The following discussion should be read in conjunction with our condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and related notes thereto in our Annual Report on Form 10-K for the year ended April 30, 2021.

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





HISTORY AND BACKGROUND



We were incorporated in the State of Nevada on December 30, 2010, originally under the name Lifetech Industries, Inc. All agreements related to the Lifetech business were terminated and closed as of April 30, 2014. Effective August 2, 2013, the name was changed from "Lifetech Industries, Inc." to "mCig, Inc." The Company redomiciled to Puerto Rico on April 17, 2020. Effective April 17, 2020, the name was changed from "MCIG, Inc.," to "BOTS, Inc." The Company's common stock is traded under the symbol "BOTS." The Company is headquartered in San Juan, Puerto Rico.





GENERAL


Originally, we were formed to open and operate a full-service day spa in Montrose, California. In October 2013 we repositioned ourselves as a technology company focused on two long-term secular trends sweeping the globe: (1) The decriminalization and legalization of marijuana for medicinal or recreational purposes; and (2) the adoption of electronic vaporizing cigarettes (commonly known as "eCigs").

The Company initially earned revenue through wholesale and retail sales of electronic cigarettes, vaporizers, and accessories in the United States. It offered electronic cigarettes and related products through its online store at www.BOTS.org, as well as through the company's wholesale, distributor, and retail programs. We expanded operations to include the VitaCig brand in 2014.

From 2015 through 2020 the Company was involved in multiple cannabis business entities. We have elected to discontinue all operations in the cannabis markets and focus on robotics.

We operated multiple websites (which are not incorporated as part of this Form 10Q report). The Company's primary website is www.BOTS.bz.






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INDUSTRY OVERVIEW



Robotics


The global robotics technology market size was valued at $62.75 billion in 2019, and is projected to reach $189.36 billion by 2027, growing at a CAGR of 13.5% from 2020 to 2027. Robotics technology is the intersection of technology, engineering, and science for producing machines called robots, which are used to replicate human actions. The key objective of the robotics technology is to enhance the performance of an organization and to produce better outcome. Robotics technology finds its wide range of applications in various industry verticals, which include healthcare, domestic, agriculture, technology, automotive, and manufacturing.

We believe that in the wake of COVID-19, demand for robotics is expected to increase among several industries such as supply chain, manufacturing, and healthcare, due to growing adoption of robots in place of humans to reduce the impact of the virus and to enhance market share.

Rise in need for automation and safety in organizations and availability of affordable, energy-efficient robots drive the growth of the global robotics market. In addition, increase in labor & energy costs and upsurge in usage of robotics technology in different industry verticals fuel the growth of the market. However, high initial cost of robots and lack of awareness among SMEs hamper the growth of the market. On the contrary, surge in adoption of robotics technology in emerging economies and increase in use in diverse applications are the factors expected to provide lucrative opportunities for the growth of the market.

Earlier, use of robots was limited to the automotive and manufacturing sectors. However, with the availability of customized solutions, industries such as healthcare, defense & security, aerospace, education, food & beverage, domestic, and electronics are adopting robotics technology to enhance their efficiency. In the coming years, robotics technology is expected to be used for different applications, which is expected to augment the growth of the market.





Blockchain and Digital Data


A Blockchain is a decentralized and distributed digital ledger that is used to record transactions across many computers so that the record cannot be altered retroactively without the alteration of all subsequent blocks and the collusion of the network. The blockchain system has been designed to use nodes agreement to order transactions and prevent fraud so that records cannot be altered retroactively. The network orders transaction by putting them together into groups called blocks, each block contains a definite amount of transactions and a link to the previous block. Bitcoin, which is the name of the best-known cryptocurrency, is the one for which blockchain technology was invented. Blockchain is, quite simply, a digital, decentralized ledger that keeps a record of all transactions that take place across a peer-to-peer network.

Bitcoins are not the only type of Digital Assets founded on math-based algorithms and cryptographic security, although it is considered the most prominent as of the date of the filing of this Registration Statement. Over 2,000 other Digital Assets, (commonly referred to as "altcoins", "tokens", "protocol tokens", or "digital assets"), have been developed since the Bitcoin Network's inception, including Ethereum, Ripple, Litecoin, Dash, and HEX.

Cryptocurrencies

Cryptocurrency is an encrypted decentralized digital currency transferred between peers and confirmed in a public ledger via a process known as mining. As of January 31, 2020, there are over 2,000 digital currencies in existence.






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Blockchain Value

Cryptocurrencies are Digital Asset that is not a fiat currency (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization) and is not backed by hard assets or other credit. As a result, the value of cryptocurrencies is determined by the value that various market participants place on them through their transactions.

Exchange Valuation

Due to the peer-to-peer framework of cryptocurrencies, transferors and recipients of cryptocurrencies are able to determine the value of the cryptocurrency transferred by mutual agreement or barter with respect to their transactions. As a result, the most common means of determining the value of a cryptocurrency is by surveying one or more Exchanges where the cryptocurrency is publicly bought, sold and traded.





Uses of Cryptocurrencies


Global trade in cryptocurrencies consists of individual end-user-to-end-user transactions, together with facilitated exchange-based trading. There is currently no reliable data on the total number or demographic composition of users on the global exchanges.

Cryptocurrencies can be used to purchase goods and services, either online or at physical locations, although reliable data is not readily available about the retail and commercial market penetration of the various cryptocurrencies. To date, the rate of consumer adoption and use of cryptocurrencies for paying merchants has trailed the broad expansion of retail and commercial acceptance of cryptocurrency. Other markets, such as credit card companies and certain financial institutions are not accepting such digital assets. It is likely that there will be a strong correlation between the continued expansion of the Cryptocurrency Network and its retail and commercial market penetration.

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

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

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






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DESCRIPTION OF SUBSIDIARIES



First Bitcoin Capital, LLC

On May 14, 2020 we acquired 100% of First Bitcoin Capital, LLC ("FBC"). FBC was incorporated on December 11, 2017 under the laws of the state of Colorado. FBC works in multiple areas of blockchain development and cryptocurrency.

CoinQX Exchange Limited

On May 14, 2020 we acquired 100% of CoinQX Exchange, Limited ("CoinQX"). CoinQX was incorporated on July 4, 2014 in British Columbia, Canada. CoinQX has not yet begun operations.





420Wifi.com,llc


On May 14, 2020, we acquired 100% of 420wifi.com, llc ("420wifi"). 420wifi was organized on January 18, 2019 under the laws of the state of Wyoming. 420wifi has not yet begun operations.

D'BOT Technology Corp

On May 14, 2020, we acquired 100% of D'BOT Technology Corp ("DBOT"). DBOT was incorporated on March 15, 2019, under the laws of the state of Colorado. DBOT has not yet begun operations.

Critical Accounting Policies and Estimates

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

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

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






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Results of Operations for the Three Months Ended October 31, 2021





Revenue


Our revenue for the three months ended October 31, 2021, and October 31, 2020, was $0.





Cost of Goods Sold



Our cost of goods sold for the three months ended October 31, 2021, and October 31, 2020, was $0.





Gross Profit


Our gross profit for the three months ended October 31, 2021, and October 31, 2020, was $0.





Operating Expenses



Our operating expenses decreased $29,325 to $27,408 for the three months ended October 31, 2021, from $56,733 for the three months ended October 31, 2020.

The decrease was primarily due to the decrease in amortization and depreciation of $47,633, and an increase in selling, general, and administrative expenses of $13,051.

Our operating expenses for the three months ended October 31, 2020, of $27,408 consisted of $15,912 of selling, general and administrative expenses, $7,596 of professional fees, and $3,900 of amortization and depreciation expenses.

Our general and administrative expenses consist of bank charges, telephone expenses, meals and entertainments, computer and internet expenses, postage and delivery, office supplies and other expenses.





Operational Loss


Our operation loss of $27,408 for the three months ended October 31, 2021, from a net loss of $56,733 for the three months ending October 31, 2020, represents a decrease of $29,325. The decrease compared to the prior period net loss is primarily due to the decrease in amortization and depreciation of $47,633, and an increase in selling, general, and administrative expenses of $13,051.

Results of Operations for the Six Months Ended October 31, 2021





Revenue


Our revenue for the six months ended October 31, 2021, and October 31, 2020, was $0.





Cost of Goods Sold



Our cost of goods sold for the six months ended October 31, 2021, and October 31, 2020, was $0.





Gross Profit


Our gross profit for the six months ended October 31, 2021, and October 31, 2020, was $0.





Operating Expenses



Our operating expenses decreased $3,484,803 to $350,649 for the six months ended October 31, 2021, from $3,835,452 for the six months ended October 31, 2020.

The decrease was primarily due to the decrease in stock-based compensation of $3,720,000, and an increase in professional fees of $322,596.

Our total operating expenses for the six months ended October 31, 2020, of $3,835,452 consisted of $7,912 of selling, general and administrative expenses, $3,720,000 in stock-based compensation, $6,260 of professional fees, marketing expense of $1,584, and $99,696 of amortization and depreciation expenses.

Our general and administrative expenses consist of bank charges, telephone expenses, meals and entertainments, computer and internet expenses, postage and delivery, office supplies and other expenses.





Operational Loss


Our operation loss of $350,649 for the six months ended October 31, 2021, from an operational loss of $3,835,452 for the six months ending October 31, 2020, represents a decrease of $3,484,803. The decrease was primarily due to the decrease in stock-based compensation of $3,720,000, and an increase in professional fees of $322,596.








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Liquidity and Capital Resources





Introduction


During the six months ended October 31, 2021, we increased cash on hand by $250. Our cash on hand as of October 31, 2021, was $2,185.





Cash Requirements


We had cash available of $2,185 as of October 31, 2021. Based on our revenues, cash on hand and current monthly burn rate, around break-even, we believe that our operations will require additional capital or loans to fund operations through October 2022.





Sources and Uses of Cash



Operations


Cash provided by operating activities was $261,265 for the six months ended October 31, 2021, compared to cash provided of $80,786 for the six months ended October 31, 2020.

For the six months ending October 31, 2021, our cash provided by operating activities consisted primarily of the net loss of $45,989, $315,100 in stock-based compensation, $7,800 in depreciation and amortization of intangible assets, and an increase in other receivables of $10,878, and an increase in accounts receivable of $4,768.

For the six months ending October 31, 2020, our net cash used by operations consisted primarily of the net income of $57,190,389 offset by non-cash expenses of $99,696 in depreciation and amortization of intangible assets, $3,720,000 in stock-based compensation, accrued interest of $39,948, the effects of discontinued operations of $317,530, effects of acquisition of $61,244,071, and $33,690 in impairment.






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Investments


For the six months ending October 31, 2021, we used $188,556 in investing activities related to the acquisition of intangible assets. For the six months ending October 31, 2020, there were no gains or losses of cash in our investments.





Financing


For the six months ending October 31, 2021, we used $71,885 in financing activities. Our financing activities consisted of repayment on related party notes of $3,845 and repayment of notes payable of $68,040.

For the six months ending October 31, 2020, we had net cash used in financing activities of $104,241. Our financing activities consisted of a decrease of $64,241 for net payments made to a related party, and $40,000 in payments on our notes payable.

Off-Balance Sheet Arrangements

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





Going Concern


Our financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is relatively new and has a short history and relatively few sales, no certainty of continuation can be stated. The accompanying financial statements for the three and six months ended October 31, 2021, have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has suffered losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern

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