (30th) day after the last day of the fiscal quarter for which the Royalty payment is calculated;

- 2 -


	(b)	The Licensee will be responsible for all third party licensing fees for services that are attached to the Licensee or its sub-licensee’s platform or platforms. These fees will be invoiced to Licensee and will be due and payable thirty (30) days after the date of the invoice.

	(c)	The issuance by the Licensee to the Licensor or its designated assigns of an equivalent number of common shares that will represent sixty (60) per cent of the then issued share capital of structure of the Licensee. For clarity, this will be after the Twenty for one 20:1 rollback of the share capital of the Licensee. The shares to be issued can be either from Treasury or from those. shares that are to be returned to the Licensee by Harpreet Sangha and his associates.

	(d)	The issuance by the Licensee to the Licensor of options to acquire common shares of the Licencee at par value ($0.0001) each, such options to equate to sixty (60) per cent of any Warrants exercised under the Senior Secured Convertible Promissory Notes issued to Bellridge Capital LP. For clarity, should one thousand (1,000) Warrants be exercised then the Licensor will have the right to exercise options to acquire six hundred (600) common shares of the Licensee.

3.2 Adequacy of Consideration. The Parties hereby agree that License Fee represents adequate consideration and that no additional consideration shall be paid by Licensee to Licensor for the Sublicensed Materials.

4. CLOSING.

4.1 Closing. Subject to satisfaction of the conditions in Section 5, the closing of the granting of the License Grant for the Term under this Agreement (the “Closing”) shall occur at a place mutually acceptable to Licensor and Licensee on 31’ August 2019, or such other date that is mutually acceptable to Licensor and Licensee (the “Closing Date”). All transactions which are to take place at the Closing shall be considered to have taken place simultaneously, and no delivery or payment shall be considered to have been made until all the transactions have been completed.

5. CONDITIONS TO CLOSING.

5.1 Conditions to Each Party’s Obligation to Complete the Closing. The respective obligations of the Parties to complete the Closing are subject to the waiver by both Licensor and Licensee or the satisfaction, on or prior to the Closing Date, of the following conditions:


	(a)	The resignation of all the current Board of Directors of the Licensee and the appointment of Lawrence P. Cummins, Karyn Augustinus and three non-executive independent Directors nominated by the Licensor.

	(b)	The resignation of all the current Officers of the Licensee and the appointment of Lawrence P. Cummins as its President. After undertaking a review of the future plans of the Licensee, the Board of Directors will appoint a Chief Executive Officer.

	(c)	Proof satisfactory to the Licensor that a fair resolution in writing has been entered into with Mr. Jeremy Sparrow.

	(d)	Proof satisfactory to the Licensor that a fair resolution in writing has been entered into with Mr. Anders Forsberg.

	(e)	Proof satisfactory to the Licensor that a fair resolution in writing has been entered into

- 3 -


		with Mr. Harpreet Sangha, his family and his known associates for the cancellation of the shares of the Licensee currently owned by them.

	(f)	The Licensor in its sole discretion is satisfied with the possibility of lifting the Cease Trade Order issued by the British Columbia Securities Commission against the shares of the Licensee.

	(g)	Arrangements satisfactory to the Licensor have been concluded with BitReturn for the removal of the United States Dollars Three Hundred and Fifty Thousand (US$350,000.00) amount outstanding under the terms of the Definitive Acquisition Agreement between BLGI (as Envoy Group Corp) and BitReturn.

	(h)	Proof satisfactory to the Licensor that arrangements have been made with the majority shareholder of BLGI for repayment of the United States Dollars One Hundred and Sixty Nine Thousand Seven Hundred and Twenty Nine (US$169,729.00) owed to the Company.

	(i)	Proof satisfactory to the Licensor that the necessary steps have commenced to bring all the Licensee’s filing with the appropriate Regulatory Authority up to date.

	(j)	The Licensee has a written agreement with Bellridge Capital LP to provide a Line of Credit of up to United States Dollars Five Million (US$5,000,000.00) on terms that are acceptable to the Licensor and Bellridge Capital LP has advanced United States Dollars Two Hundred and Fifty Thousand ($US$250,000.00) of this financing to the Licensor on behalf of the Licensee.

	(k)	The Licensor has completed an assignment of the Software License Agreement with Benchmark Advisors (Bahamas) Limited dated 20^th February 2019.

	(1)	Representations and Warranties. The representations and warranties of each of Licensor and Licensee set forth below shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of such dates (except to the extent any such representation or warranty is made as of a specified date, which such representation or warranty shall be true and correct in all respects as of such specified date).

6. REPRESENTATIONS AND WARRANITES OF LICENSOR.

Licensor hereby represents and warrants to Licensee as follows:

6.1 Organization and Qualification. Licensor is duly organized, validly existing and in good standing under the laws of England and Wales and has the requisite corporate power and authority to carry on its business as it is now being conducted.

6.2 Ownership of Sublicensed Materials. Licensor has good and marketable license to the Sublicensed Materials, free and clear of any and all mortgages, liens, encumbrances, pledges and security interests except as provided for in the license agreement between Licensor and Black Cactus Holdings LLC.

6.3 Brokers and Finders. Licensor has not incurred or taken any action that may give rise to any liability for brokerage fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement.

6.4 Noncontravention. Neither the execution and delivery of this Agreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will (i) violate any constitution, statute, regulation, rule to which Licensor is subject or, to the knowledge of Licensor, any injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Licensor is subject, or (ii) conflict with,

- 4 -

result in a breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, license, instrument, or other arrangement to which Licensor is a party or by which he is bound or to which any of the Sublicensed Materials is subject (or result in the imposition of any security interest upon any of the Sublicensed Materials).

6.5 No Litigation. (a) There are no actions, suits, proceedings, hearings, investigations, charges, complaints, claims or demands of any kind pending or, to the best of the Licensor’s knowledge, threatened relating to or involving the Sublicensed Materials; (b) there are no injunctions, judgments, orders or decrees of any kind which are outstanding against the Sublicensed Materials; and (c) the Licensor is not charged or, to the best of Licensor’s knowledge, threatened with, or under investigation with respect to, any alleged violation of any provision of any law (including rules, regulations and codes) relating to or involving the Sublicensed Materials.

6.6 Investment Representations. Information. The Licensor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of Licensee which have been requested by Licensor or its advisors. The Licensor and its advisors, if any, have been afforded the opportunity to ask questions of Licensee. Notwithstanding the foregoing, Licensee has not disclosed to Licensor any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to Licensor. The Licensor is not aware of any facts that may constitute a breach of any of Licensee’s representations and warranties made herein.

6.7 Licensor is (a) the exclusive licensee of the Sublicensed Materials, (b) has full power and authority to enter into this Agreement, and to perform all obligations hereunder, (c) has not granted any entity other than the Licensee any right to use the Sublicensed Materials, (d) the use of the Sublicensed Materials do not infringe upon or violate any third party’s intellectual property rights and (e) Licensor may grant the license of the Sublicensed Materials to License pursuant to this Agreement.

7. REPRESENTATIONS AND WARRANITES OF LICENSEE.

Licensee hereby represents and warrants to Licensor as follows:

7.1 Organization and Qualification. Licensee is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has the requisite corporate power and authority to carry on its business as it is now being conducted.

7.2 Authority. Licensee has all requisite corporate power and authority to execute and deliver this Agreement and to perform each of its respective obligations under this Agreement (and under all documents required to be executed and delivered and actions to be performed by Licensee pursuant hereto). The execution, delivery and performance of this Agreement and the agreement contemplated hereby and the transaction contemplated hereby and thereby has been duly and validly authorized by corporate action on the part of Licensee.

7.3 Enforceability. This Agreement constitutes a valid and binding agreement of Licensee enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application with respect to creditors, (ii) general principles of equity and (iii) the power of a court to deny enforcement of remedies generally based upon public policy.

- 5 -

7.4 No Conflict or Violation. Neither the execution and delivery of this Agreement nor the consummation of the transaction and performance of the terms and conditions contemplated hereby by Licensee will (i) conflict with or result in a violation or breach of or default under any provision of the articles of incorporation, by-laws, or other similar governing documents of Licensee or any material agreement, indenture or other instrument under which Licensee is bound, or (ii) violate or conflict with any Law applicable to Licensee or the Sublicensed Materials.

8. NO WARRANTY.

8.1 THE LICENSED MATERIALS ARE OFFERED “AS IS,” AND LICENSOR GRANTS AND LICENSEE RECEIVES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY STATUTE, COMMUNICATION OR CONDUCT WITH LICENSEE, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR NONINFRINGEMENT CONCERNING THE LICENSED MATERIALS OR ANY UPGRADES TO OR DOCUMENTATION FOR THE SOFTWARE. WITHOUT LIMITATION OF THE ABOVE, LICENSOR GRANTS NO WARRANTY THAT, TO THE EXTENT APPLICABLE, THE LICENSED MATERIAL IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION, AND GRANTS NO WARRANTY REGARDING ITS USE OR THE RESULTS THEREFROM INCLUDING, WITHOUT LIMITATION, ITS CORRECTNESS, ACCURACY OR RELIABILITY.

9. MISCELLANEOUS.

9.1 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

9.2 Governing Law; Jurisdiction; Venue. THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW RULES THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

9.3 Arbitration; Waiver of Trial. Licensor and Licensee hereby agree that any dispute shall be submitted to final and binding arbitration and that the Parties shall not be entitled to a trial by jury.

9.4 Entire Agreement. This Agreement and any Appendices, Schedules and Exhibits hereto contain the entire agreement between the Parties with respect to the subject matter hereof and there are no agreements, understandings, representations or warranties, either written or oral, between the Parties other than those set forth or referred to herein.

9.5 Payment of Expenses. Whether or not the transactions contemplated by this Agreement are consummated and, except as otherwise may be expressly provided herein, each party shall pay its own fees, expenses and disbursements and those of its respective agents, representatives, consultants, accountants and counsel incurred in connection with this Agreement and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by such party under this Agreement.

- 6 -

9.6 Notices. Unless otherwise expressly provided in this Agreement, all notices required or permitted hereunder shall be in writing and deemed sufficiently given for all purposes hereof if (a) delivered in person, by courier or by registered or certified Mail to the Person to be notified, with receipt obtained, or (b) sent by telecopy, telefax or other facsimile or electronic transmission, with “answer back” or other “advice of receipt” obtained, in each case to the appropriate address or number as set forth below. Each notice shall be deemed effective on receipt by the addressee as aforesaid; provided that, notice received by telex, telecopy, telefax or other facsimile or electronic transmission after 5:00 p.m. at the location of the addressee of such notice shall be deemed received on the first Business Day following the date of such electronic receipt.

Notices to Licensor shall be addressed as follows:

Charteris, Mackie, Baillie & Cummins Limited

The Coach House

Stoke Park

Stoke Bruerne, Towcester

Northamptonshire NN12 7RZ

Attention:

Email:

or at such other address or to such other telecopy, telefax or other facsimile or electronic transmission number and to the attention of such other person as Licensor may designate by written notice to Licensee.

Notices to Licensee shall be addressed to:

Black Cactus Global, Inc

8275 S. Eastern Avenue

Las Vegas

Nevada 89123

Attention:

Email:

or at such other address or to such other telecopy, telefax or other facsimile or electronic transmission number and to the attention of such other person as Licensee may designate by written notice to Licensor.

9.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided, however, that the respective rights and obligations of the Parties shall not be assignable or by any Party without the express written consent of the non-assigning or non-delegating Party, such consent shall not unreasonably be withheld.

9.8 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the Party against whom enforcement of any such modification or amendment is sought which instrument and expressly identified as a modification or amendment. Any Party may, only by an instrument in writing and expressly identified as a waiver, waive compliance by another Party with any term or provision of this Agreement on the part of such other Party to be performed or complied with. The waiver by any Party hereto of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.

- 7 -

9.9 Appendices, Schedules and Exhibits. All Appendices, Schedules and Exhibits hereto which are referred to herein are hereby made a part of this Agreement and incorporated herein by such reference.

9.10 Interpretation. It is expressly agreed that this Agreement shall not be construed against any Party, and no consideration shall be given or presumption made, on the basis of who drafted this Agreement or any particular provision hereof or who supplied the form of Agreement. Each Party agrees that this Agreement has been purposefully drawn and correctly reflects its understanding of the transaction that this Agreement contemplates. In construing this Agreement:


	(a)	examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

	(b)	the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions;

	(c)	a defined term has its defined meaning throughout this Agreement and each Appendix, Exhibit and Schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;

	(d)	each Exhibit and Schedule to this Agreement is a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any Exhibit or Schedule, the provisions of the main body of this Agreement shall prevail;

	(e)	the term “cost” includes expense and the term “expense” includes cost;

	(f)	the headings and titles herein are for convenience only and shall have no significance in the interpretation hereof; and

	(g)	“include” and “including” shall mean include or including without limiting the generality of the description of the preceding term.

9.11 Agreement for the Parties’ Benefit Only. This Agreement is for the sole benefit of Licensor, Licensee and their respective successors and assigns as permitted herein and no third party shall be entitled to enforce this Agreement, rely on any representation, warranty, covenant or agreement contained herein, receive any rights hereunder or be a third party beneficiary of this Agreement.

9.12 Severability. If any term, provision or condition of this Agreement, or any application thereof, is held invalid, illegal or unenforceable in any respect under any laws of England and Wales (the “Law”), this Agreement shall be reformed to the extent necessary to conform, in each case consistent with the intention of the Parties, to such Law, and to the extent such term, provision or condition cannot be so reformed, then such term, provision or condition (or such invalid, illegal or unenforceable application thereof) shall be deemed deleted from (or prohibited under) this Agreement, as the case may be, and the validity, legality and enforceability of the remaining terms, provisions and conditions contained herein (and any other application such term, provision or condition) shall not in any way be affected or impaired thereby. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

- 8 -

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
written above.

Licensor

By: _______________________

Name: _____________________

Title: ______________________

Licensee

By: _______________________

Name: _____________________

Title: ______________________

Agreed and Accepted

Bellridge Capital LP

Name:____________________________________________________________________

Title:_____________________________________________________________________

SCHEDULE A

SUBLICENSED MATERIALS

Black Cactus Blockchain Development Platform that can be utilized to build a trading exchange supporting crypto and fiat currencies, music publishing, book publishing, distribution, supply chain, medical research and trials,

Trandingroo,

Musicroo,

Movieroo,

Bokroo,

- 9 -


	(a)	The resignation of all the current Board of Directors of the Assignee and the appointment of Lawrence P. Cummins and three non-executive independent Directors nominated by the Assignor

	(b)	The resignation of all the current Officers of the Assignee and the appointment of Laurence P. Cummins as its President. After undertaking a review of the future plans of the Assignee, the Board of Directors will appoint a Chief Executive Officer.

	(c)	Proof satisfactory to the Assignor that a fair resolution in writing has been entered into with Mr. Harpreet Sangha, his family and his known associates for the cancellation of the shares of the Assignee currently owned by them.


	(d)	The Assignor in its sole discretion is satisfied with the possibility of lifting the Cease Trade Order issued by the British Columbia Securities Commission against the shares of the Assignee.

	(e)	Proof satisfactory to the Assignor that the necessary steps have commenced to bring all the Assignee’s filing with the appropriate Regulatory Authority up to data.

	(f)	The Assignee has a written sweetness with Bellridge Capital LP to provides Line of Credit of up to United States Dollars Five Million (US$5,000,000.00) on terms that are acceptable to the Assignor and Bellridge Capital LP has advanced United States Dollars Two Hundred and Fifty Thousand (US$250,000.00) of this financing to the Assignor on behalf of the Assignee.

	(g)	The Assignor has completed an assignment of the Software License Agreement with Benchmark Advisors (Bahamas) Limited dated 20” February 2019

	(h)	Representations and Warranties. The representations and warranties of each of Assignor and Assignee set forth below shall be true and coma in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of such dates (except to the extent any such representation or warranty is made as of a specified date, which such representation or warranty shall be true and correct in all respects as of such specified date).

	1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended October 31, 2018 of Black Cactus Global, Inc.;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Jeremy Towning
	Jeremy Towning
	Chief Executive Officer
	(Principal Executive Officer)

	/s/ Jeremy Towning
	Jeremy Towning
	Chief Financial Officer
	(Principal Financial Officer)

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: June 29, 2020	/s/ Jeremy Towning
	Jeremy Towning
	Chief Executive Officer
	(Principal Executive Officer)