UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 10-Q

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

For the quarterly period ended ~~January~~July 31, 2019

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

For the transition period from to

Commission file number: 000-55588

BLUE EAGLE LITHIUM INC.

(Exact name of registrant as specified in its charter)

Nevada

35-2636271

State or other jurisdiction of

incorporation or organization

(I.R.S. Employer
Identification No.)

2831 St. Rose Parkway, Suite 200, Henderson, NV

(Address of principal executive offices) (Zip Code)

(702) 889 – 3369

Registrant’s telephone number, including area code

Wishbone Pet Products Inc.

(Former name of registrant)

2857 Sherwood Heights Drive, Oakville, Ontario L6J 7J9

(Former address of registrant)

(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. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. 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	[X]	Smaller reporting company	[X]

Emerging growth company	[ ]

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

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

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.

76,~~183~~758,855 shares of common stock are issued and outstanding as of ~~March~~September 1512, 2019.

INDEX

		Page
PART I	FINANCIAL INFORMATION
	CONDENSED INTERIM BALANCE SHEETS as of January 31, 2019 and April 30, 2018	4
	CONDENSED INTERIM BALANCE SHEETS	4
	CONDENSED INTERIM STATEMENTS OF OPERATIONS for the three and nine months ended January 31, 2019 and 2018	5
	CONDENSED INTERIM STATEMENTS OF OPERATIONS	5
	CONDENSED INTERIM STATEMENTS OF SHAREHOLDERS’ EQUITY to January 31, 2019	6
	CONDENSED INTERIM STATEMENTS OF STOCKHOLDERS’ EQUITY	6
	CONDENSED INTERIM STATEMENTS OF CASH FLOWS for the nine months ended January 31, 2019 and 2018	8
	CONDENSED INTERIM STATEMENTS OF CASH FLOWS	7
	NOTES TO THE CONDENSED UNAUDITED INTERIM FINANCIAL STATEMENTS	98
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3	Quantitative and Qualitative Disclosures About Market Risk	2122
Item 4.	Controls and Procedures	2122
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities.	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information.	22
Item 6.	Exhibits	22
SIGNATURES		23

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain information set forth in this Quarterly Report on Form 10-Q, including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (and the “Liquidity and Capital Resources” section thereof) and elsewhere may address or relate to future events and expectations of our management and as such constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to our plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects”, “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. ~~These statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties, including those detailed in our filings with the SEC.~~

Readers are cautioned that actual results, including, without limitation: the results of our mineral exploration activities and the overall establishment of our business as well as the results of our financing initiatives, may differ significantly from those set forth in the forward-looking statements. Such forward-looking statements also involve other factors which may cause our actual results, performance or achievements to materially differ from any future results, performance, or achievements expressed or implied by such forward-looking statements and to vary significantly from reporting period to reporting period. Such factors include, among others, those described in the risk factors detailed from time to time in our other filings with the SEC. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be different from the expectations expressed in this Report. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

PART I. FINANCIAL INFORMATION

BLUE EAGLE LITHIUM INC.

(Formerly WISHBONE PET PRODUCTS INC.)

CONDENSED INTERIM BALANCE SHEETS

	January 31, 2019			April 30, 2018
	July 31, 2019			April 30, 2019
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash	$	~~165~~151		$	~~9,785~~469
Prepaids		105,333			57,833
Total Current Assets		105,~~498~~484			158,~~618~~302
Equipment, net (Note 4)		2,150			-2,150
Intangible Assets, net (Note 5)		64,~~121~~936			-5,528
Mineral Properties (Note 9)		~~553~~957,~~000~~097			-627,000
TOTAL ASSETS	$	~~571~~969,~~769~~667		$	15642,~~618~~980
LIABILITIES & STOCKHOLDER’S EQUITY
LIABILITIES & STOCKHOLDERS’ EQUITY
LIABILITIES
Current Liabilities
Accounts payable & Accrued interest (Note 6)	$	124,017		$	59,610
Accounts payable & Accrued expenses (Note 6)	$	55,313		$	53,454
Due to related party (Note 11)		61,824			57,091
Convertible loan payable (Note 7)		50,000			50,000
Loans payable (Note 7)		152,800			101,300
Interest payable (Note 7)		66,144			59,728
TOTAL CURRENT LIABILITIES		326,817			210,910
Loans payable (Note 7)		281,050			176,050
TOTAL CURRENT LIABILITIES		514,331			396,323
Commitments and Contingencies	$	-		$	-
STOCKHOLDER’S EQUITY
STOCKHOLDER’S DEFICIT
Capital stock authorized: 200,000,000 common shares with a par value $0.0001 Issued and outstanding: 76,183,855 common shares (Note 8) (75,000,000 common shares at April 30, 2018)	$	7,618		$	7,500
Capital stock authorized: 200,000,000 common shares with a par value $0.0001
Additional paid-in capital		952,107			14,500
Issued and outstanding: 76,583,855 common shares (Note 8) (76,283,855 common shares at April 30, 2019)	$	7,658		$	7,628
Accumulated deficit		(714,773	)		(217,292	)
Additional paid-in capital		1,320,067			1,026,097
TOTAL STOCKHOLDER’S EQUITY		244,952			(195,292	)
Accumulated deficit		(872,389	)		(787,068	)
TOTAL LIABILITIES & STOCKHOLDER’S EQUITY	$	571,769		$	15,618
TOTAL STOCKHOLDER’S DEFICIT		455,336			246,657
TOTAL LIABILITIES & STOCKHOLDER’S DEFICIT	$	969,667		$	642,980

See accompanying notes to the condensed unaudited interim financial statements

BLUE EAGLE LITHIUM INC.

(Formerly WISHBONE PET PRODUCTS INC.)

CONDENSED INTERIM INCOME STATEMENTS

For the three ~~and nine~~ months ended ~~January~~July 31, 2019 and 2018

(Unaudited)

	For the three months						~~For the nine months~~
	ended January 31,						ended January 31,
	ended July 31,
	2019			2018			~~2019~~			~~2018~~
OPERATING EXPENSES
Amortization	$	592		$	-		$	~~987~~		$	-
Consulting fees		-			-250			~~76,250~~			-
Management fees		33,600			-			~~182,550~~			-
Rent		~~516~~518			-			~~1,047~~			-
General & administrative expenses		129,~~436~~380			46,~~500~~675			~~36,957~~			~~8,564~~
Marketing and promotional expenses		24,~~654~~010			-			~~81,527~~			-
Mineral exploration expenses		3410,~~742~~555			-			~~67,242~~			-
Professional fees		1620,~~450~~250			2,~~175~~725			~~36,762~~			~~8,225~~
TOTAL EXPENSES		~~100~~78,~~990~~905			69,~~675~~650			~~483,332~~			~~16,789~~
OPERATING LOSS	$	(~~100~~78,~~990~~905	)	$	(69,~~675~~650	)	$	~~(483,332~~	)	$	~~(16,789~~	)
OTHER EXPENSES
Interest on loans		56,~~081~~416			4,~~064~~539			~~14,159~~			~~10,122~~
NET INCOME/(LOSS)	$	(106,071	)	$	(10,739	)	$	(497,481	)	$	(26,911	)
		6,416			4,539
Net loss per share, basic and diluted	$	(0.0014	)	$	(0.0001	)	$	(0.007	)	$	(0.0004	)
NET INCOME/(LOSS)	$	(85,321	)	$	(14,189	)
Weighted average common shares outstanding basic and diluted		75,166,537			75,000,000			75,673,607			75,000,000
Net loss per share, basic and diluted	$	(0.001	)	$	(0.0001	)
Weighted average common shares outstanding basic and diluted		76,504,507			75,000,000

See accompanying notes to the condensed unaudited interim financial statements

BLUE EAGLE LITHIUM INC.

~~(Formerly~~STATEMENTS ~~WISHBONE~~OF ~~PET~~CHANGES ~~PRODUCTS~~IN ~~INC.)~~STOCKHOLDERS’ EQUITY

~~CONDENSED~~For ~~INTERIM~~the ~~STATEMENTS~~three OFmonths ~~CHANGES~~ended INJuly ~~STOCKHOLDER’S~~31, ~~EQUITY~~2019 and 2018

For the nine months ended January 31, 2019

(Unaudited)

	Common Stock
	Common Stock 200,000,000 shares authorized				Additional					Total
	200,000,000 shares authorized				Additional					Total
	Shares		Par Value		Paid in		Accumulated			Stockholders’
	Shares		Par Value		Paid in		Accumulated			Stockholder’s
	Issued		$.0001 per share		Capital		Deficit			Equity
Balance, April 30, 2018		75,000,000	$	7,500	$	14,500	$	(217,292	)	$	(195,292	)
Balance, April 30, 2019		76,283,855	$	7,628	$	1,026,097	$	(787,068	)	$	246,657
Net income/loss								(14,189	)		(14,189	)
Shares issued at $0.87 per share for assets		200,000		20		173,980		-			174,000
Balance, July 31, 2018		75,000,000		7,500		14,500		(231,481	)		(209,481	)
Shares issued at $1.20 per share for assets		100,000		10		119,990		-			120,000
Shares issued at $0.75 per share for assets		500,000		50		374,950		-			375,000
Net income/loss		-		-		-		(85,321	)		(85,321	)
Shares issued at $0.75 per share for assets		100,000		10		74,990		-			75,000
Balance, July 31, 2019		76,583,855	$	7,658	$	1,320,067	$	(872,389	)	$	455,336
Shares issued at $0.95 per share for services		30,000		3		28,497		-			28,500
Shares issued at $0.60 per share		83,333		8		49,992		-			50,000
Shares issued at $0.6375 per share		156,862		16		99,984		-			100,000
Shares issued at $0.95 per share for services		125,000		13		118,737		-			118,750
Shares issued at $0.95 per share for services		50,000		5		47,495		-			47,500
Net income/loss		-		-		-		(377,221	)		(377,221	)
Balance, October 31, 2018		76,045,195		7,605		809,145		(608,702	)		208,048
Shares issued at $1.034 per share		38,660		3		39,972		-			39,975
Shares issued at $1.03 per share for assets		100,000		10		102,990		-			103,000
Net income/loss		-		-		-		(106,071	)		(106,071	)
Balance, January 31, 2019		76,183,855	$	7,618	$	952,107	$	(714,773	)	$	244,952

	Common Stock 200,000,000 shares authorized				Additional					Total
	Shares		Par Value		Paid in		Accumulated			Stockholders’
	Issued		$.0001 per share		Capital		Deficit			Equity

Balance, April 30, 2018		75,000,000	$	7,500	$	14,500	$	(217,292	)	$	(195,292	)
Net income/loss		-		-		-		(14,189	)		(14,189	)
Balance, July 31, 2018		75,000,000	$	7,500	$	14,500	$	(231,481	)	$	(209,481	)

See accompanying notes to the condensed unaudited interim financial statements

BLUE EAGLE LITHIUM INC.

~~(Formerly~~INTERIM ~~WISHBONE~~STATEMENTS ~~PET~~OF ~~PRODUCTS~~CASH ~~INC.)~~FLOWS

~~CONDENSED~~For ~~INTERIM~~the ~~STATEMENTS~~three OFmonths ~~CHANGES~~ended INJuly ~~STOCKHOLDER’S~~31, ~~EQUITY~~2019 and 2018

For the nine months ended January 31, 2018

(Unaudited)

	Common Stock
	July 31, 2019			July 31, 2018
	200,000,000 shares authorized						Additional					Total
Cash Flows from Operating Activities
	Shares			Par Value			Paid in		Accumulated			Stockholder’s
Net income/(loss)	$	(85,321	)	$	(14,189	)
	Issued			$.0001 per share			Capital		Deficit			Equity
Adjustments to reconcile net income/(loss) to net cash from operating activities:
Balance, April 30, 2017		75,000,000		$	7,500		$	14,500	$	(170,502	)	$	(148,502	)
Amortization		592			-
Net income/loss										(7,914	)		(7,914	)
Changes in current assets and liabilities:
Balance, July 31, 2017		75,000,000			7,500			14,500		(178,416	)		(156,416	)
Prepaids		2,500			2,500
Net income/loss		-			-			-		(8,258	)		(8,258	)
Accounts payable & accrued interest		13,008			2,165
Balance, October 31, 2017		75,000,000			7,500			14,500		(186,674	)		(164,674	)
Net cash used in operating activities	$	(69,221	)	$	(9,524	)
Net income/loss		-			-			-		(10,739	)		(10,739	)
Cash Flows from Investing Activities
Balance, January 31, 2018		75,000,000		$	7,500		$	14,500	$	(197,413	)	$	(175,413	)
Purchase of Assets	$	(36,097	)	$	-
Net cash provided by (used in) investing activities	$	(36,097	)	$	-
Cash Flows from Financing Activities
Proceeds from loans payable	$	105,000		$	-
Net cash provided by financing activities	$	105,000		$	-
Net increase (decrease) in cash	$	(318	)	$	(9,524	)
Cash and cash equivalents, beginning of period	$	469		$	9,785
Cash and cash equivalents, end of period	$	151		$	261
Supplemental Disclosure
Interest paid	$	-		$	4,539
Taxes paid	$	-		$	-
Non-cash Financing and Investing Activities
Common stock issued for assets	$	294,000		$	-

See accompanying notes to the condensed unaudited interim financial statements.

BLUE EAGLE LITHIUM INC.

~~(Formerly~~Notes ~~WISHBONE~~to ~~PET~~the ~~PRODUCTS~~Interim ~~INC.)~~Financial Statements

~~CONDENSED~~July ~~INTERIM~~31, ~~STATEMENTS OF CASH FLOWS~~2019

For the nine months ended January 31, 2019 and 2018

(Unaudited)

	For the nine months
	ended January 31,
	2019			2018
Cash Flows from Operating Activities
Net income/(loss)	$	(491,481	)	$	(26,911	)
Amortization		987			139
Shares issued for services		194,750			-
Changes in current assets and liabilities:
Prepaids		(4,500	)		(8,733	)
Accounts payable & accrued interest		64,407			(4,519	)
Net cash used in operating activities	$	(241,837	)	$	(40,024	)
Cash Flows from Investing Activities
Intangible Assets	$	(9,258	)	$	(5,000	)
Net cash provided by investing activities	$	(9,258	)	$	(5,000	)
Cash Flows from Financing Activities
Proceeds from loans payable	$	51,500		$	6,961
Proceeds from convertible loans payable		-			50,000
Proceeds from issuance of common stock		189,975			-
Net cash provided by financing activities	$	241,475		$	56,961
Net increase(decrease) in cash	$	(9,620	)	$	11,937
Cash and cash equivalents, beginning of period	$	9,785		$	583
Cash and cash equivalents, end of period	$	165		$	12,520
Supplemental Disclosure
Interest paid	$	-		$	-
Taxes paid	$	-		$	-
Non-cash Financing and Investing Activities
Common stock issued for assets	$	553,000		$	-

See accompanying notes to the condensed unaudited interim financial statements.

BLUE EAGLE LITHIUM INC.

(Formerly WISHBONE PET PRODUCTS INC.)

Notes to the Condensed Interim Financial Statements

January 31, 2019

(Unaudited)

Note 1 Nature and Continuance of Operations

Blue Eagle Lithium Inc. (the “Company”) was incorporated in the State of Nevada on July 30, 2009. The Company is engaged in identifying, evaluating and developing early-stage lithium exploration opportunities and has not realized any revenues from its planned operations. ~~Previously, the Company was engaged in the business of developing, manufacturing, marketing and selling dog waste removal devices.~~

On May 10, 2018, a majority of the Company’s stockholders approved a share split of the issued and outstanding shares of common stock, on a 20-for-1 basis, thereby increasing the issued and outstanding share capital from 3,750,000 to 75,000,000. On July 12, 2018 the Company effectively changed its name from Wishbone Pet Products Inc. to Blue Eagle Lithium Inc. These financial statements give retroactive effect to both these changes.

The Company’s fiscal year ends on April 30.

Note 2 Basis of Presentation – Going Concern Uncertainties

These financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern. The Company is at its early stages of development and has limited operations and has sustained operating losses resulting in a deficit.

The Company has accumulated a deficit of $~~714~~872,~~773~~389 since inception, has yet to achieve revenue producing or profitable operations, and further significant losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining financing and/or generating revenue and achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company will need to seek additional equity financing from time to time in order to fund its business plan, and it plans to raise funds through private or public equity financings or loans from directors of the Company in order to support existing operations. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

Note 3 Interim Reporting and Significant Accounting Policies

The ~~condensed~~ interim financial statements are prepared under the accrual basis of accounting in accordance with accounting principles ~~generally~~ generally accepted (GAAP) in the United States of America ~~(“GAAP”)~~ for the interim information. Accordingly, the financial statements do not include all of the information and notes required by GAAP for the complete financial statements. While the information presented is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, result of operation and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. It is suggested that the interim financial statements be read in conjunction with the Company’s April 30, ~~2018~~2019 annual financial statements. Operating results for the ~~nine~~three ~~months~~ month period ended ~~January~~July 31, 2019 are not necessarily indicative of the results that can be expected for the year ended April 30, ~~2019~~2020.

There have been no changes in the accounting policies from those disclosed in the notes to the audited financial statements for the year ended April 30, ~~2018~~2019.

Convertible debt

The Company accounts for convertible debt according to ASC 470, “Debt with Conversion and Other Options”. No portion of the proceeds is attributable to the conversion feature when there is no beneficial conversion feature (“BCF”), there is no BCF when the debt instrument is convertible into common stock at a specified price at the option of the holder and when the debt instrument is issued at a price not significantly in excess of the face amount.

Website Development Costs

The Company recognizes the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost” that codified the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) NO. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Relating to website development costs the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO. 00-2, “Accounting for Website Development Costs”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage. Amortization is based on estimated useful life on a straight-line basis.

Mineral Properties

The Company expenses mineral property exploration expenditures when incurred. When it has established that a mineral deposit is commercially mineable and following a decision to commence development, the costs subsequently incurred to develop a mine on the property prior to the start of mining operations are capitalized and will be amortized against production following commencement of commercial production, or written off if the property is sold, allowed to lapse or abandoned. Mineral property acquisition costs are initially capitalized when incurred. Option payments and expenditures required to earn an interest in the properties are initially expensed and then capitalized if the option is exercised. The Company assesses the carrying costs for impairment. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Equipment

The cost of equipment is capitalized and depreciated over its estimated useful life of 3 years on a straight-line basis.

Recently issued accounting pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently issued by the FASB (including its Emerging Issues Task Force), the AICPA or the SEC would, if adopted, have a material effect on the accompanying financial statements.

Note 4 Equipment

~~Equipment~~The computer equipment is ~~amortized~~depreciated over 3 years on a straight-line basis.

		January 31, 2019
Jul 31, 2019												Apr 30, 2019
		Cost				Accumulated Amortization				Net
				Accumulated										Accumulated
Equipment		$	2,150			$	-			$	2,150
Cost				Amortization				Net				Cost		Amortization		Net
$	2,150			$	-			$	2,150			$	2,150	$	-	$	2,150
$	2,150			$	-			$	2,150			$	2,150	$	-	$	2,150

Note 5 Intangible Assets

The assets are amortized over 3 years on a straight-line basis.

		January 31, 2019
Jul 31 2019												Apr 30 2019
		Cost				Accumulated Amortization				Net
Website				Accumulated								Website		Accumulated
Website		$	7,108			$	(987	)		$	6,121
Cost				Amortization				Net				Cost		Amortization			Net
$	7,107			$	(2,171	)		$	4,936			$	7,107	$	(1,579	)	$	5,528
$	7,107			$	(2,171	)		$	4,936			$	7,107	$	(1,579	)	$	5,528

10Note 6 Accounts Payable & Accrued Expenses

~~Note~~Accrued 6expenses ~~Accounts~~as ~~Payable~~of &July ~~Accrued~~31, ~~Interest~~2019 and April 30, 2019 are summarized as follows:

Accrued expenses as of January 31, 2019 and April 30, 2018 are summarized as follows:

	Jul 31, 2019		Apr 30, 2019
Accrued accounting fees		14,850		16,675
Accrued legal fees		25,259		26,950
Accrued office expenses		15,204		9,829
	$	55,313	$	53,454

	Jan 31, 2019		Apr 30, 2018
Amount owing to officers	$	32,205	$	-
Accrued accounting fees		10,275		7,650
Accrued legal fees		16,913		2,650
Accrued office expenses		10,086		8,930
Accrued interest expenses		54,538		40,380
	$	124,017	$	59,610

Note 7 Notes Payable

The Company entered into 11 unsecured notes payable. They are all due within 30 days following written demand and bears a monthly interest rate of 1% (12% per annum). The Company partially repaid one note and accrued interest totaling $2,000 on March 1, 2018. The following were the principal loan amounts and accrued interests remaining as at ~~October~~July 31, ~~2018~~2019 and April 30, ~~2018~~2019:

Jan 31 2019

April 30, 2018

July 31, 2019

April 30, 2019

~~Principal~~

Principal

~~Interest~~

Interest

~~Principal~~

Principal

~~Interest~~

Interest

~~Amount~~

Amount

~~Accrued~~

Accrued

~~Total~~

Total

~~Amount~~

Amount

~~Accrued~~

Accrued

~~Total~~

Total

Dec 31 12

~~17,000~~

17,000

~~12,410~~

13,430

~~29,410~~

30,430

~~Dec 31 12~~

Dec 31 12

~~17,000~~

17,000

~~10,880~~

12,920

~~27,880~~

29,920

Aug 13 13

~~20,000~~

20,000

~~13,100~~

14,300

~~33,100~~

34,300

~~Aug 13 13~~

Aug 13 13

~~20,000~~

20,000

~~11,300~~

13,700

~~31,300~~

33,700

Dec 04 14

~~11,000~~

11,000

~~5,488~~

6,148

~~16,488~~

17,148

~~Dec 04 14~~

Dec 04 14

~~11,000~~

11,000

~~4,498~~

5,818

~~15,498~~

16,818

Jun 26 15

~~10,000~~

10,000

~~4,317~~

4,917

~~14,317~~

14,917

~~Jun 26 15~~

Jun 26 15

~~10,000~~

10,000

~~3,417~~

4,617

~~13,417~~

14,617

Jan 25 16

~~3,671~~

3,671

~~367~~

587

~~4,038~~

4,258

~~Jan 25 16~~

Jan 25 16

~~3,671~~

3,671

477

~~3,707~~

4,148

Mar 22 16

~~17,725~~

17,725

~~6,115~~

7,179

~~23,840~~

24,904

~~Mar 22 16~~

Mar 22 16

~~17,725~~

17,725

~~4,520~~

6,647

~~22,245~~

24,372

Jul 28 16

~~2,700~~

2,700

~~810~~

972

~~3,510~~

3,672

~~Jul 28 16~~

Jul 28 16

~~2,700~~

2,700

~~567~~

891

~~3,267~~

3,591

Oct 31 16

~~5,161~~

5,161

~~1,393~~

1,703

~~6,554~~

6,864

~~Oct 31 16~~

Oct 31 16

~~5,161~~

5,161

~~929~~

1,548

~~6,090~~

6,709

Jan 31 17

~~3,902~~

3,902

~~936~~

1,171

~~4,838~~

5,073

~~Jan 31 17~~

Jan 31 17

~~3,902~~

3,902

~~585~~

1,054

~~4,487~~

4,956

Apr 28 17

~~3,181~~

3,181

~~668~~

859

~~3,849~~

4,040

~~Apr 28 17~~

Apr 28 17

~~3,181~~

3,181

~~382~~

763

~~3,563~~

3,944

Jun 03 17

~~6,961~~

6,961

~~1,392~~

1,810

~~8,353~~

8,771

~~Jun 03 17~~

Jun 03 17

~~6,961~~

6,961

~~766~~

1,601

~~7,726~~

8,562

~~101,300~~$

101,300

~~46,997~~$

53,075

~~148,297~~$

154,375

~~101,300~~

$101,300

~~37,880~~

$50,036

~~139,180~~

151,336

The Company entered into one unsecured note payable that is due November 1, 2019 with an interest of 12% per annum. The following was the principal amount and the accrued interests remaining at January 31, 2019.9

		Amount				Interest				Total
Nov 01 18		$	12,500			$	378			$	12,878

The Company entered into one unsecured note payable that is due November 1, 2019 with an interest rate of 12% per annum. The following was the principal amount and the accrued interest at July 31, 2019 and April 30, 2019:

The Company entered into one unsecured note payable that is due on December 7, 2019 with an interest of 3% per annum. The following was the principal amount and the accrued interests remaining at January 31, 2019.

	July 31, 2019							April 30, 2019
	Amount		Interest		Total			Amount		Interest		Total
Nov 01 18	$	12,500	$	1,122	$	13,622	Nov 01 18	$	12,500	$	744	$	13,244

11The Company entered into one unsecured note payable that is due on December 7, 2019 with an interest rate of 3% per annum. The following was the principal amount and the accrued interest at July 31, 2019 and April 30, 2019:

	Amount			Interest			Total
		July 31, 2019									April 30, 2019
Dec 12 18	$	39,000		$	163		$	39,163
		Amount			Interest			Total			Amount		Interest		Total
Dec 12 18		$	39,000		$	744		$	39,744	Dec 12 18	$	39,000	$	448	$	39,448

The Company entered into one unsecured note payable that is due on April 11, 2020 with an interest rate of 12% per annum. The accrued interest commenced May 1, 2019. The following was the principal amount and the accrued interest at July 31, 2019 and April 30, 2019:

	July 31, 2019							April 30, 2019
	Amount		Interest		Total			Amount		Interest		Total
Apr 11 19	$	23,250	$	704	$	23,954	Apr 11 19	$	23,250		-	$	23,250

The Company entered into one unsecured note payable that is due on May 02, 2020 with an interest rate of 3% per annum. The following was the principal amount and the accrued interest at July 31, 2019:

	July 31, 2019
	Amount		Interest		Total
May 02 19	$	25,000	$	183	$	25,183

The Company entered into one unsecured note payable that is due on June 7, 2020 with an interest rate of 12% per annum. The following was the principal amount and the accrued interest at July 31, 2019:

	July 31, 2019
	Amount		Interest		Total
Jun 11 19	$	20,000	$	204	$	20,204

The Company entered into one unsecured note payable that is due on June 17, 2020 with an interest rate of 3% per annum. The accrued interest will commence July 1, 2019. The following was the principal amount and the accrued interest at July 31, 2019:

	July 31, 2019
	Amount		Interest		Total
Jun 17 19	$	30,000	$	76	$	30,076

The Company entered into one unsecured note payable that is due on July 06, 2020 with an interest rate of 3% per annum. The accrued interest will commence July 17, 2019. The following was the principal amount and the accrued interest at July 31, 2019:

	July 31, 2019
	Amount		Interest		Total
Jul 05 19	$	30,000	$	37	$	30,037

The Company entered into one unsecured convertible note payable on December 4, 2017. The note is due within 30 days following written demand and bears a monthly interest rate of 1% (12% per annum). At any time prior to repayment, the holder may convert all or part of the principal loan into common stock of the Company at a conversion price of $1.00 of debt to 1 common share. The effect that conversion would have on earnings per share has not been disclosed due to the current anti-dilutive effect. The conversion rate of $1.00 creates a zero conversion benefit at current stock prices at that time. Therefore, no beneficial conversion feature has been recorded.

January 31, 2019

April 30, 2018

July 31, 2019

April 30, 2019

~~Principal~~

Principal

~~Interest~~

Interest

~~Principal~~

Principal

~~Interest~~

Interest

~~Amount~~

Amount

~~Accrued~~

Accrued

~~Total~~

Total

~~Amount~~

Amount

~~Accrued~~

Accrued

~~Total~~

Total

Dec 04 17

~~50,000~~$

50,000

~~7,000~~$

10,000

~~57,000~~$

60,000

~~Dec 04 17~~

Dec 04 17

~~50,000~~

50,000

~~2,500~~

8,500

~~52,500~~

58,500

Interest accrued on the notes bearing 3% interest was $1,040 as at July 31, 2019 (April 30, 2019 $448)

Interest accrued on the notes bearing 12% interest was $55,104 as at July 31, 2019 (April 30, 2019 $50,780)

Interest accrued on the convertible note bearing 12% interest was $10,000 as at July 31, 2019 (April 30, 2019 $8,500)

Note 8 Common Shares

On May 10, 2018, the Company effected a forward stock split on a 20 to 1 basis, thereby increasing the issued and outstanding share capital from 3,750,000 common shares to 75,000,000 common shares. The common stock par value was changed from $0.001 to $0.0001. These financial statements presented provide the retroactive effect to the changes.

On August 15, 2018, the Company issued 600,000 common shares at $0.75 per share for the purchase of the mineral properties. The share price was issued at market.

On August 17, 2018, the Company issued 83,333 common shares for cash at $0.60 per share to an investor. The share price was negotiated with a 20% discount when the market was at $0.75 per share.

On August 17, 2018, the Company issued 30,000 common shares at $0.95 per share for consulting services. The share price was issued at market.

On August 20, 2018, the Company issued 156,862 common shares for cash at $0.6375 per share to an investor. The share price was negotiated with a 15% discount when the market was at $0.75 per share.

On August 20, 2018, the Company issued 125,000 common shares at $0.95 per share to its Chief Operating Officer. The share price was issued at market

On August 20, 2018, the Company issued 50,000 common shares at $0.95 per share for board advisory services. The share price was issued at market.

On November 1, 2018, the Company issued 38,660 common shares for cash at $1.034 per share to a shareholder. The share price was negotiated with a 15% discount from the previous 10 days closing average price of $1.2175 per share.

On November 14, 2018, the Company issued 100,000 common shares at $1.03 per share for the purchase of the mineral properties. The share price was issued at market.

AtOn ~~January~~April 3124, 2019, the Company ~~had~~issued 76100,~~183,855 common shares outstanding (75,~~000~~,000~~ common shares at ~~April 30, 2018)~~$0.74 ~~There~~per ~~were no~~share ~~warrants~~for orthe ~~stock~~purchase ~~options~~of ~~outstanding~~the asmineral ofproperties. ~~January~~The ~~31,~~share price ~~2019~~was ~~and~~issued ~~April~~at ~~30, 2018~~market.

12On May 14, 2019, the Company issued 200,000 common shares at $0.87 per share for the purchase of 50 mineral properties. The share price was issued at market.

On June 14, 2019, the Company issued 100,000 commons shares at $1.20 per share for the purchased of an additional 26 mineral properties. The share price was issued at market.

At July 31, 2019, the Company had 76,583,855 common shares outstanding (76,283,855 common shares at April 30, 2019). There were no warrants or stock options outstanding as of July 31, 2019.

Note 9 Mineral Properties

On August 9, 2018, the Company entered into a property lease assignment agreement with a third party (the “Assignor”) to purchase 200 mineral claims totaling 4,000 acres located in the State of Nevada known as the Railroad Valley, in Nye County. The Company agreed to assume all the rights, titles and interest in the lease in exchange for issuing to the Assignor 500,000 common shares and to the lessor of the property (the “Lessor”) 300,000 common shares as follows (see Note 78):

To the Assignor	–	500,000 common shares upon completion of the agreement (issued)
To the Lessor	–	100,000 common shares upon completion of the agreement (issued); and
	–	100,000 common shares within 90 days upon completion of the agreement (issued); and
	–	100,000 common shares within 180 days upon completion of the agreement (~~to be~~ issued)

In addition, the Company further acknowledged and agreed that the Lessor shall reserve onto itself a royalty on revenues derived from the sale of lithium concentrate and other ores extracted from the property. The Lessor shall have the right to buy 1% of the royalty at any time for $2,000,000 from the Company. Such cash payment will be paid in 90 days intervals, upon completion of an inferred resource calculation that confirms the presence on the property of a minimum 500,000 tons of lithium carbonate equivalent grading no lower than a 40 parts per million lithium grade average.

On April 22, 2019, the Company entered into an agreement to acquire the mineral rights from RangeFront Geological to purchase 100% interest in 50 mineral claims covering approximately 1,000 acres located in the State of Nevada in the Railroad Valley, in Nye County. The Company agreed to issue to RangeFront Geological 200,000 common shares within 15 business days from the date of the recording of the staked Claims with the County and BLM. The agreed shares were issued on May 14, 2019.

As part of the purchase, the Company also agreed to pay the following (which were all paid during the period ended July 31, 2019:

	a)	County fees of approximately $2,250, within 90 days of the Agreement
	b)	BLM fees of approximately $10,600, within 90 days of the Agreement
	c)	Transfer fees of approximately $1,000, upon payment of BLM fees
	d)	Staking fees of $7,500, within 15 days of the Agreement

In addition, the Company holds an exclusive option to acquire an additional 26 claims in the Railroad Valley comprising of 520 acres. This option is valid for 30 business days from the date of the closing of the Agreement by paying RangeFront Geological $7,500 (paid during the period ended July 31, 2019), and issuing a further 100,000 common shares within 15 business days from the exercise date of the option. The shares were issued on June 14, 2019.

Moreover, the Company acknowledged and agreed that RangeFront Geological shall reserve onto itself, a royalty equal to 1.0% on revenues derived from the sale of lithium concentrate and other ores extracted from the properties. The Company also have the right to buy back 0.5% of the royalty from RangeFront at any time for $1,000,000. The Company also agreed to pay RangeFront $1,000,000 upon completion of an inferred resource calculation that confirms the presence of a minimum 700,000 tons of lithium carbonate equivalent grading no lower than a 40 ppm Li grade average on the properties.

Note 10 Commitments

Effective August 15, 2018, the Company entered into a consulting agreement with John P Hart for a period of one year. Upon signing, the Company issued 30,000 common shares valued at $28,500. (see Note 8). John P Hart’s term has ended in August 2019 and the Company did not renew.

Effective August 20, 2018, the Company entered into an annual consulting agreement with Peter R Murray, the Company’s Chief Operating Officer and director. The agreement requires the Company to pay Mr. Murray a monthly consulting fee of $3,000 and a stock remuneration of up to 500,000 common shares as follows (see Note 8):

125,000 common shares effective immediately (issued)

125,000 common shares in the event the agreement is first renewed on the first anniversary date (issued subsequent to July 31, 2019)

125,000 common shares in the event the agreement is renewed on the second anniversary date

125,000 common shares in the event the agreement is renewed on the third anniversary date

On August 20, 2018, the Company entered into an annual consulting agreement with Robert FE Jones as a board advisor. The agreement requires the Company to pay Mr. Jones a daily rate of $350 and a stock remuneration of up to 200,000 common shares as follows (see Note 8):

50,000 common shares effective immediately (issued)

50,000 common shares in the event the agreement is first renewed on the first anniversary date (issued subsequent to July 31, 2019)

50,000 common shares in the event the agreement is renewed on the second anniversary date

50,000 common shares in the event the agreement is renewed on the third anniversary date

Note 11 ~~Subsequent~~Related ~~Events~~Party Transactions

~~The~~Amounts ~~Company~~due ~~evaluated~~to ~~all~~related ~~events~~parties ~~and~~were ~~transactions~~for ~~that~~services ~~occurred~~rendered ~~after~~to ~~January~~the ~~31,~~Company ~~2019~~by upthe ~~through~~director ~~the~~and ~~date~~officers of the Company ~~issued~~are ~~these~~unsecured, non-interest ~~financial~~bearing ~~statements~~ and ~~found~~have no ~~other~~specific ~~subsequent~~terms ~~events~~of ~~that~~repayment. ~~needed~~During the period ended July 31, 2019, the amount due to berelated ~~reported.~~parties were $61,824 as follows:

Chief Executive Officer $ 51,638 for management fees and $186 for out-of-pocket expenses

Chief Operating Officer $ 10,000 for management fees

Note 12 Subsequent Events

Subsequent to the period ended July 31, 2019, the Company entered into further loan agreements of $100,000 with a shareholder.

The Company issued a further 125,000 common shares to the COO for the renewal of his contract (see Note 10).

The Company issued a further 50,000 common shares to an advisor for the renewal of his contract (see Note 10).

The Company evaluated all events and transactions that occurred after July 31, 2019 through the date the Company issued these financial statements and found no other subsequent events that needed to be reported.

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

OVERVIEW

Blue Eagle Lithium Inc. (“the company”) is a Nevada corporation that was incorporated on July 30, 2009. The company was initially incorporated under the name “Wishbone Pet Products Inc.” with the intent to commence business operations by developing, manufacturing, marketing, and selling dog waste removal devices.

Effective July 20, 2018, the company changed its name to “Blue Eagle Lithium Inc.” and affected a 20-for-1 forward split of its common stock by a majority vote of the shareholders on May 10, 2018. See Item 5.03 filed on Form 8-K filed July 26, 2018 for more details. The Company changed its direction to the business of the acquisition and exploration of lithium and rare earth metal resources. The Company’s current mandate is to identify, evaluate and develop early-stage lithium exploration opportunities in North America, with a current focus on areas in the state of Nevada.

~~Effective~~The ~~August~~Company 9,has ~~2018,~~not ~~the~~generated ~~company~~any ~~entered~~revenue ~~into~~since ainception ~~property assignment agreement (“the Property Purchase Agreement”) between Blue Eagle Lithium Inc.,~~ and ~~Oriental~~is ~~Rainbow~~not ~~Group~~expected ~~Limited, pursuant~~ to ~~which~~generate ~~the~~revenue ~~Company acquired 200 mineral claims or 4,000 Acres in the Railroad Valley of Nevada. The parties agreed on a purchase price~~ for the ~~200~~foreseeable ~~mineral~~future ~~claims,~~as ~~which was paid in by~~it ~~the~~engages ~~Company issuing and delivering to Oriental Rainbow Group Limited 500,000 restricted shares~~ in ~~the~~exploratory common stock of the capital of the company as well as a further Issuance to Plateau Ventures LLC of 300,000 restricted shares as follows; 100,000 restricted shares upon the effective date, 100,000 restricted shares ninety (90) days following the effective date and a final 100,000 restricted shares one hundred and eighty (180) daysactivities. ~~See Exhibit 10.2 - Property Purchase Agreement filed on Form 8-K filed August 16, 2018 for more details.~~

~~Effective~~ August ~~14, 2018, Rami Tabet (“Tabet”) and Rupert Ireland (“Ireland”) entered into a Stock Purchase Agreement~~ (the “Stock Purchase Agreement”), which provided for the sale by Tabet to Ireland of 40,000,000 shares (the “Shares”) of Common Stock, $0.0001 par value (“Common Stock”), of the Company for a purchase price of $100,000. The transfer of the Shares to Ireland was effective on August 14, 2018. ~~Upon~~Acquisition ~~his acquisition~~ of ~~the~~Mineral ~~Shares,~~Claims ~~Ireland~~in ~~became~~ the ~~holder~~Railroad ofValley a majority (approximately 53.3%) of the outstanding shares of Common Stock of the Company, which is sufficient ownership to give him the power to elect all of the members of our Board of Directors. Tabet owned no shares of Common Stock immediately after giving effect to the sale of the Shares to Ireland. For more details see Exhibit 10.1 – Share Purchase Agreement filed on Form 8-K filed August 16, 2018 for more details.

~~Effective~~On August 2016, 2018, ~~Mr.~~the ~~Peter~~Company ~~Roderick~~acquired ~~Murray~~200 mineral claims covering approximately 4,000 acres in the Railroad Valley of Nevada (the “~~Mr.~~Railroad ~~Murray~~Valley Property”), ~~was~~pursuant ~~appointed~~to the terms and ~~accepted~~conditions ~~the~~of ~~opportunity~~a toproperty ~~serve~~assignment asagreement, andated August ~~additional~~9, ~~member~~2018 on(the “Assignment Agreement”), between the ~~Board~~Company ofand ~~Directors,~~Oriental MrRainbow Group Limited (“ORG”). The ~~Murray~~parties ~~was~~agreed ~~also~~on ~~appointed~~a bypurchase price for the ~~Board~~Railroad Valley Property, ~~and~~which ~~accepted~~was paid in full when the ~~opportunity~~Company issued and delivered to ~~serve~~ORG 500, 000 shares of Common Stock, as ~~the~~well ~~Company’s~~as ~~Chief~~a ~~Operating~~further ~~Officer~~issuance to Plateau Ventures LLC (“~~COO~~Plateau Ventures”) of on300,000 ashares ~~consultancy~~of ~~basis.~~Common ~~Pursuant~~Stock pursuant to ~~Mr.~~the ~~Murray’s~~following ~~appointment as~~schedule: ~~COO~~100,000 ~~and~~shares aof ~~director~~Common ofStock upon the ~~Board,~~effective date of the ~~Company~~Assignment ~~and~~Agreement, ~~Mr.~~100,000 ~~Murray~~shares ~~entered~~of ~~into~~Common aStock ~~consulting~~ninety ~~agreement~~(90) days following the effective asdate of ~~August~~the ~~20,~~Assignment Agreement ~~2018.~~and ~~See~~a ~~Item~~final ~~5.02~~100,000 ~~filed~~shares onof ~~form~~Common ~~8-K~~Stock ~~filed~~one ~~August~~hundred ~~23,~~and ~~2018~~eighty ~~for~~(180) ~~more~~days ~~details~~following the effective date of the Assignment Agreement.

The ~~company~~leases ~~maintains~~and ~~its~~concessions ~~statutory~~for ~~resident~~the ~~agent~~Railroad Valley Property were officially transferred into the Company’s ~~office~~name aton ~~1859~~October ~~Whitney~~5, 2018 ~~Mesa~~by ~~Drive,~~the ~~Henderson,~~Bureau ~~Nevada~~of Land Management, ~~89014~~a ~~and~~federal ~~its~~agency ~~business office~~within isthe ~~located~~United atStates ~~2831~~Department Stof ~~Rose~~the ~~Parkway~~Interior (“BLM”). Following such name transfer, ~~Suite~~the Company currently has a 100% working interest in 200, ~~Henderson~~placer claims in Railroad Valley, NVNevada, an ~~89052~~area the Company believes to be a highly prospective green-fields lithium brine target in the heart of the Basin and Range geologic province. The ~~company’s~~staked ~~office~~claims ~~telephone~~cover ~~number~~approximately is4,000 acres (~~702~~or approximately 1,619 hectares) over a large portion of ~~889-3369~~Railroad Valley’s dry lakebed (playa).

~~The~~Additionally, ~~company~~the isAssignment ~~authorized~~Agreement toprovides ~~issue~~Plateau upVentures towith ~~200,000,000~~a ~~shares~~2% ofroyalty ~~Common~~on ~~Stock~~revenues ~~with~~derived afrom ~~par~~the ~~value~~sale of $0lithium concentrate and other ores extracted from the property.~~0001~~ ~~per~~The ~~share,~~Company shall have the right to buy 50% of ~~which~~the ~~76,183,855~~royalty amount at any time for ~~shares~~$2 ofmillion ~~Common~~from ~~Stock~~Plateau ~~are~~Ventures. ~~currently~~Such ~~issued~~payment ~~and~~will ~~outstanding~~be aspaid atin ~~March~~90 ~~15,~~day ~~2019.~~intervals ~~The~~upon ~~Company’s~~completion ~~common~~of ~~shares~~an ~~are~~inferred ~~listed~~resource calculation that confirms the presence on the ~~OTCQB~~property ~~under~~of a minimum 500,000 tons of lithium carbonate equivalent grading no lower than 40 parts per million (or ppm) lithium grade average on the ~~symbol~~subject ~~“BEAG”~~properties.

~~The~~August ~~company~~2018 ~~has~~Stock ~~not~~Purchase ~~been~~Agreement involved in any bankruptcy, receivership or similar proceedings. There have been no material reclassifications, merger consolidations or purchase or sale of a significant amount of assets not in the ordinary course of the company’s business.

On August 14, 2018, Rami Tabet (“Tabet”), the Company’s previous controlling stockholder and Chief Executive Officer, and Rupert Ireland (“Ireland”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), which provided for the sale by Tabet to Ireland of 40,000,000 shares (the “Shares”) of Common Stock for a purchase price of $100,000. The transfer of the Shares to Ireland was effective on August 14, 2018. Upon his acquisition of the Shares, Ireland became the holder of a majority of the outstanding shares of Common Stock and the Chief Executive Officer, which is sufficient ownership to give him the power to elect all of the members of our Board of Directors (the “Board”). Tabet owned no shares of Common Stock immediately after giving effect to the sale of the Shares to Ireland. Mr. Tabet resigned his positions with the Company upon consummation of the Stock Purchase Agreement.

April 2019 Agreement with RangeFront Geological

On April 22, 2019, the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with Rangefront Consulting, LLC, DBA Rangefront Geological (“Rangefront Geological”), a geology and exploration company based in Elko, Nevada, to purchase a 100% working interest in 50 mineral claims covering 1,000 acres in the Railroad Valley region in the State of Nevada with an option to acquire an additional 26 mineral claims comprising of 520 acres in the Railroad Valley region in the State of Nevada. The parties agreed on a purchase price for the 50 mineral claims by the Company issuing and delivering to Rangefront Geological 200,000 restricted shares in Common Stock. The agreed purchase price for the additional 26 mineral claims will be a further issuance and delivery of 100,000 restricted shares in Common Stock, which was issued and delivered on May 14, 2019.

As part of the Purchase and Sale Agreement, the Company also agreed to pay the following (which were all paid during the period ended July 31, 2019:

	a)	County fees of approximately $2,250, within 90 days of the Agreement
	b)	BLM fees of approximately $10,600, within 90 days of the Agreement
	c)	Transfer fees of approximately $1,000, upon payment of BLM fees
	d)	Staking fees of $7,500, within 15 days of the Agreement

Moreover, the Company agreed that RangeFront Geological shall be entitled to a royalty equal to 1.0% of revenues derived from the sale of lithium concentrate and other ores extracted from the subject properties. The Company also has the right to buy back 50% of the royalty amount from RangeFront at any time for $1,000,000. The Company also agreed to pay RangeFront $1,000,000 upon completion of an inferred resource calculation that confirms the presence of a minimum 700,000 tons of lithium carbonate equivalent grading no lower than a 40 ppm grade average of lithium on the subject properties.

Subsequently, on May 14, 2019, pursuant to the Purchase and Sale Agreement, the Company issued 200,000 restricted shares of Common Stock to RangeFront Geological in full payment for the 50 mineral claims. Additionally, on June 11, 2019, the Company exercised its option to purchase the additional 26 mineral claims pursuant to the Purchase and Sale Agreement and paid RangeFront Geological an additional $7,500 and on June 14, 2019, the Company also issued an additional 100,000 shares of restricted Common Stock to RangeFront Geological for the acquisition of such mineral claims.

The Company also entered into a work program with RangeFront on June 8, 2019 whereby the Company advanced $10,000 deposit to commence Phase 1 work on the Railroad Valley 5,520 acres property. The total cost for Phase 1 is $57,800. Upon delivery of the summary report for the Phase 1 work, the Company agreed to issue RangeFront 50,000 restricted shares of Common Stock.

As of the date of this Report, the Company’s total land package in the Railroad Valley region in the State of Nevada is approximately 5,520 acres (approximately 2,223 hectares).

From September 2018 to March 2019, the Company commenced its baseline soil-sampling program and engaged Tekhne Research Inc. (“Tekhne Research”) to compile a report detailing the nature and geological background of the Railroad Valley Property. Upon receiving the report, the Company initiated its long term plan to build its database from the services of Geologix Technologies Inc., a company experienced in the digitization of well and seismic data and the construction of technical/corporate databases. During 2019, the Company has continued surface soil and water sampling programs and has initiated a work program developed by Company management based on the Tekhne Research report.

Railroad Valley Project

The Railroad Valley ~~property~~properties covers 4an aggregate of 5,~~000~~520 acres within Railroad Valley, Nevada, approximately 100 miles northeast of Tonopah, Nye County, Nevada and can be accessed directly from US Route 6. Railroad Valley ~~is one of the largest trapped drainage basins in North America and~~ was first identified as lithium rich by the US Geological Survey with the potential to host lithium bearing brines in its ~~extensive~~ subterranean aquifers beneath the valley floor. The property is situated in the Great Basin physiographic province of the Basin and Range tectonic province. North-south trending mountain ranges and intramontane basins often with playas characterize the area. Elevations in the Railroad Valley playa range from 4,725 to 4,760 ~~ft,~~feet. ~~the~~The highstand shoreline of the southeast side of Railroad Valley Lake at Heath Canyon is 4,860 ft feet. The rugged Grant and Quinn Ranges forms the eastern margin of the valley and rises to 10,945 ftfeet ~~ASL~~above sea level at Troy Peak, while the undulant Pancake Range west of the valley reaches 6,260 ftfeet ~~ASL~~above sea level on Hwy 6.

The Railroad Valley basin is a green-fields lithium target believed to be an analogue to Clayton Valley, about 124 miles to the west-southwest. Both are typical arid, closed basins with no water outflow and a common stratigraphic history of pluvial and arid climate variations. Railroad Valley hosts a larger playa, larger catchment area, and deeper basin fill than Clayton Valley. Similar graben fault structures active into ~~Holocene~~modern ~~time~~times occur in both settings which suggest the potential for tectonic isolation of potential brine aquifers to retain brines. Surface reconnaissance soil sampling on nearby properties have returned samples of up to 275 ppm ~~Lithium.~~of ~~Similar~~lithium. Similar values occur in the brine at the Albemarle Silver Peak lithium mine.

The Railroad Valley property is accessible from Ely, Nevada by traveling approximately 48 miles SWsouthwest on US ~~Hwy~~Highway 6 toward Tonopah. A well-marked turnoff to the southeast just inside the Railroad Valley leads to a well-maintained gravel road, ~~constructed~~which was constructed for oil extraction and ranch access along the east margin of the Railroad Valley basin ~~provide~~and provides access west of ~~SRRV~~Southern ~~property~~Railroad Valley, Nevada. A former oilfield access gravel road heads a few miles NWnorthwest to the eastern side of the property. The total distance to the property form Ely is approximately 68 miles.

During the period ended ~~December~~April 3130, ~~2018~~2019, the Company conducted baseline surface soil samples, rock samples and water samples located ~~within~~ within the property on four separate occasions. Each of the teams have been lead by experienced field geologists to optimize operational data gathering and to ensure safe and efficient program delivery. A total of 7065 sets of soil samples, 10 rock samples and 710 water samples have been analyzed. As a result, the Company has initiated ~~its~~a ~~recommended~~ work program ~~from~~developed ~~the~~by ~~positive~~Company ~~technical~~management ~~report~~based ~~from~~on the findings in the Tekhne Research report. The ~~recommended~~Company’s work program is comprised of two phases. The first phase is the collation of relevant available data in both Railroad Valley and Clayton Valley to build a propriety database with associated exclusive geographical information system (or GIS) or 3D maps and subsequent interpretation. The Company has engaged Geologix Technologies of Houston as its strategic technology partner to provide the Company with cutting edge digitized databases and mapping. The second phase will focus on drilling to test targets defined in phase one. The Company will be using diamond drilling for physical properties and geology to provide better quality core details. In concert, the technical team will compile data for the GIS database, including geophysics, oil drilling and aerial images to provide a regional structural analysis.

Geologix Technologies will provide a secure cloud database constructed with an asset focused, ~~geological~~GIS ~~information~~compliant ~~system~~framework ~~(GIS)~~which ~~compliant~~will be utilized ~~framework~~to more accurately determine the optimal area to initiate boreholes. The database is currently being populated with data available in historical public records, oil and water well records, seismic date, remote sensing data, digital elevation models, ~~lithological~~and lithological and geological maps. The database will be utilized to produce ~~propriety~~ proprietary surface, sub-surface and GIS maps. The Company’s database and proprietary maps will be used to optimize a shallow borehole drilling program in ~~Phase~~phase two. In addition, the database will help find probable properties in the Railroad Valley neighboring target areas and possibly identify suitable lithium properties.

The ~~recommended~~Company’s work program for the Railroad Valley property consists of the following goals within each phase, with a budget of approximately $950,000, exclusive of contingency ~~allowance~~ allowances and any applicable taxes:

Phase 1

1. Collect and synthesize existing oil field data (seismic, gravity and drill logs) 2. Audio-magnetotellurics (or AMT) surveys 3. Sample playa soils 4. Sample analysis 5. Geology, field supervision and support, reports and data analysis

~~2. AMT surveys~~16

3. Sample playa soils

4. Sample analysis

5. Geology, field supervision and support, reports and data analysis

Phase 2

1. Re-open and sample five nearby wells 2. Diamond drilling 3. Water samples 4. Geology, field supervision and support, reports and data analysis

2. Diamond drilling

3. Water samples

4. Geology, field supervision and support, reports and data analysis

RESULTS OF OPERATIONS

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Results of Operations for the Three ~~and Nine months~~ period ended ~~January~~July 31, 2019

	For the three months						~~For the nine months~~
	ended January 31,						ended January 31,
	ended July 31,
	2019			2018			~~2019~~			~~2018~~
OPERATING EXPENSES
Amortization	$	592		$	-		$	~~987~~		$	-
Consulting fees		-			-250			~~76,250~~			-
Management fees		33,600			-			~~182,550~~			-
General & administrative expenses		12,952			4,500			38,004			8,564
Rent		518			-
Marketing and promotional expenses		2,654			-			81,527			-
General & administrative expenses		9,380			6,675
Mineral exploration expenses		34,742			-			67,242			-
Marketing and promotional expenses		4,010			-
Professional fees		16,450			2,175			36,762			8,225
Mineral exploration expenses		10,555			-
TOTAL EXPENSES		100,990			6,675			483,332			16,789
Professional fees		20,250			2,725
OPERATING LOSS	$	(100,990	)	$	(6,675	)	$	(483,332	)	$	(16,789	)
TOTAL EXPENSES		78,905			9,650
OTHER EXPENSES
OPERATING LOSS	$	(78,905	)	$	(9,650	)
Interest on loans		5,081			4,064			14,159			10,122
OTHER EXPENSES
NET INCOME/(LOSS)	$	(106,071	)	$	(10,739	)	$	(497,481	)	$	(26,911	)
Interest on loans		6,416			4,539
Net loss per share, basic and diluted	$	(0.0014	)	$	(0.0001	)	$	(0.007	)	$	(0.0004	)
		6,416			4,539
Weighted average common shares outstanding basic and diluted		75,166,537			75,000,000			75,673,607			75,000,000
NET INCOME/(LOSS)	$	(85,321	)	$	(14,189	)

Three Months Period Ended ~~January~~July 31, 2019

Net Loss. During the three months period ended ~~January~~July 31, 2019, the Company had a net loss of $~~106~~85,~~071~~321 as compared to the same ~~period~~ period for the prior fiscal period of $1014,~~739~~189 net loss. The ~~increase~~increased loss of $9571,~~332~~132 was primarily due to losses relating to amortization, consulting fees, management fees, general & administrative expenses, marketing and promotional expenses, mineral exploration expenses, professional fees and interest on loans. This was due to the new business activities of the Company which include operational costs relating to the start of exploratory activities, management services, start-up costs, marketing and promotional expenses and maintaining mineral rights.

1617

~~The~~Operating ~~weighted~~Expenses. ~~average~~The ~~number~~Company’s ofoperating ~~shares~~expenses ~~outstanding~~during ~~was 75,166,537 for~~ the three months period ended ~~January~~July 31, 2019 ~~and~~were 75$78,~~000,000~~905 compared to $9,650 for the ~~three~~same ~~months~~ period ended ~~January~~July 31, 2018. The increase of $69,255 which was primarily due to the increase in the Company’s operations relating corporate management fees of $33,600, professional fees of $20,250, marketing and promotional expenses of $4,010, and general and administrative expenses of $9,380. The Company has commenced preliminary exploratory activities and incurred expenditures of $10,555 which included site visits and commencement of a work program at the mineral properties.

Operating Expenses. The Company’s operating expenses during the three months period ended January 31, 2019 were $100,990 compared to $6,675 for the same period ended January 31, 2018. The increase of $94,315 which was primarily due to the increase in the Company’s operations relating corporate management fees of $33,600, professional fees of $16,450, marketing and promotional expenses of $2,654, and general and administrative expenses of $12,952. The Company has commenced preliminary exploratory activities and incurred expenditures of $34,742 which included site visits and work at the mineral properties.

Nine Months Period Ended January 31, 2019

Net Loss. During the nine months period ended January 31, 2019, the Company had a net loss of $497,481 or $ (0.007) per share. The loss was primarily due to losses relating to amortization, consulting fees, management fees, general & administrative expenses, marketing and promotional expenses, mineral exploration expenses, professional fees and interest on loans, compared to the same period for the prior fiscal period when the Company had a net loss of $26,911 or $(0.0004) per share, which was primarily due to general & administrative expenses, professional fees and interest on loans.

The weighted average number of shares outstanding was 75,673,607 for the nine months period ended January 31, 2019 and 75,000,000 for the nine months period ended January 31, 2018.

Operating Expenses. The Company’s operating expenses during the nine months period ended January 31, 2019 were $483,332 compared to $16,789 for the same period ended January 31, 2018. The increase of $466,533 which was primarily due to the increase in the Company’s operations relating to shares issued to consultants for their services of $76,000, shares issued to corporate management of $118,750, corporate management fees of $63,800, professional fees of $36,762, marketing and promotional expenses of $81,527, mineral exploration expenses of $67,242, and general and administrative expenses of $38,004.

LIQUIDITY AND CAPITAL RESOURCES

~~Nine~~Three Months Period Ended ~~January~~July 31, 2019

As at ~~January~~July 31, 2019, our current assets were $105,~~498~~484 compared to $158,~~618~~302 as of April 30, ~~2018~~2019. As of ~~January~~July 31, 2019, our current ~~liabilities~~ liabilities were $~~326~~514,~~817~~331 compared to $~~210~~396,~~910~~323 at April 30, ~~2018~~2019. Current liabilities as of ~~January~~July 31, 2019 were comprised of $~~152~~281,~~800~~050 in loans payable, $50,000 in convertible notes payable and $~~124~~55,~~017~~313 in accounts payable and accrued liabilities. The Company also owe our officers and directors of $61,824 for management fees and out of pocket expenses. The Company had working capital deficiency of $~~316~~508,~~319~~847 as of ~~January~~July 31, 2019 compared to working capital deficiency of $~~195~~388,~~292~~021 as of April 30, ~~2018~~2019.

During the ~~nine~~three months ended ~~January~~July 31, 2019, the Company ~~received~~issued ~~net~~300,000 ~~proceeds~~shares for the acquisition of ~~$189,975~~76 ~~from~~additional ~~private~~mineral ~~placement~~properties pursuant ~~subscriptions~~to an agreement with RangeFront Geological dated April 22, 2019. As a result, stockholders’ equity ~~(deficit)~~ increased from $~~(195~~246,~~292)~~657 as of April 30, ~~2018~~2019 to $~~244~~455,~~952~~336 as of ~~January~~July 31, 2019.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the ~~nine~~three months period ended ~~January~~July 31, 2019, net cash ~~flow~~ flow used in operating activities were $(~~241~~69,~~837~~221) consisting of a net loss of $~~497~~85,~~481~~321, an increase in accounts payable and accrued ~~interest~~ interest of $6413,~~407~~008, and a $42,500 ~~decrease~~increase in prepaid expenses. For the ~~nine~~three months period ended ~~January~~July 31, 2018, net cash flow used in operating activities were $(409,~~024~~524). ~~During January 31, 2019, non-cash adjustments to reconcile net income used in operating activities include $194,750 for shares issued for consulting and management services.~~

Cash Flows from Financing Activities

We have financed our operations primarily from either the issuance of our shares of common stock under private placements or from loans. In the nine months period ended January 31, 2019, we received $189,975 in Common Stock subscription proceeds, $39,000 relating to shareholder loans and $12,500 in proceeds from notes payable. In the comparative period for fiscal 2018, we generated $6,961 in proceeds relating to shareholder loans and $50,000 in proceeds from notes payable.

Cash Flows from Investing Activities

We have spent $936,~~258~~097 toand ~~develop~~issued ~~our~~300,000 ~~website~~common ~~and~~shares ~~infrastructure~~valued ~~during~~at $294,000 for the ~~nine~~acquisition ~~months~~costs ~~period~~of ~~ended~~the ~~January~~additional ~~31,~~76 ~~2019~~mineral claims. asThere ~~compared~~were ~~to $5,000~~no activities for the same ~~time~~comparative period for ~~the prior for~~ fiscal ~~period in~~ 2018.

Cash Flows from Financing Activities

We have financed our operations primarily from either the issuance of our shares of common stock under private placements or from loans. In the three months period ended July 31, 2019, we received $105,000 relating to note payable proceeds. In the comparative period for fiscal 2018, we generated $nil in proceeds relating to note payable loans.

PLAN OF OPERATION AND FUNDING

InWe ~~order~~anticipate tothat ~~evaluate~~our ~~the~~cash ~~lithium~~expenses ~~resource~~will ~~potential~~increase ofover the ~~Railroad~~next ~~Valley~~12 ~~Property,~~months. During the ~~company,~~next ~~plans~~12 tomonths ~~develop~~management aplans ~~technical~~on ~~database~~commencing ~~using~~a ~~cloud~~drill ~~geographic~~program ~~information~~that ~~system~~is ~~(“GIS”)~~estimated ~~technology~~to ~~populated~~cost by$950,000 ~~publicly~~exclusive ~~available~~of ~~geological,~~contingency ~~oil~~allowance ~~well, water~~and ~~well~~applicable taxes. The Company has minimal finances and ~~seismic~~accordingly ~~data.~~there ~~This~~is ~~database~~no assurance that it will be ~~used~~able to ~~produce~~seek ~~proprietary~~funding ~~surface,~~to ~~subsurface~~start ~~and~~its ~~GIS~~exploration ~~maps~~work program. ~~Additional technical~~Management ~~studies~~anticipates ~~addressing~~that 3Dthe ~~mapping~~Company ~~enhancement,~~will ~~age~~have ~~dating,~~to ~~source~~complete ~~migration,~~additional ~~burial~~financings ~~history,~~to ~~glacial~~maintain ~~rebound,~~its ~~x-ray~~current ~~diffraction~~properties and ~~grain~~ ~~size~~to ~~will~~commence ~~help~~the Company’s ~~fine~~work ~~tune~~program for the ~~database~~Railroad Valley Property. ATo ~~budget~~date, the Company has not entered into any new agreements for the acquisition of ~~$350~~any interest in a new property. Further,~~000~~ ~~will~~the beCompany ~~required~~has no arrangements for ~~personnel,~~any ~~third~~financing ~~party~~required ~~consultancy~~to ~~fees~~fund ~~and~~our ~~software~~continued ~~programs~~operations or the acquisition of any interest in a new property in the future. There is no assurance that it will be able to raise the financing necessary to complete ~~these~~exploration ~~tasks~~of bythe current properties. Based on the ~~end~~Company’s offinancial position, ~~October~~there ~~2019~~is no assurance that the Company will be able to continue its business operations.

The technical database development is planned to take place in parallel to work programs and is designed to fill technical data gaps and move the Railroad Valley understandings towards defensible resource estimates. Baseline surface sampling has already been conducted at the property in Railroad Valley and the Company’s operations team has commenced field mapping, environmental impact assessments, shallow surface borehole planning, drilling and evaluation, seismic acquisition program planning, 2D/3D seismic execution phase, processing and interpretation. We project that a budget of $800,000 will be required for personnel, third party consultancy fees and equipment to complete these objectives by the end of December 2019.

As the data gaps are filled and resource potential quantified, we are planning for deeper borehole drilling, production borehole drilling and surface production pond/equipment construction. Environmental Impact Studies and permissions will be updated to reflect planning requirements. The planning process is anticipated to require $250,000 and the execution phases is anticipated to require $5,000,000 to be ideally completed in December 2020.

We estimate that the company will require approximately $6,400,000 to conduct the full exploration program over a two-year period, which will be used to pay for prospecting and geological mapping, airborne surveys, lodging and food for workers, transportation of workers to and from the work sites, fuel, pick-up truck rentals, assays, drilling, equipment rental, additional claim staking and supervision.

Our officers and directors have agreed to pay all costs and expenses of having the Company comply with the federal and state securities laws (associated with being a public company) should the Company be unable to do so. We estimate that these costs will be approximately $20,000 per year. Our officers and directors have also agreed to pay the other expenses of the Company, excluding those direct costs and expenses of data gathering and mineral exploration, should the Company be unable to do so. To implement our business plan, we will need to secure financing for our business development. We have no source of funding at this time and, to date, have largely relied on private placement issuances of our Common Stock and debt for our operations. If we are unable to raise additional funds to implement our business plan and satisfy our reporting obligations, there is a risk the company may be unable to continue as a going concern and/or that investors will no longer have access to current financial and other information about our business affairs. Additional funding to implement our full business plan or a partial exploration program will depend upon our ability to secure loans or obtain either private or public financing. We have had some preliminary negotiations for funding that have been unsuccessful and we currently have not undertaken any further negotiations. There is no assurance that we will be able to obtain such funding on any terms or terms acceptable to us and if adequate funds are not secured in a timely fashion, then there is a substantial risk that the Company will be unable to implement its business plan and/or continue as a going concern, which could lead to significant diminution in the value of the Company or the failure of our business.

In addition, management anticipates incurring the following expenses during the next 12 month period:

	●	Management anticipates spending approximately $25,000 in ongoing general and administrative expenses per month for the next 12 months, for a total anticipated expenditure of $300,000 over the next 12 months. The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to the Company’s regulatory filings throughout the year, as well as transfer agent fees, annual mineral claim fees and general office expenses.

	●	Management anticipates spending approximately $50,000 in complying with the Company’s obligations as a reporting company under the Securities Exchange Act of 1934, as amended. These expenses will consist primarily of professional fees relating to the preparation of the Company’s financial statements and completing its annual report, quarterly report, and current report filings with the SEC as well as maintaining an OTCQB listing.

As at July 31, 2019, the Company had cash of $151 and a working capital deficit of $508,847. Accordingly, the Company will require additional financing in the amount of $350,000 in order to fund its obligations as a reporting company under the Securities Act of 1934, as amended (the “Act”), and its general and administrative expenses for the next 12 months.

During the 12 month period following the date of this annual report, management anticipates that the Company will not generate any revenue. Accordingly, the Company will be required to obtain additional financing in order to continue its plan of operations. Management believes that debt financing will not be an alternative for funding the Company’s plan of operations as it does not have tangible assets to secure any debt financing. Rather, management anticipates that additional funding will be in the form of equity financing from the sale of the Company’s Common Stock. However, the Company does not have any financing arranged and cannot provide investors with any assurance that it will be able to raise sufficient funding from the sale of its Common Stock to fund its plan of operations. In the absence of such financing, the Company will not be able to commence its exploratory work program and its business plan will fail. Even if the Company is successful in obtaining equity financing and acquire an interest in a new property, additional exploration property will be required before a determination as to whether commercially exploitable mineralization or quantities of oil or gas present. If the Company does not continue to obtain additional financing, it will be forced to abandon its business and plan of operations.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this report, we do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material.

RISKS

The Company’s financial risks arising from its financial instruments are credit risk, liquidity risk, interest rate risk and foreign exchange rate risk. The Company’s exposure to these risks and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

Credit risk

Credit risk is the risk of potential loss to the Company if the counter party to a financial instrument fails to meet is contractual obligations. The credit risk of the Company is associated with cash and cash equivalents and restricted cash. Management does not expect these counterparts to fail to meet their obligations.

Liquidity risk

Liquidity risk is the risk that the Company will not meet its obligations associated with its financial liabilities as they fall due. The Company performs cash flow forecasting for each fiscal year to ensure there is sufficient cash available to fund its projects and operations. As at ~~January~~July 31, 2019, the Company had a cash and cash equivalent balance of $~~10,498~~151 and current liabilities of $~~326~~514,~~817~~331. The Company’s financial liabilities include trade and other payables which have contractual maturities of 30 days or are due on demand or notes due within a year. At present, the Company’s operations do not generate cash flow. The Company’s primary source of funding has been the issuance of equity securities through private placements and notes payable. Despite previous success in completing these financings, there is no guarantee of obtaining future financings.

Interest rate risk

Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in the market interest rates. The Company is currently not exposed to interest rate risk.

Foreign exchange rate risk

Foreign exchange rate risk is the risk that fair value or future cash flows of financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s functional currency is the United States dollar and major purchases are transacted in United States dollars. The Company funds certain operations, exploration and administrative expenses in Canadian dollars, Euros and UK Pounds Sterling by paying expenditures from its United States bank account. The foreign exchange rate risks on these payments are not considered significant due to the small value of the transactions. The Company does not hedge its foreign exchange risk.

OPERATION RISK AND UNCERTAINTIES

Operating hazards and risks

Mineral exploration involves many risks. The operation in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, any of which could result in work stoppage and damage to persons or property or the environment and possible legal liability for any and all damage. Fires, power outages, labor disruptions, flooding, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are some of the risks involved in the conduct of exploration programs.

Environmental Factors

The Company currently conducts exploration activities in the State of Nevada. Such activities are subject to various laws, rules and regulations governing the protection of the environment. Such legislation imposes rigorous standards on the mining industry to reduce or eliminate the effects of waste generated by extraction and processing operations and subsequently deposited on the ground or emitted into the air or in the water.

All phases of the Company’s operations are subject to environmental regulation in the jurisdiction in which it operates. Environmental legislation is evolving in a manner which requires stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed properties and a heightened degree of responsibility for the companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. The cost of compliance with changes in governmental regulations has the potential to preclude entirely the economic development of a property.

The Company is able to conduct its exploration within the provisions of the applicable environmental legislation without undue constraint on its ability to carry on efficient operations. The estimated annual cost of environmental compliance for all properties held by the Company in the exploration stage is minimal and pertains primarily to carrying out diamond drilling, trenching or stripping. Environmental hazards may exist on the Company’s properties, which hazards are unknown to the Company at present, which have been caused by previous or existing owners or operators of the properties.

Governmental Regulation

Exploration activities on the Company’s properties are affected to varying degrees by government regulations relating to such matters as environmental protection, health, safety and labor; mining law reform; restrictions on production, price controls and tax increases; maintenance of claims; tenure; and expropriation of property. There is no assurance that future changes in such regulation, if any, will not adversely affect the Company’s operations. Changes in such regulation could result in additional expenses and capital expenditures, restrictions on the availability of capital, competition, reserve uncertainty, potential conflicts of interest, title risks, dilution and restrictions and delays in operations, the extent of which cannot be predicted.

The Company is at the exploration stage on all of its properties. Exploration on the Company’s properties requires responsible best exploration practices to comply with company policy, government regulations, maintenance of claims and tenure. All mining activities in Nevada, regardless of the private or public status of the land which they occurs, are regulated through the Nevada Division of Environmental Protection’s (NDEP) Bureau of Mining Regulation and Reclamation (MBRR). The Bureau administers the State mining laws and mine-related environmental permits. It is composed of three technical branches: Regulation, Closure and Reclamation, all of which protects the waters of the State under the Water Pollution Control regulations. The Regulation Branch provides permitting and inspections; the Closure Branch works with facilities at the cessation of operations to ensure that all components are left chemically stable for the long term, and that the activities will not degrade waters of the State; and the Reclamation Branch regulates exploration and mining operations for permits to explore and mine to reclaim the disturbance created to a safe condition post mining land use.

If any of the Company’s projects are advanced to the development stage, those operations will also be subject to various laws and regulations concerning development, production, taxes, labor standards, environmental protection, mine safety and other matters.

Additional funding requirements

Further exploration on and any development of the Company’s projects will require additional resources and funding. The Company currently does not have sufficient funds to fully explore and develop these projects. In addition, any positive production decision, if achieved, would require significant funding for project engineering and construction. Accordingly, the continuing development of the Company’s properties will depend upon the Company’s ability to obtain financing through debt financing, equity financing, joint venture projects or other means. There is no assurance that the Company will be successful in obtaining the required financing for these or other purposes, including for general working capital.

GOING CONCERN

The independent auditors’ report accompanying our audited April 30, ~~2018~~2019 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

The Company is an exploration stage company. Presently, the Company’s operations do not generate cash flow and its financial success is dependent on management’s ability to discover economically viable mineral deposits. The mineral exploration process can take many years and is subject to factors that are beyond the Company’s control. In order to continue as a going concern and to meet its corporate objectives, which primarily consist of exploration work on its mineral properties, the Company will require additional financing through debt or equity issuances or other available means. The Company had working capital deficiency of $~~316~~508,~~319~~847 as of ~~January~~July 31, 2019. Although the Company has been partially successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. As described under Plan of Operation and Funding above, Management believes it may have the opportunity to raise equity capital as required in the long term but recognizes there will be risks involved that may be beyond their control. The annual and interim financial statements do not include any adjustments to the recoverability and classification of reduced asset amounts and classification of liabilities that might be necessary should the Company be unable to continue operations. These adjustments could be material. The Company is not subject to material externally-imposed capital constraints.

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

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~January~~July 31, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the ~~nine~~three months period ended ~~January~~July 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On ~~November~~May 1614, ~~2018~~2019, pursuant to the ~~property~~purchase ~~lease~~and ~~assignment~~sale agreement, the Company issued ~~to the Lessor~~200, ~~100,~~000 common shares valued at $~~103~~174,000 to RangeFront Geological ($10.0387 per share) for 50 mineral properties.

On ~~November~~June 514, ~~2018~~2019, ~~the~~pursuant ~~Company~~to ~~entered~~the ~~into~~purchase aand ~~private~~sale ~~placement~~agreement, ~~with~~the aCompany ~~shareholder~~issued ~~to issue 38~~100,~~660~~000 common shares ~~for~~valued at $39120,~~975~~000 to RangeFront Geological ($1.20 per share) for additional 26 mineral properties.

On August 29, 2019, pursuant to the consulting agreement, the Company issued 125,000 common shares valued at $46,250 to the COO and director of the Company ($0.37 per share).

On September 11, 2019, pursuant to the consulting agreement, the Company issued 50,000 common shares valued at $19,000 to the advisor of the Company ($0.38 per share).

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits:

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act

31.2		Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.

101		Interactive data files pursuant to Rule 405 of Regulation S-T.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BLUE EAGLE LITHIUM INC.
Dated: March 15, 2019	By:	/s/ Rupert Ireland
Dated: September 13, 2019	By:	/s/ Rupert Ireland
		Rupert Ireland, President and Chief Executive Officer and Chief Financial Officer

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