UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]

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

For the quarterly period ended

October 31, 2014

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

000-52393

BIOSHAFT WATER TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

98-0494003

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

111 West Ocean Blvd, 4th Floor, Long Beach, CA

90802

(Address of principal executive offices)

(Zip Code)

(562) 216-8043

(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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]

YES

[ ]

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).

[X]

YES

[ ]

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

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ]

(Do not check if a smaller reporting company)

Smaller reporting company

[X]

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

[ ]

YES

[X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[ ]

YES

[ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

117,611,170 common shares issued and outstanding as of December 9, 2014.

(Mark One)

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

For the quarterly period ended January 31, 2015

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

For the transition period from __________ to __________

Commission File Number 000-52393

BIOSHAFT WATER TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

98-0494003

(State or other jurisdiction of

incorporation or organization)

(IRS Employer Identification No.)

111 West Ocean Blvd, 4th Floor,

Long Beach, CA

90802

(Address of principal executive offices)

(Zip Code)

(562) 216-8043

(Registrant’s telephone number, including area code)

N/A

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


Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) [ ] YES [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

117,611,170 common shares issued and outstanding as of March 10, 2015.

BIOSHAFT WATER TECHNOLGY, INC.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4 Item 3. Quantitative and Qualitative Disclosures About Market Risk 13 Item 4. Controls and Procedures 13 PART II - OTHER INFORMATION 1314 Item 1. Legal Proceedings 1314 Item 1A. Risk Factors 1314 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 1314 Item 3. Defaults Upon Senior Securities 1314 Item 4. Mine Safety Disclosures 14 Item 5. Other Information 14 Item 6. Exhibits 14 SIGNATURES 1617

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim financial statements for the three and ~~six~~nine month periods ended ~~October~~January 31, ~~2014~~2015 and ~~2013~~2014 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

INDEX TO UNAUDITED FINANCIAL STATEMENTS
Financial Statements of Bioshaft Water Technology, Inc.
	Balance Sheets as of October 31, 2014 and April 30, 2014	F-1
	Statements of Operations for the Three and Six Months Ended October 31, 2014 and 2013	F-2
	Statements of Cash Flows for the Three and Six Months Ended October 31, 2014 and 2013	F-3
	Notes to the Financial Statements	F-4

INDEX TO UNAUDITED FINANCIAL STATEMENTS


Financial Statements of Bioshaft Water Technology, Inc.

	Balance Sheets as of January 31, 2015 and April 30, 2014	F-1

	Statements of Operations for the Three and Nine Months Ended January 31, 2015 and 2014	F-2

	Statements of Cash Flows for the Three and Nine Months Ended January 31, 2015 and 2014	F-3

	Notes to the Financial Statements	F-4

BIOSHAFT WATER TECHNOLOGY, INC.
BALANCE SHEETS
(unaudited)
		October 31,		April 30,
		2014		2014
ASSETS
Current Assets
	Cash	$	1,997	$	37,338
	Accounts receivable, net allowance for doubtful accounts of $59,000 and $34,000, respectively		341,338		302,941
	Costs in excess of billings on uncompleted projects		503,064		233,352
Total Current Assets			846,399		573,631
Property and equipment, net			2		561
Deposits			1,000		1,000
TOTAL ASSETS		$	847,401	$	575,192
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
	Accounts payable and accrued expenses	$	1,332,405	$	1,473,172
	Billings in excess of costs and estimated earnings on uncompleted projects		771,042		427,814
	Accrued interest		22,406		460,401
	Note payable		1,047,390		-
	Convertible loan payable		-		525,000
	Related party notes payable		67,000		-
TOTAL LIABILITIES			3,240,243		2,886,387
STOCKHOLDERS' DEFICIT
	Preferred stock, $0.001 par value; 25,000,000 shares authorized, none issued and outstanding		-		-
	Common stock, $0.001 par value; 300,000,000 shares authorized, 117,611,170 and 108,911,170 issued and outstanding, respectively		117,611		108,911
	Additional paid-in capital		20,285,598		19,539,747
	Accumulated deficit		(22,796,051)		(21,959,853)
TOTAL STOCKHOLDERS' DEFICIT			(2,392,842)		(2,311,195)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	847,401	$	575,192

BIOSHAFT WATER TECHNOLOGY, INC.

~~See~~BALANCE ~~accompanying notes to financial statements.~~SHEETS

(unaudited)


		January 31		April 30,
		2015		2014
ASSETS
Current Assets
	Cash	$	26,403	$	37,338
	Accounts receivable, net allowance for doubtful accounts of $74,030 and $34,000, respectively		229,108		302,941
	Costs in excess of billings on uncompleted projects		450,665		233,352
Total Current Assets			706,176		573,631

Property and equipment, net			-		561

Deposits			1,000		1,000

TOTAL ASSETS		$	707,176	$	575,192

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES
Current Liabilities
	Accounts payable and accrued expenses	$	1,321,168	$	1,473,172
	Billings in excess of costs and estimated earnings on uncompleted projects		655,422		427,814
	Accrued interest		44,174		460,401
	Note payable		1,147,390		-
	Convertible loan payable		-		525,000
	Related party notes payable		67,000		-
TOTAL LIABILITIES			3,235,154		2,886,387

STOCKHOLDERS' DEFICIT
	Preferred stock, $0.001 par value; 25,000,000 shares authorized, none issued and outstanding		-		-
	Common stock, $0.001 par value; 300,000,000 shares authorized, 117,611,170 and 108,911,170 issued and outstanding, respectively		117,611		108,911
	Additional paid-in capital		20,285,598		19,539,747
	Accumulated deficit		(22,931,187)		(21,959,853)
TOTAL STOCKHOLDERS' DEFICIT			(2,527,978)		(2,311,195)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	707,176	$	575,192

See accompanying notes to financial statements

F-1

BIOSHAFT WATER TECHNOLOGY, INC.
STATEMENTS OF OPERATIONS
(unaudited)
		For the Three Months Ended		For the Three Months Ended		For the Six Months Ended		For the Six Months Ended
		October 31, 2014		October 31, 2013		October 31, 2014		October 31, 2013
REVENUES
	Net revenue from projects	$	111,251	$	484,541	$	228,631	$	594,593
TOTAL REVENUES			111,251		484,541		228,631		594,593
COST OF REVENUES			51,741		402,137		183,123		473,837
GROSS PROFIT			59,510		82,404		45,508		120,756
OPERATING EXPENSES
	Selling, general, and administrative		84,137		111,139		130,016		203,387
	Advertising, marketing, and promotions		929		687		1,106		5,794
	Consulting fees		98,400		98,600		222,300		194,700
	Depreciation		280		283		559		566
	Stock-based compensation		-		9,475		-		20,639
TOTAL OPERATING EXPENSES			183,746		220,184		353,981		425,086
LOSS FROM OPERATIONS			(124,236)		(137,780)		(308,473)		(304,330)
OTHER INCOME (EXPENSE)
	Interest income (expense), net		(32,899)		(19,078)		(53,583)		(38,095)
	Amortization of debt discount		-		(60,194)		-		(557,817)
	Loss on extinguishment		(474,142)		-		(474,142)		-
	Change in fair value of derivative liability		-				-		-
TOTAL OTHER INCOME (EXPENSE)			(507,041)		(79,272)		(527,725)		(595,912)
LOSS BEFORE PROVISION FOR INCOME TAXES			(631,277)		(217,052)		(836,198)		(900,242)
PROVISION FOR INCOME TAXES			-		-		-		-
NET LOSS		$	(631,277)	$	(217,052)	$	(836,198)	$	(900,242)
NET LOSS PER SHARE: BASIC AND DILUTED		$	(0.01)	$	(0.00)	$	(0.01)	$	(0.01)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED			112,030,735		108,911,170		113,296,923		108,911,170

BIOSHAFT WATER TECHNOLOGY, INC.

~~See~~STATEMENTS ~~accompanying~~OF ~~notes to financial statements.~~OPERATIONS

(unaudited)


		For the Three Months Ended		For the Three Months Ended		For the Nine Months Ended		For the Nine Months Ended
		January 31, 2015		January 31, 2014		January 31, 2015		January 31, 2014
REVENUES
	Net revenue from projects	$	336,425	$	1,136,884	$	565,056	$	1,731,477
TOTAL REVENUES			336,425		1,136,884		565,056		1,731,477

COST OF REVENUES			285,725		786,385		468,848		1,260,222

GROSS PROFIT			50,700		350,499		96,208		471,255

OPERATING EXPENSES
	Selling, general, and administrative		61,543		103,707		191,559		307,094
	Advertising, marketing, and promotions		130		965		1,236		6,759
	Consulting fees		98,400		121,500		320,700		316,200
	Depreciation		3		283		562		849
	Stock-based compensation		-		9,475		-		30,114
TOTAL OPERATING EXPENSES			160,076		235,930		514,057		661,016

INCOME (LOSS) FROM OPERATIONS			(109,376)		114,569		(417,849)		(189,761)

OTHER INCOME (EXPENSE)
	Interest income (expense), net		(25,760)		(19,187)		(79,343)		(57,282)
	Amortization of debt discount		-		(1,515)		-		(559,332)
	Loss on extinguishment		-		-		(474,142)		-
TOTAL OTHER INCOME (EXPENSE)			(25,760)		(20,702)		(553,485)		(616,614)

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES			(135,136)		93,867		(971,334)		(806,375)

PROVISION FOR INCOME TAXES			-		-		-		-

NET INCOME (LOSS)		$	(135,136)	$	93,867	$	(971,334)	$	(806,375)

NET INCOME (LOSS) PER SHARE: BASIC		$	(0.00)	$	0.00	$	(0.01)	$	(0.01)
NET INCOME (LOSS) PER SHARE: DILUTED		$	(0.00)	$	0.00	$	(0.01)	$	(0.01)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC			117,611,170		108,911,170		115,489,800		108,911,170
DILUTED			117,611,170		148,628,017		115,489,800		108,911,170

See accompanying notes to financial statements

F-2

BIOSHAFT WATER TECHNOLOGY, INC.
STATEMENTS OF CASH FLOWS
(unaudited)
	For the Six Months Ended		For the Six Months Ended
	October 31, 2014		October 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(836,198)	$	(900,242)
Adjustments to reconcile net loss to net cash used for operating activities:
Loss on extinguishment		474,142		-
Depreciation expense		559		566
Amortization of debt and accrued interest discount		-		557,817
Bad debt expense		41,095		-
Stock-based compensation		-		20,639
Changes in operating assets and liabilities:
Accounts receivable		(79,492)		8,600
Costs in excess of billings on uncompleted projects		(269,712)		-
Deposits		-		(48,586)
Accounts payable and accrued expenses		(140,767)		68,803
Billings in excess of costs and estimated earnings on uncompleted projects		343,228		224,537
Accrued interest		49,804		38,404
Net cash used in operating activities		(417,341)		(29,462)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan payable		60,000		-
Proceeds from related party notes payable		67,000		-
Proceeds from issuance of stock		255,000		-
Net cash provided by financing activities		382,000		-
Change in cash during the year		(35,341)		(29,462)
Cash at beginning of year		37,338		315,832
Cash at end of year	$	1,997	$	286,370
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	$	-	$	-
Cash paid for income taxes	$	-	$	-
NON-CASH TRANSACTIONS
Convertible notes payable, accrued interest, conversion feature and warrants exchanged for note payable	$	1,047,390	$	-

BIOSHAFT WATER TECHNOLOGY, INC.

~~See~~STATEMENTS ~~accompanying~~OF ~~notes~~CASH ~~to financial statements.~~FLOWS

(unaudited)


	For the Nine Months Ended		For the Nine Months Ended
	January 31, 2015		January 31, 2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(971,334)	$	(806,375)
Adjustments to reconcile net loss to net cash used for operating activities:
Loss on extinguishment		474,142		-
Depreciation expense		562		849
Amortization of debt and accrued interest discount		-		559,332
Bad debt expense		40,030		-
Stock-based compensation		-		30,114
Changes in operating assets and liabilities:
Accounts receivable		33,803		(236,858)
Costs in excess of billings on uncompleted projects		(217,313)		-
Deposits		-		(112,286)
Accounts payable and accrued expenses		(152,005)		444,231
Billings in excess of costs and estimated earnings on uncompleted projects		227,608		(22,579)
Accrued interest		71,572		57,606
Net cash used in operating activities		(492,935)		(85,966)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		160,000		-
Proceeds from related party notes payable		67,000		-
Proceeds from issuance of stock		255,000		-
Net cash provided by financing activities		482,000		-

Change in cash during the year		(10,935)		(85,966)
Cash at beginning of year		37,338		315,832
Cash at end of year	$	26,403	$	229,866

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	$	3,823	$	-
Cash paid for income taxes	$	800	$	-


NON-CASH TRANSACTIONS
Convertible notes payable and accrued interest exchanged for note payable	$	1,047,390	$	-

See accompanying notes to financial statements

F-3

BIOSHAFT WATER TECHNOLOGY, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

NOTE 1 - GENERAL ORGANIZATION AND BUSINESS

Bioshaft Water Technology, Inc. (the “Company”) was originally incorporated under the laws of the state of Nevada on March 8, 2006. The Company owns worldwide patented technology and is in the business of designing, manufacturing and installing wastewater (sewage) treatment plants using its technology.

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. The Company has used cash flows from operations and incurred net losses of approximately $~~22,796,000~~23 million since inception. The Company currently has limited liquidity, and does not yet have sufficient revenues to cover operating costs over an extended period of time. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors cause significant doubt regarding the Company to continue as a going concern.

Management anticipates that the Company will be dependent, for the foreseeable future, on additional investment capital through notes payable or sales of common stock to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Basis of Presentation

The accounting policies of the Company are in accordance with the accounting principles generally accepted in the United States of America and are presented in United States dollars (“USD”). Outlined below are those policies considered particularly significant. The accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of ~~October~~January 31, ~~2014~~2015, and the results of its operations and cash flows for the three and ~~six~~nine months ended ~~October~~January 31, ~~2014~~2015 and ~~2013~~2014. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission. The Company believes that the disclosures in the unaudited financial statements are adequate to make the information presented not misleading. The operating results of the Company on a quarterly basis may not be indicative of operating results for the full year. For further information, refer to the financial statements and notes included in the Company’s Form 10-K for the year ended April 30, 2014.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

F-4

BIOSHAFT WATER TECHNOLOGY, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

Fair Value of Financial Instruments

The Company follows accounting guidance issued by the Financial Accounting Standards Board (“FASB”) on “Fair Value Measurements” for assets and liabilities measured at fair value on a recurring basis. The FASB defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, the FASB requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:


Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.

Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company discloses the estimated fair value for all financial instruments for which it is practicable to estimate fair value. As of ~~October~~January 31, ~~2014~~2015 and ~~2013~~2014, the fair value of short-term financial instruments including cash, accounts receivable, accounts payable and accrued expenses, costs in excess of billings on uncompleted projects, billings in excess of costs and estimated earnings on uncompleted projects, and accrued interest approximates book value due to their short-term maturity. The fair value of property and equipment is estimated to approximate its net book value. The fair value of debt obligations, ~~other than convertible loans payable~~ approximates their face values due to their short-term maturities and/or the ~~variable~~ rates of interest associated with the underlying obligation.

Basic Loss per Common Share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Under the treasury stock method, the exercise price of an award, if any, the amount of compensation cost, if any, for future service that the Company has not yet recognized, and the estimated tax benefits that would be recorded in paid-in capital, if any, when an award is settled are assumed to be used to repurchase shares in the current period.

The Company excluded 6,100,000 and 11,300,000 common stock equivalents outstanding asfor ofthe ~~October~~nine months ended January 31, ~~2014~~2015 and ~~2013~~2014, respectively, as their exercise prices were in excess of the average closing market price of the Company’s common stock, causing their effects to be anti-dilutive using the treasury stock method.

F-5

BIOSHAFT WATER TECHNOLOGY, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

The following is a summary of outstanding securities which have been included in the calculation of diluted net income per share and a reconciliation of net income to net income available to common stock holders for the three months ended January 31, 2014:


Weighted average common shares outstanding used in calculating basic earnings per share		108,911,170
Warrants		2,826,087
Convertible loans payable and accrued interest		36,890,760
Weighted average common and common equivalent shares used in calculating diluted earnings per share		148,628,017

Net income as reported	$	93,867
Add - Interest on convertible loans payable		19,202
Net income as adjusted	$	113,069

Revenue Recognition

For contracts in which the Company can reasonably estimate the costs and the percent complete, the Company recognizes revenues based on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract. That method is used because management considers total cost to be the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term.

For contracts in which the Company can't reasonably estimate the costs and the percent complete, the Company recognizes revenues using the completed contract method. Typically, these contracts are isolated to international contracts whereby the Company is providing equipment and limited installation. Under the completed contract basis, contract costs are recorded to a deferred asset account and billings and/or cash received are recorded to a deferred revenue liability account during the periods of construction. All revenues, costs, and profits are recognized in operations upon completion of the contract. A contract is considered completed when all costs except insignificant items have been incurred and the equipment is delivered to the end user.

~~F-5~~Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. No profit is recognized on change orders until they have been approved by the customer. During the nine months ended January 31, 2015, the Company charged $47,620 to cost of revenues due to overruns on a project.

~~Contract~~The ~~costs include all direct material and labor costs and those indirect costs related to contract performance~~asset, ~~such~~"Costs asin ~~indirect~~excess ~~labor,~~of ~~supplies,~~billings ~~tools,~~on ~~repairs,~~uncompleted ~~and depreciation. Selling~~projects", ~~general,~~represents ~~and administrative~~ costs ~~are charged to expense as~~ incurred. ~~Provisions~~on ~~for~~current ~~estimated~~projects ~~losses~~which onhave ~~uncompleted~~not ~~contracts~~been ~~are~~allocated ~~made~~to in the ~~period~~particular inproject ~~which~~or ~~such~~the ~~losses~~contract ~~are~~has ~~determined.~~not ~~Changes~~been incompleted ~~job performance, job conditions,~~ and ~~estimated~~typically ~~profitability~~relate ~~may result in revisions~~ to ~~costs~~deposits ~~and~~paid ~~income,~~or ~~which~~incurred ~~are~~to ~~recognized~~third inparty ~~the~~vendors ~~period~~ in which the ~~revisions~~services ~~are~~and ~~determined.~~or ~~Changes~~equipment inhas ~~estimated~~not ~~job~~been ~~profitability~~provided. ~~resulting~~The ~~from job performance~~liability, ~~job~~“Billings ~~conditions,~~in ~~contract~~excess ~~penalty~~of ~~provisions,~~costs ~~claims, change orders,~~ and ~~settlements,~~estimated ~~are~~earnings ~~accounted~~on ~~for~~uncompleted ascontracts”, ~~changes~~represents inbillings ~~estimates~~ in ~~the~~excess ~~current~~of ~~period.~~revenues ~~No profit is~~ recognized onor ~~change~~amounts ~~orders~~in ~~until~~which ~~they have been approved by~~ the ~~customer.~~Company ~~During~~has ~~the~~received ~~six~~in ~~months~~connection ~~ended~~with ~~October~~contracts ~~31,~~being ~~2014,~~recognized under the ~~Company~~completed ~~charged~~contract ~~$47,620~~method. toContract ~~cost~~retentions ofare ~~revenues~~included ~~due~~in toaccounts ~~overruns on a project~~receivable.

The asset, "Costs in excess of billings on uncompleted projects", represents costs incurred on current projects in which have not been allocated to the particular project or the contract has not been completed and typically relate to deposit paid or incurred to third party vendors in which the services and or equipment has not been provided. The liability, “Billings in excess of costs and estimated earnings on uncompleted contracts”, represents billings in excess of revenues recognized. Contract retentions are included in accounts receivable.F-6

BIOSHAFT WATER TECHNOLOGY, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

New Accounting Pronouncements

The FASB issues Accounting Standard Updates (“ASUs”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company.

NOTE 3 - LOANS PAYABLE

$500,000 Convertible Loan Payable

On August 11, 2008, the Company secured a loan payable of $500,000 accruing interest at 15%, secured by the assets of the Company, subject to a 3% financing fee and repayable on the one year anniversary date of the agreement.

On February 13, 2012, the terms of the loan were changed to reflect a conversion feature and extend the maturity date to August 11, 2012. The loan was convertible into shares of the Company’s common stock, up to 20,000,000, at a price of $0.025 per share.

On March 6, 2013, the convertible note was modified to extend the maturity date to August 11, 2013, which as of the date of this filing is in default. As consideration for the extension, 2,811,873 common shares of the Company’s common stock were issued to the lender. The common shares were valued at $168,712 based on the closing market price of the Company's common stock on the date of the agreement. The modification qualified for extinguishment accounting whereby the former convertible note was considered extinguished and a new convertible note issued.

The Company allocated fair value of the common shares issued of $168,712 in connection with the new convertible note based on their relative fair value to the face value of the convertible note, which resulted in a discount of $126,147 being allocated to the common shares. The new convertible note also contained a beneficial conversion feature due to the conversion price being below the fair market value of the Company's common stock on the date of issuance. The beneficial conversion feature was valued at $331,288, which resulted in a 100%, or $500,000, discount to the new convertible note. The Company was amortizing the discount over the term of the new convertible note using the straight line method due to the short term nature of the note. During the six months ended October 31, 2013, the Company amortized $325,000 of the discount to interest expense. As of April 30, 2014, the unamortized portion of the discount was $0.

F-6

In addition, with the agreement the accrued interest was now convertible at $0.025, the same rate as the new convertible note. At the date of the agreement, the conversion price was below the fair market value of the Company's common stock which implied a beneficial conversion feature. The beneficial conversion feature was valued at $353,519, which resulted in a 100% discount to accrued interest. The Company was amortizing the discount over the term of the new convertible note using the straight line method due to the short term nature of the note. During the six months ended October 31, 2013, the Company amortized $229,787 of the discount. As of April 30, 2014, the unamortized portion of the discount was $0.

On August 21, 2014, the convertible loan and accrued interest was sold by the holder and the terms were amended, see below for additional disclosure.

F-7

BIOSHAFT WATER TECHNOLOGY, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

$25,000 Loan Payable

On March 6, 2009, the Company secured a loan payable of $25,000 accruing interest at 15%, due March 6, 2010 and secured by the assets of the Company. The term of this loan was initially extended to September 6, 2012.

On March 6, 2013, the secured loan payable was modified to extend the maturity date to March 6, 2014. As consideration for the extension, 133,297 common shares of the Company’s common stock were issued to the lender. The common shares were valued at $7,998 based on the closing market price of the Company's common stock on the date of the agreement. The modification qualified for extinguishment accounting whereby the former secured loan payable was considered extinguished and a new secured loan payable was issued.

The Company allocated the common shares issued in connection with the new secured loan payable based on their relative fair value to the face value of the secured loan payable, which resulted in a discount of $6,059 being allocated to the secured loan payable. During the six months ended October 31, 2013, the Company amortized $3,030 of the discount. As of April 30, 2014, the unamortized portion of the discount was $0.

On August 21, 2014, the loan payable and accrued interest was sold by the holder and the terms were amended, see below for additional disclosure.

$60,000 Loan Payable

In May 2014, the Company received $60,000 in proceeds used for working capital purposes from the $500,000 and $25,000 note holders discussed above. As of ~~October~~January 31, ~~2014~~2015, the terms of the agreement had yet to be finalized. On August 21, 2014, the loan payable and accrued interest was sold by the holder and the terms were amended, see below for additional disclosure.

$1,047,390 Note Payable

On August 21, 2014, the Company was notified that the $60,000 advance, $500,000 convertible note payable and $25,000 secured note payable and accrued interest of $487,799 on such was sold by the holder to a related entity of the holder. On August 21, 2014, the Company entered into a note agreement for $1,047,390. Under the terms of the agreement, the note incurs interest at 7.5% per annum, the holder received 5,000,000 bonus shares of common stock and is due July 7, 2015. In addition, if the Company does not raise $5.0 million in equity capital by July 7, 2015, the holder will receive 30,000,000 warrants to purchase shares of the Company's common stock at $0.025 per share. In connection with the new agreement, the $500,000 convertible note and accrued interest on such is no longer convertible into common stock and warrants to purchase 10,000,000 shares of common stock held by the current holder, which were received in connection with a previous transaction, were cancelled. The Company accounted for the transaction as an extinguishment due to the significant change in the future expected cash flows, which was in excess of 10%, due to the change in interest rate, removal of the conversion feature, cancelation of warrants and issuance of 5,000,000 shares of common stock. The total loss recorded in connection with this extinguishment was $474,142. In determining the loss on extinguishment the Company determined the fair market value of the beneficial conversion feature, warrants and shares of common stock on August 21, 2014. Although, the issuance of the 30,000,000 million warrants are contingent upon a future event, the value was taken into consideration in the loss calculation as the holder doesn't have a performance commitment to receive such shares and the Company viewed the raising of capital as a market condition to receiving such. As of ~~October~~January 31, ~~2014~~2015, accrued interest on the note payable was approximately $2142,~~952~~000.

~~F-7~~$100,000 Note Payable

On December 24, 2014, the Company secured a $100,000 note payable, accruing interest at 7.5% per annum being due December 24, 2015. The proceeds were used for operating purposes. The loan payable is with the same party as the $1,047,390 note payable disclosed above.

F-8

BIOSHAFT WATER TECHNOLOGY, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

NOTE 4 - STOCKHOLDERS’ DEFICIT

Stock Options and Stock-Based Compensation

During the ~~six~~nine months ended ~~October~~January 31, ~~2014~~2015 and ~~2013~~2014, the Company recorded $0 and $2030,~~639~~114 in stock-based compensation, respectively.

Stock Issued for Cash

In July 2014, the Company sold 1,500,000 shares of common stock at $0.07 per share resulting in proceeds of $105,000.

In August 2014, the Company sold 2,200,000 shares of common stock to a member of the board of directors at $0.~~682~~68 per share resulting in proceeds of $150,000.

NOTE 5 - RELATED PARTY TRANSACTIONS

Consulting Contracts

As of ~~October~~January 31, ~~2014~~2015, the Company has consulting contracts with three related parties for total annual compensation of $384,000. Total amounts due to these related parties, including reimbursable expenses, as of ~~October~~January 31, ~~2014~~2015 and April 30, 2014 were $~~334~~374,~~087~~407 and $170,289, respectively. The amounts are included in accounts payable and accrued expenses on the accompanying balance sheet.

As of ~~October~~January 31, ~~2014~~2015 and April 30, 2014, a former officer and current shareholder of the Company is due $206,000 for prior consulting services performed which is included in accounts payable and accrued expenses on the accompanying balance sheet. There were no payments made on this obligation during the ~~six~~nine months ended ~~October~~January 31, ~~2014~~2015.

As of ~~October~~January 31, ~~2014~~2015 and April 30, 2014, another consultant, shareholder and officer of the Company is due a net $171,966 which is included within accounts payable and accrued expenses on the accompanying balance sheet. There were no payments made on this obligation during the ~~six~~nine months ended ~~October~~January 31, ~~2014~~2015.

Revenues

~~During~~From ~~the~~time ~~year~~to ~~ended April 30~~time, ~~2014,~~ the Company ~~entered~~enters into acontracts ~~contract~~ with an entity controlled by a board ofmember ~~director~~ to provide awaste water plants. These contracts are typically for waste water ~~plant~~plants located in the middle east in which the board member's company has operations. Under these contacts, the Company supplies completed waste water treatment units and the customer performs the installation. During the three and nine months ended the Company recorded $336,425 in revenues under these contracts. As of ~~October~~January 31, ~~2014~~2015 and April 30, 2014, the Company has ~~invoiced~~recorded ~~the~~within ~~related~~billings ~~party~~in ~~under~~excess ~~the~~of ~~contract~~costs ~~$336,425~~ and ~~$100,927~~estimated ofearnings ~~which~~on ~~progress~~uncompleted ~~payments~~projects of $~~274~~220,~~273~~805 and $100,927 ~~have been received~~, respectively. As of ~~October~~January 31, ~~2014~~2015, the Company had $62,~~152~~153 due from the related party recorded in accounts receivable. AsThe ~~of October 31, 2014, the~~ Company ~~has~~typically ~~not~~records ~~recorded any~~ revenues orand expenses in connection with ~~this~~these contracts using the completed contract method as their services primarily relate to ~~date~~the ~~invoices~~sale ~~have~~of ~~related~~equipment to ~~purchase~~the ~~equipment~~related inparty. ~~which~~The ~~would~~related ~~incorrectly~~party ~~reflect~~is responsible is typically responsible for the ~~actual~~installation ~~percent~~and ~~complete~~management onof the ~~contract~~project. The Company recognizes revenues and costs when acceptance of the waste water plants are received.

F-9

BIOSHAFT WATER TECHNOLOGY, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

Loans Payable

In July 2014, the Company entered into a promissory note for $65,000 with an entity controlled by a significant shareholder and a member of the board of directors. The promissory note incurs interest at 15% per annum, compounding monthly, with principal and interest due July 25, 2015. Subsequent to this agreement, an additional $2,000 was provided to the Company, bringing the total due to the related party as of ~~October~~January 31, ~~2014~~2015 to $67,000. The terms of the agreement for the additional proceeds is being generated, however, the terms aren't expected to be materially different than the agreement currently in place. The proceeds were used to fund operations.

F-8

Sales of Common Stock

See Note 4 for discussion regarding sales of common stock to a related party.

NOTE 6 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to ~~October~~January 31, ~~2014~~2015 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements ~~other than the below item~~.

F-910

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

Forward Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", 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.

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 required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "Bioshaft", "we", "us", "our" and "our company" mean Bioshaft Water Technology, Inc., a Nevada corporation, unless otherwise indicated.

Corporate History

We were incorporated on March 8, 2006, under the laws of the State of Nevada as “Pointstar Entertainment Corp.”. Effective September 28, 2007, we completed a merger with our subsidiary, “Bioshaft Water Technology, Inc.”, also a Nevada corporation. As a result, we changed our name from “Pointstar Entertainment Corp.” to “Bioshaft Water Technology, Inc.”. Our stock symbol is “BSHF”.

Our principal executive offices are located at 111 West Ocean Blvd, 4th Floor, Long Beach, CA 90802 and our telephone number is (562) 216-8043.

We do not have any subsidiaries.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Our Current Business

We are currently engaged in treating both industrial waste-water, primarily from the food and beverage sector and domestic waste-water where containerized/modular plants can be deployed on a permanent or temporary basis along with our technology’s ability to provide expansion (upgrade/retrofit) to existing domestic activated sludge wastewater plants worldwide.

On September 18, 2007, we entered into an asset purchase agreement with Hans Bio Shaft Limited and Hassan Hans Badreddine, pursuant to which we acquired from Hans Bio Shaft U.K. Patent GB2390365 titled “Waste Water Treatment Plant and Method” and related United States and European patent applications for the design of a certain waste water treatment plant system. In consideration for the U.K. patent and related United States and European patent applications.

With the completion of the asset purchase agreement, we changed our business to the business of designing and manufacturing both industrial and domestic waste water treatment plant systems, using our patented Bioshaft unit, the Bioshaft System, along with the development of our modular anoxic anaerobic digester (“MAAD”) technology used to treat the primarily high strength industrial wastewater.

On August 6, 2008, we entered into a loan agreement with Premier Financial and Marketing Co. Ltd., in respect of a loan in the amount of $500,000 at the rate of interest of 15% per annum payable in full on August 6, 2009. The loan was used for general working capital purposes. The loan bears interest at the rate of 15% per annum with interest to be paid monthly in arrears on the last business day of each month, commencing August 31, 2008. The principal and all accrued and unpaid interest was due to be paid in full on August 11, 2009. On March 6, 2013, Premier agreed to extend the loan agreement until August 11, 2013. On August 21, 2014, the convertible loan was sold by the holder and the terms of the note were amended.

On March 6, 2009, we entered a loan agreement with Premier pursuant to which Premier loaned our company $25,000 for the purposes of working capital. The loan bears interest at the rate of 15% per annum with interest to be paid monthly in arrears on the last business day of each month, commencing March 6, 2010. The principal and accrued interest were due on March 6, 2010. On September 6, 2011, Premier agreed to extend the loan agreement until September 6, 2012. On March 6, 2013, Premier agreed to further extend the loan until March 6, 2014. On August 21, 2014, the convertible loan was sold by the holder and the terms of the note were amended.

On February 23, 2012, we entered into an amending agreement to a loan agreement and promissory note to modify the loan agreement and promissory note we originally entered into with Premier on August 6, 2008. The parties have agreed to amend the loan agreement to provide for a conversion feature. Pursuant to the amending agreement, any amounts outstanding under the loan are convertible at the price of $0.025 per share of common stock upon the provision of seven days’ notice by the lender.

In June 2014, Premier advanced an additional $60,000 to our company, pursuant to which formal terms were not been established. On August 21, 2014, the convertible loan was sold by the holder and the terms of the note were amended.

On August 21, 2014, we entered into an assignment agreement with Premier and Six Capital Ltd. with an effective date of July 7, 2014, wherein Premier sold the $60,000 advance, $500,000 convertible note payable and $25,000 secured note payable and accrued interest (totaling $585,000) to Six Capital. Pursuant to this assignment our company is no longer required to convert the principal debt into shares.

Also on August 21, 2014, we entered into a loan agreement and general security agreement with Six Capital with an effective date of July 7, 2014, pursuant to which Six Capital will lend our company the principal sum of $1,047,390 which represents the outstanding note balances and accrued interest as of July 7, 2014. The loan agreement with Six Capital matures on July 7, 2015, the proceeds of which will be used for working capital. The loan bears an interest rate of 7.5% per annum calculated and compounded monthly. The principal may be prepaid at any time in whole or in part without penalty, together with all interest accrued and unpaid to the date of such prepayment.

Additional terms to the loan agreement include the following:

Our company issued 5,000,000 bonus common shares to Six Capital on closing date of July 7, 2014;

In the event that our company is unable to raise $5,000,000 through the issuance of our common shares within 12 months of the date of the loan agreement, our company will grant to Six Capital 30,000,000 share purchase warrants, dated July 7, 2015 with each warrant entitling Six Capital to purchase one common share of our company at an exercise price of $0.025 per share for a period of five years from the date of issuance.;

10,000,000 warrants in our company held by Six Capital for the purchase of 10,000,000 shares of our common stock at a price of $0.025 per share have been cancelled; and

Six Capital also purchased the ability to convert $500,000 of the debt at $0.025 per share from Premier which would grant Six Capital the ability to receive an additional 20,000,000 shares being the original conversion feature of the debt. This conversion feature has been cancelled;

Effective February 23, 2012, we entered into an assignment of debt wherein we have agreed to accept $250,000 as consideration for the assignment of obligations under a loan agreement with Pedernales Brewing Company, LLC and Lee Hereford. Pursuant to the terms of the assignment of debt, we agreed to absolutely and unconditionally assign, transfer and set over all of our right, title and interest in and to the loan. Further to the terms, we have the right to repurchase the loan for the remaining principal balance plus unpaid interest.

As of April 30, 2012, our company agreed to a settlement with Imad A. Yassine, our chief operating officer, chief financial officer, secretary, treasurer and director, regarding his consulting fees for the period from May 1, 2011 through April 30, 2012. Mr. Yassine is to receive a monthly consulting fee of $15,000. The total consulting fees accrued during that period amount to $180,000 and were paid in accordance with a mutually agreed upon schedule and terms.

On October 15, 2012, we entered into an international distributor agreement with Zuhier Ahmad Zahran & Co. (“ZAZCo”), a company operated by our director, Zuhier Ahmad Zahran. Under the distributor agreement ZAZCo will assist our company in the promotion, sale, marketing and distribution of our products in the Kingdom of Saudi Arabia and any other mutually agreed upon countries for a period of two years. The purchase prices for our products shall be in response to specific project requirements. The difference between ZAZCo’s purchase price and ZAZCo’s selling price to its customers shall be ZAZCo’s sole remuneration for sale of our products. ZAZCo shall be free to determine the resale prices of our products and shall, in good faith, use its commercially reasonable efforts to reasonably price our products so as to be competitive in the territory in respect of other competitive or similar products offered in the territory. Our company is currently engaged with ZAZCo on a month to month basis.

On July 1, 2013, we entered into a consulting agreement with Canadian Environmental Designers Inc., a company operated by our director, Bashir Amin, to assist our company in marketing, sales and business development. Under the terms of the consulting agreement, Canadian Environmental Designers Inc. shall be paid by our company as per direct costs to the projects being worked on. Additionally special pre-approved expenses are invoiced and paid by our company within 30 days. The term of the consulting agreement was through June 30, 2014 and our company is currently engaged with Canadian Environmental Designers Inc. on a month to month basis.

On July 1, 2013, we entered into a consulting agreement with Hydro E+, LLC to assist our company in corporate finance, marketing and business development matters. For its services, Hydro E+ received compensation of $7,000 on execution of the consulting agreement and will receive $7,000 every 30 days afterward. The term of the agreement was until June 30, 2014 and our company is currently engaged with Hydro E+ on a month to month basis.

Effective February 1, 2014, we entered into a consulting agreement with Sustainable Water Corp., a company operated by our officer and director, Imad A. Yassine in his capacity as a consultant, and as chief operating officer and chief financial officer of our company. Under the terms of the consulting agreement, Sustainable Water Corp. will receive a monthly consulting fee of $15,000. The term of this agreement is for a period of two years, expiring on January 31, 2016.

In July 2014, we entered into two promissory notes totaling $65,000 with Sustainable Water Corp., a company operated by our officer and director, Imad A. Yassine. The promissory ~~note~~notes ~~incurs~~incur interest at 15% per annum, compounding monthly, with principal and interest due July 25, 2015. An additional $2,000 was advanced to our company and thus the total amounts outstanding as of ~~October~~January 31, ~~2014~~2015 are $67,000. The proceeds were used to fund operations.

On December 24, 2014, our company secured a $100,000 promissory note with Six Capital, accruing interest at 7.5% per annum and maturing on December 24, 2015. The note does not bear any conversion feature. The proceeds were used for operating purposes.

Results of Operations

Three Months Summary

		Three Months EndedOctober 31,
		Three Months Ended January 31,
		2014			2013
		2015			2014
Total revenue	$	~~111~~336,~~251~~425		$	~~484~~1,~~541~~136,884
Cost of goods sold		51,741			402,137
Cost of revenues		285,725			786,385
Total operating expenses		~~183~~160,~~746~~076			~~220~~235,~~184~~930
Total other (income) expense		~~507~~25,~~041~~760			7920,~~272~~702
Net income (loss)	$	(~~631~~135,~~277~~136)	)	$	(~~217~~93,~~052~~867)	)

~~Six~~Nine Months Summary

		Six Months EndedOctober 31,
		Nine Months Ended January 31,
		2014			2013
		2015			2014
Total revenue	$	~~228~~565,~~631~~056		$	~~594~~1,~~593~~731,477
Cost of goods sold		183,123			473,837
Cost of revenues		468,848			1,260,222
Total operating expenses		~~353~~514,~~981~~057			~~425~~661,~~086~~016
Total other (income) expense		~~527~~553,~~725~~485			~~595~~616,~~912~~614
Net income (loss)	$	(~~836~~971,~~198~~334)	)	$	(~~900~~806,~~242~~375)	)

Revenues

During the three months ended January 31, 2015 we earned revenues of $~~111~~336,~~251~~425, a decrease of $~~373~~800,~~290~~459, compared to $~~484~~1,~~541~~136,884 for the prior ~~year's~~three ~~comparable~~month period. The decrease in revenues is directly related to our company recognizing revenues in the prior year under the percentage of completion in which were substantially complete as of the end of Q1 fiscal 2015. During the current fiscal year, our company has two projects in which are being accounted for under the completed contract as both are based upon the delivery of equipment and limited installation services. As of October 31, 2014, our company has deferred revenues of $719,978 in connection with these two projects. Our company expects to record the revenues and costs related to these projects in either Q3 or Q4 of fiscal 2015.

During the ~~six~~nine months ended January 31, 2015 we earned revenues of $~~228~~565,~~631~~056, a decrease of $~~365~~1,~~962~~166,421, compared to $~~594~~1,~~593~~731,477 for the prior ~~year's~~nine ~~comparable~~month period. The decrease in revenues is directly related to our company recognizing revenues in the prior year under the percentage of completion in which were substantially complete as of the end of Q1 fiscal 2015. During the current fiscal year, our company has two projects in which are being accounted for under the completed contract as both are based upon the delivery of equipment and limited installation services. As of October 31, 2014, our company has deferred revenues of $719,978 in connection with these two projects. Our company expects to record the revenues and costs related to these projects in either Q3 or Q4 of fiscal 2015.

~~Cost~~The ofdecrease in revenues for the three and nine months ended January 31, 2015 is directly related to our company recognizing revenues in the prior year under the percentage of completion method for which five projects representing approximately $2.4 million were substantially complete as of the year ended April 30, 2014.

~~Cost~~During ofthe ~~revenues~~current ~~decreased~~fiscal ~~to $51~~year,~~741,~~ aour ~~decrease~~company ofhas ~~$350,396~~four ~~during~~projects ~~the~~which ~~three~~are ~~months~~being ~~ended~~accounted ~~October~~for ~~31,~~under ~~2014 from $402,137 during~~ the ~~three~~completed ~~months~~contract ~~ended~~method ~~October~~as ~~31,~~both ~~2013.~~are ~~The~~based ~~decrease~~upon ~~in cost of revenues is directly related to our company recognizing costs in~~ the ~~prior~~delivery ~~year under the percentage~~ of ~~completion~~equipment inand ~~which~~limited ~~were~~installation ~~substantially~~services. ~~complete~~During ~~as of~~ the ~~end~~quarter ofended Q1January ~~fiscal~~31, 2015~~. During the current fiscal year~~, our company ~~has~~completed ~~two~~one ~~projects~~of inthe ~~which~~projects ~~are being accounted~~ for ~~under~~which ~~the~~all ~~completed~~our ~~contract~~revenue asand ~~both~~cost ~~are~~of ~~based~~revenues ~~upon~~for the ~~delivery~~three ofmonths ~~equipment~~ended ~~and~~January ~~limited~~31, ~~installation~~2015 ~~services~~related to. As of ~~October~~January 31, ~~2014~~2015, our company has deferred ~~costs~~revenues of $~~493~~604,~~600~~358 in connection with ~~these~~three ~~two~~ projects. Our company expects to record the revenues and costs related tofor one of these projects in ~~either Q3 or~~ Q4 of fiscal 2015 and the remaining two in fiscal 2016. Our company's revenues will continue to be inconsistent until a pipeline of such contacts is established.

Cost of Revenues

Cost of revenues decreased to $285,725, a decrease of $500,660 during the three months ended January 31, 2015 from $786,385 during the three months ended January 31, 2014.

Cost of revenues decreased to $468,848, a decrease of $791,374 during the nine months ended January 31, 2015 from $1,260,222 during the nine months ended January 31, 2014.

~~Cost of revenues decreased to $183,123, a decrease of $290,714 during the six months ended October 31, 2014 from $473,837 during the six months ended October 31, 2013.~~ The decrease in cost of revenues is directly related to our company recognizing costs in the prior year under the percentage of completion method in which were substantially complete as of the ~~end of Q1 fiscal 2015. During the current fiscal~~ year, ~~our~~ended ~~company~~April ~~has two projects in which are being accounted for under the completed contract as both are based upon the delivery of equipment and limited installation services. As of October 31~~30, 2014~~, our company has deferred costs of $493,600 in connection with these two projects~~. ~~Our company expects to record the revenues and costs related to these projects in either Q3 or Q4 of fiscal 2015.~~ In addition, during the ~~six~~nine months ended ~~October~~January 31, ~~2014~~2015, our company cost overruns of $47,620 related to one of our company's projects.

During the current fiscal year, our company has four projects which are being accounted for under the completed contract method as both are based upon the delivery of equipment and limited installation services. During the quarter ended January 31, 2015, our company completed one of the projects for which all our revenue and cost of revenues for the three months ended January 31, 2015 related to.

Expenses

		Three Months EndedOctober 31,
		Three Months Ended January 31,
		2014		2013
		2015		2014
Selling, general and administrative		8461,~~137~~543		~~111~~103,~~139~~707
Advertising, marketing and promotions		~~929~~130		~~687~~965
Consulting fees		98,400		98121,~~600~~500
Depreciation		~~280~~3		283
Stock-based compensation expense		Nil		9,475
Total operating expenses	$	183,746	$	220,184

		Six Months EndedOctober 31,
		2014		2013
Selling, general and administrative		130,016		203,387
Advertising, marketing and promotions		1,106		5,794
Consulting fees		222,300		194,700
Depreciation		559		566
Stock-based compensation expense		Nil		20,639
Total operating expenses	$	353,981	$	425,086

Total operating expenses

Total operating expenses during the three months ended October 31, 2014 decreased as compared to the comparative period in 2013 primarily due to decreases in selling, general and administrative expenses, consulting fees and stock-based compensation expenses. The decrease in operating loss during the three months ended October 31, 2014 was primarily due to the decreased amount of salaries payable due to the resignation of our former chief executive officer in February 2014. $

~~Total operating expenses during the six months ended October 31~~160, 2014 decreased as compared to the comparative period in 2013 primarily due to decreases in selling, general and administrative expenses, advertising marketing and promotions and stock-based compensation expense. The decrease in operating loss during the three months ended October 31, 2014 was primarily due to the decreased amount of salaries payable due to the resignation of our former chief executive officer in February 2014. In addition, our company continues to monitor expenditures.076

235,930


		Nine Months Ended January 31,
		2015		2014
Selling, general and administrative		191,559		307,094
Advertising, marketing and promotions		1,236		6,759
Consulting fees		320,700		316,200
Depreciation		562		849
Stock-based compensation expense		Nil		30,114
Total operating expenses	$	514,057	$	661,016

Total operating expenses during the three months ended January 31, 2015 decreased as compared to the comparative period in 2014 primarily due to decreases in selling, general and administrative expenses, advertising, marketing and promotions, consulting fees, depreciation and stock-based compensation expense. The decrease in operating loss during the three months ended January 31, 2015 was primarily due to our company’s emphasis on reducing general and administrative costs. The comparable prior period includes salary paid to the former Chief Executive Officer through his resignation on February 1, 2014, in which we promoted within without increased cost.

Total operating expenses during the nine months ended January 31, 2015 decreased as compared to the comparative period in 2014 primarily due to decreases in selling, general and administrative expenses, advertising, marketing and promotions, consulting fees, depreciation and stock-based compensation expense. The decrease in operating loss during the nine months ended January 31, 2015 was primarily due to our company’s emphasis on reducing general and administrative costs. In addition, our company continues to monitor expenditures.

Liquidity and Financial Condition

Working Capital

As of ~~October~~January 31, ~~2014~~2015, our total current assets were $~~846~~706,~~399~~176 and our total current liabilities were $3,~~240~~235,~~243~~154 and we had a working capital deficit of $2,~~393~~528,~~844~~978.

		October 31,			April 30,
		January 31,			April 30,
		2014			2014
		2015			2014
Current assets	$	~~846~~706,~~399~~176		$	573,631
Current liabilities	$	3,~~240~~235,~~243~~154		$	2,886,387
Working capital (deficiency)	$	(2,~~393~~528,~~844~~978)	)	$	(2,312,756)	)

Cash Flows

		Six Months EndedOctober 31,
		Nine Months Ended January 31,
		2014			2013
		2015			2014
Net cash flows provided by (used in) operating activities	$	(~~417~~492,~~341~~935)	)	$	(2985,~~462~~966)	)
Net cash flows provided by (used in) investing activities	$	Nil		$	Nil
Net cash flows provided by (used in) financing activities	$	~~382~~482,000		$	Nil
Net increase (decrease) in cash during period	$	(3510,~~341~~935)	)	$	(2985,~~462~~966)	)

The ~~increase~~decrease in cash used in operating activities primarily relates to our continued net loss from operations as cash flows generated from operations is not yet sufficient enough to cover our expenditures. The increase in cash flow from financing activities is a direct result of proceeds from notes payable, proceeds from related party notes payable and the sales of common stock to fund operations.

Future Financing

We have recently had significant increases in revenues and accounts receivable, however, the continuance of such cannot be assured. If revenues were to decrease, we would have significant difficulty sustaining our operations without additional support. The ability of our company to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our directors and shareholders, the continued issuance of equity to new stockholders and our ability to maintain profitable operations.

Management believes that our cash on hand, cash equivalents, and any cash revenue provided by our operating activities will be insufficient to meet our working capital requirements for the next twelve month period. We estimate that we will require an additional $2,770,000 over the next twelve month period to fund our operating cash shortfall. We plan to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities. There are no assurances that we will be able to obtain funds required for our continued operation. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further long-term financing, successful and sufficient market acceptance of our products and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Plan of Operation

During the next twelve month period, we intend to:

(a)

penetrate the waste water treatment industry worldwide by stressing the cost advantages and space saving capabilities of the BioShaft System;

(b)

build up a network of strategic alliances with several types of companies, including contractors that specialize in the construction of water treatment plants, engineering firms that work with municipalities and firms that specialize in “build own operate” project utilities;

(c)

form a partnership with a Chinese manufacturer that we can outsource to, and fabricate up to two BioShaft units per month within the first three months;

(d)

implement our pilot project in Southern California where we will setup and operate a packaged unit in order to complete the municipal permitting process for the California commission on environmental quality;

(e)

the small footprint and default generation of biogas gives BioShaft the unique ability among competitors to take on very high organic contaminant loads. Typically 400% to 500% of the maximum competitors quote.

(f)

BioShaft offering is most superior in:

brewery wastewater;

ii.

dairy wastewater;

iii.

dairy processing wastewater - cheese, yogurt, etc.

(g)

fill the positions of vice president of marketing and three sales engineers.

Not accounting for our working capital deficit of $2,~~393~~528,~~844~~978, we have estimated that we will require an additional $2,770,000 based on our projected cash flow from existing and future revenues to carry out our business plan for the next twelve months. In the event we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we may be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising any required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.

If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.

Capital Expenditures

We do not have any material commitments for capital expenditures and management does not anticipate that we will spend additional material amounts on capital expenditures in the near future.

Employees

We plan to employ a number of executive officers including a vice president of marketing and three sales engineers by approximately ~~January~~June 2015. We anticipate that we may spend up to $108,000 per month to employee officers and employees and up to $50,000 in payroll taxes. We do and will continue to outsource contract employment as needed.

Off-Balance Sheet Arrangements

There are 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 is material to investors.

Critical Accounting Policies

Our financial statements have been prepared in accordance with the U.S. GAAP. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.

The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of significant accounting policies.

Basis of Presentation

The accounting policies of our company are in accordance with the accounting principles generally accepted in the United States of America and are presented in United States dollars (“USD”). Outlined below are those policies considered particularly significant. The accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of our company as of ~~October~~January 31, ~~2014~~2015, and the results of its operations and cash flows for the three and ~~six~~nine months ended ~~October~~January 31, ~~2014~~2015 and ~~2013~~2014. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission. Our company believes that the disclosures in the unaudited financial statements are adequate to make the information presented not misleading. The operating results of our company on a quarterly basis may not be indicative of operating results for the full year. For further information, refer to the financial statements and notes included in our company’s Form 10-K for the year ended April 30, 2014.

Use of Estimates

Fair Value of Financial Instruments

Our company follows accounting guidance issued by the Financial Accounting Standards Board (“FASB”) on “Fair Value Measurements” for assets and liabilities measured at fair value on a recurring basis. The FASB defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, the FASB requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:


Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

Our company discloses the estimated fair value for all financial instruments for which it is practicable to estimate fair value. As of ~~October~~January 31, ~~2014~~2015 and ~~2013~~2014, the fair value of short-term financial instruments including cash, accounts receivable, accounts payable and accrued expenses, costs in excess of billings on uncompleted projects, billings in excess of costs and estimated earnings on uncompleted projects, and accrued interest approximates book value due to their short-term maturity. The fair value of property and equipment is estimated to approximate its net book value. The fair value of debt obligations, other than convertible loans payable approximates their face values ~~due to their short-term maturities and/or the variable rates of interest associated with the underlying obligation.~~

Basic Loss per Common Share

Basic loss per share is calculated by dividing our company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Under the treasury stock method, the exercise price of an award, if any, the amount of compensation cost, if any, for future service that our company has not yet recognized, and the estimated tax benefits that would be recorded in paid-in capital, if any, when an award is settled are assumed to be used to repurchase shares in the current period.

Our company excluded 6,100,000 and 11,300,000 common stock equivalents outstanding as of ~~October~~January 31, ~~2014~~2015 and ~~2013~~2014, respectively, as their exercise prices were in excess of the average closing market price of our company’s common stock, causing their effects to be anti-dilutive using the treasury stock method.


Weighted average common shares outstanding used in calculating basic earnings per share		108,911,170
Warrants		2,826,087
Convertible loans payable and accrued interest		36,890,760
Weighted average common and common equivalent shares used in calculating diluted earnings per share		148,628,017

Net income as reported	$	93,867
Add - Interest on convertible loans payable		19,202
Net income as adjusted	$	113,069

Revenue Recognition

For contracts in which our company can reasonably estimate the costs and the percent complete, our company recognizes revenues based on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract. That method is used because management considers total cost to be the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term.

For contracts in which our company can't reasonably estimate the costs and the percent complete, our company recognizes revenues using the completed contract method. Typically, these contracts are isolated to international contracts whereby our company is providing equipment and limited installation. Under the completed contract basis, contract costs are recorded to a deferred asset account and billings and/or cash received are recorded to a deferred revenue liability account during the periods of construction. All revenues, costs, and profits are recognized in operations upon completion of the contract. A contract is considered completed when all costs except insignificant items have been incurred and the equipment is delivered to the end user.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. No profit is recognized on change orders until they have been approved by the customer. During the six months ended October 31, 2014, our company charged $47,620 to cost of revenues due to overruns on a project.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. No profit is recognized on change orders until they have been approved by the customer. During the nine months ended January 31, 2015, our company charged $47,620 to cost of revenues due to overruns on a project.

The asset, "Costs in excess of billings on uncompleted projects", represents costs incurred on current projects which have not been allocated to the particular project or the contract has not been completed and typically relate to deposits paid or incurred to third party vendors in which the services and or equipment has not been provided. The liability, “Billings in excess of costs and estimated earnings on uncompleted contracts”, represents billings in excess of revenues recognized. Contract retentions are included in accounts receivable.

Recent Accounting Pronouncements

The FASB issues Accounting Standard Updates (“ASUs”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of ASC. Our company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to our company or (iv) are not expected to have a significant impact on our company.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Management's Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

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

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on June 13, 2006)
3.2	By-laws (incorporated by reference from our Registration Statement on Form SB-2 filed on June 13, 2006)
3.3	Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K filed on August 6, 2007)

3.3

Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K filed on August 6, 2007)

3.4

Articles of Merger filed with the Secretary of State of Nevada on September 24, 2007 and which is effective September 28, 2007 (incorporated by reference from our Current Report on Form 8- K filed on September 28, 2007)

(10)

Material Contracts

10.1

Asset Purchase Agreement dated September 18, 2007 between Hans Bio Shaft Limited, Hassan Hans Badreddine and our company (incorporated by reference from our Current Report on Form 8-K filed on September 24, 2007)

10.2

Patent Assignment Agreement dated September 18, 2007 between Hans Bio Shaft Limited and our company (incorporated by reference from our Current Report on Form 8-K filed on September 24, 2007)

10.3

Stock Option Plan of our company dated December 15, 2007 (incorporated by reference from our Quarterly Report on Form 10-QSB filed on March 17, 2008)

10.4

Loan Agreement made as of August 6, 2008 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference from our Quarterly Report on Form 10-Q filed on September 12, 2008)

10.5

Form of Promissory Note made as of August 6, 2008 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on August 19, 2008)

10.6

General Security Agreement made as of August 6, 2008 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on August 19, 2008)

10.7

Loan Agreement made as of March 6, 2009 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 14, 2012)

10.8

Form of Promissory Note Agreement made as of March 6, 2009 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on December 16, 2013)

10.9

General Security Agreement made as of March 6, 2009 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on December 16, 2013)

10.10

Stock Option Agreement made as of August 15, 2011 between our company and Canadian Environmental Consulting (incorporated by reference from our Quarterly Report on Form 10-Q filed on September 19, 2011)

Exhibit Number	Description
10.3	Stock Option Plan of our company dated December 15, 2007 (incorporated by reference from our Quarterly Report on Form 10-QSB filed on March 17, 2008)
10.4	Loan Agreement made as of August 6, 2008 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference from our Quarterly Report on Form 10-Q filed on September 12, 2008)
10.5	Form of Promissory Note made as of August 6, 2008 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on August 19, 2008)
10.6	General Security Agreement made as of August 6, 2008 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on August 19, 2008)
10.7	Loan Agreement made as of March 6, 2009 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 14, 2012)
10.8	Form of Promissory Note Agreement made as of March 6, 2009 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on December 16, 2013)
10.9	General Security Agreement made as of March 6, 2009 between our company and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on December 16, 2013)
10.10	Stock Option Agreement made as of August 15, 2011 between our company and Canadian Environmental Consulting (incorporated by reference from our Quarterly Report on Form 10-Q filed on September 19, 2011)
10.11	Amending Agreement dated February 23, 2012 between our company and Premier Financial Marketing Co. Ltd. (incorporated by reference from our Current Report on Form 8-K filed on March 7, 2012)
10.12	Assignment Agreement made as of February 23, 2012 between our company and Six Capital Limited (incorporated by reference from our Current Report on Form 8-K filed on March 7, 2012)
10.13	Non-Disclosure Agreement made as of July 1, 2012 between our company and Canadian Environmental Designers, Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 14, 2012)
10.14	International Distribution Agreement made as of October 15, 2012 between our company and Zuhier Ahmad Zahran & Co. (incorporated by reference to our Quarterly Report on Form 10-Q filed on December 21, 2012)
10.15	Consulting Agreement made as of July 1, 2013 between our company and Hydro E+, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 23, 2013)
10.16	Consulting Agreement made as of July 1, 2013 between our company and Canadian Environmental Designers, Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 23, 2013)
10.17	Consulting Agreement made as of February 1, 2014 between our company and Sustainable Water Corp. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 14, 2014)
10.18	Assignment Agreement dated July 7, 2014 between our company, Six Capital Ltd. and Premier Financial and Marketing Co. Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.19	Loan Agreement dated July 7, 2014 between our company and Six Capital Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.20	Promissory Note dated July 7, 2014 between our company and Six Capital Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.21	General Security Agreement dated July 7, 2014 between our company and Six Capital Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.22	Promissory Note dated July 23, 2014 between our company and Sustainable Water Corp. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.23	Promissory Note dated July 25, 2014 between our company and Sustainable Water Corp. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
(14)	Code of Ethics
14.1	Code of Ethics and Business Conduct dated effective July 1, 2008 (incorporated from our Annual Report on Form 10-KSB/A filed on August 14, 2008)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Principal Executive Officer
31.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Principal Executive Officer
32.2*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer
(101)*	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.


Exhibit Number	Description
10.20	Promissory Note dated July 7, 2014 between our company and Six Capital Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.21	General Security Agreement dated July 7, 2014 between our company and Six Capital Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.22	Promissory Note dated July 23, 2014 between our company and Sustainable Water Corp. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
10.23	Promissory Note dated July 25, 2014 between our company and Sustainable Water Corp. (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 15, 2014)
(14)	Code of Ethics
14.1	Code of Ethics and Business Conduct dated effective July 1, 2008 (incorporated from our Annual Report on Form 10-KSB/A filed on August 14, 2008)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Principal Executive Officer
31.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Principal Executive Officer
32.2*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Principal Financial Officer and Principal Accounting Officer
(101)*	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

SIGNATURES

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

		BIOSHAFT WATER TECHNOLOGY, INC.
Date: December 15, 2014	By:	/s/ Bashar Amin
Date: March 16, 2015	By:	/s/ Bashar Amin
		Bashar Amin
		President, Chief Executive Officer and Director
		(Principal Executive Officer)
Date: December 15, 2014	By:	/s/ Imad Kamel Yassine
Date: March 16, 2015	By:	/s/ Imad Kamel Yassine
		Imad Kamel Yassine
		Chief Operating Officer, Chief Financial Officer, Secretary, Treasurer and Director
		(Principal Financial Officer and Principal Accounting Officer)

1617

Filing Compare · BIOSHAFT WATER TECHNOLOGY, INC.