UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC ~~D.C.~~ 20549

FORM 10-Q

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

For the quarterly period ended ~~January~~July 31, 2016

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

For the transition period from ~~_________to~~_____________________ ~~________~~to ______________________

Commission file ~~File Number~~number: 000-54493

DTS8 COFFEE COMPANY, LTD.

(Exact name of registrant as specified in its charter)

Nevada	~~80-0385523~~	80-0385523
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

~~World~~Suite 300 ~~Trade~~– ~~Center,~~1055 ~~999~~West ~~Canada~~Hastings ~~Place,~~Street

~~Suite 404~~Vancouver, British ~~Vancouver~~Columbia, ~~B.C.~~Canada ~~V6C~~V6E ~~3E2~~2E9

(Address of principal executive offices) (Zip Code)

+1 (604) 609-~~641-1228~~6163

(Registrant’s telephone number, including area code)

~~(Former name, former address and former fiscal year, if changed since last report)~~N/A

~~Indicate by check mark whether the registrant~~ (1)Former name ~~has filed all reports required to be filed by Section 13~~ or ~~15(d)~~former ~~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)~~address, ~~and~~if ~~(2)~~changed ~~has~~since ~~been~~last ~~subject to such filing requirements for the past 90 days.~~report)

~~Yes~~Securities registered ~~[x] No~~pursuant [to ]Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate website, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section ~~pursuant~~13 toor ~~Rule~~15(d) ~~405~~ of ~~Regulation~~the ~~S-T~~Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files)~~filing requirements for the past 90 days. Yes [ ] No [X]

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 [xX] No [ ]

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

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

~~Indicate~~Emerging bygrowth ~~check mark whether the registrant is a shell~~ company ~~(as defined in Rule 12b-2 of the Exchange Act).~~[X]

~~Yes~~If an ~~[ ] No~~emerging [Xgrowth 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. [ ]

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

~~Indicate~~APPLICABLE ONLY ~~the~~TO ~~number~~ISSUERS ofINVOLVED ~~shares~~IN ~~outstanding~~BANKRUPTCY ofPROCEEDINGS ~~each~~DURING ofTHE ~~the~~PRECEDING ~~issuer’s~~FIVE ~~classes of common stock as of the latest practicable date~~YEARS: ~~There were 49,594,832 shares outstanding of common stock of the registrant at March 16, 2016.~~

1Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

~~DTS8~~APPLICABLE ONLY ~~COFFEE~~TO ~~COMPANY,~~CORPORATE ~~LTD.~~ISSURS:

~~INDEX~~As of October 28, 2019, the registrant’s outstanding common stock consisted of 73,318,993 shares.

~~INDEX~~Table of Contents

	PART I – FINANCIAL INFORMATION	3

Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8

	PART II – OTHER INFORMATION	9

Item 1.	Legal Proceedings	9
Item 2.	Unregistered Sales of Equity Securities	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	9

PART I -– FINANCIAL INFORMATION

All references in this report to “we”, “us”, “our” and the “Company” are to DTS8 Coffee Company, Ltd., unless otherwise indicated.

All currency references in this report are to U.S. dollars unless otherwise indicated.

Forward-Looking Statements

This report contains forward-looking statements that involve risk and uncertainties. We use forward-looking statements that you can identify by words or terminology such as “may”, “should”, “could”, “predict”, “potential”, “continue”, “expect”, “anticipate”, “future”, “intend”, “plan”, “believe”, “estimate” and similar expressions (or the negative of these expressions). Except for historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. All statements other than statements of historical fact included in this report, including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section regarding our financial position, business strategy and other plans and objectives for future operations, and future product demand, supply, costs, marketing, transportation and pricing factors, are forward-looking statements. Actual results, levels of activity, performance, achievements and events may vary materially from those implied by the forward-looking statements.

Forward-looking statements are based on our current beliefs, expectations and assumptions. Any such statements should be considered in light of various risks and uncertainties that could cause results to differ materially from expectations, estimates or forecasts expressed. The various risks and uncertainties include, but are not limited to: changes in general economic conditions; changes in business conditions; fluctuations in consumer demand; the availability and costs of raw materials; increased competition; our lack of successful operating history; our history of continued losses; our inability to successfully implement our business plan; concentration of single product and sales; lack of significant industry experience; our inability to hire, train and retain qualified personnel; our inability to acquire customers; and natural disasters, adverse weather conditions, diseases, political and social instability in countries where we source raw materials. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto.

Except for our ongoing obligations to disclose material information under Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

ITEM 1

FINANCIAL STATEMENTS

ITEM 4

CONTROL AND PROCEDURES

ITEM 1A

RISK FACTORS

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3

DEFAULT UPON SENIOR SECURITIES

ITEM 4

MINE SAFETY DISCLOSURES

ITEM 5

OTHER INFORMATION

ITEM 6

EXHIBITS

SIGNATURES

PART I - FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

DTS8 COFFEE COMPANY, LTD.

CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~January~~JULY 31, 2016

Item 1. Financial Statements.

TABLE OF CONTENTS

FINANCIAL STATEMENTS
	Consolidated Balance Sheets as of January 31, 2016 (Unaudited), and April 30, 2015
	Consolidated Balance Sheets as of July 31, 2016 (Unaudited) and April 30, 2016	F-1
	Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended January 31, 2016, and 2015 (Unaudited)
	Consolidated Statements of Operations and Comprehensive Loss for the three months ended July 31, 2016 and 2015 (Unaudited)	F-2
	Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Nine Months Ended January 31, 2016 (Unaudited)
	Consolidated Statement of Changes in Stockholders’ Deficit for the three months ended July 31, 2016 (Unaudited)	F-3
	Consolidated Statements of Cash Flows for the Nine Months Ended January 31, 2016 and 2015 (Unaudited)
	Consolidated Statements of Cash Flows for the three months ended July 31, 2016 and 2015 (Unaudited)	F-4
	Notes to the Consolidated Financial Statements (Unaudited)	F-5

DTS8 COFFEE COMPANY, LTD.

CONSOLIDATED BALANCE SHEETS

		January 31, 2016 Unaudited		April 30, 2015
		July 31, 2016			April 30, 2016
ASSETS
Current assets
Cash and cash equivalents		$	1,251		$	7,275
Cash and cash equivalents	$	30,270	$	85,665
Prepaid expenses			23,385			525
Accounts receivable		50,600		78,551
TOTAL ASSETS			24,636			7,800
Prepaid expenses		3,692		9,004
LIABILITIES & SHAREHOLDERS’ DEFICIT
Inventories		7,136		58,150
Current liabilities
Total Current Assets		91,698		231,370
Accounts payable and accruals		$	39,257		$	78,952
Property, plant and equipment, net		50,286		54,907
Loans payable			167,713			-
TOTAL ASSETS	$	141,984	$	286,277
Convertible notes payable, net			75,176			258,000
LIABILITIES & SHAREHOLDERS’ EQUITY (DEFICIT)
Derivative liabilities			38,367			293,606
Current liabilities
Total Current Liabilities			320,513			630,558
Accounts payable and accruals	$	101,821	$	240,334
Loans payable		$	508,777		$	371,749
Convertible notes		115,500		54,000
Due to related parties			148,749			-
Derivative liabilities		453,265		-
Liabilities held for sale			-			126,305
Due to related parties		563,163		772,952
TOTAL LIABILITIES			978,039			1,128,612
Total Current Liabilities		1,233,749		1,067,286
STOCKHOLDERS’ DEFICIT
SHAREHOLDERS’ EQUITY (DEFICIT)
Common stock, 75,000,000 shares authorized, $0.001 par value; 58,928,163 and 52,336,499 shares issued and outstanding as of July 31, 2016 and April 30, 2016, respectively			58,928			52,336
Common stock, 75,000,000 shares authorized, $0.001 par value; 49,594,832 and 34,791,666 shares issued and outstanding as of January 31, 2016 and April 30, 2015, respectively		49,594		34,791
Additional paid in capital			8,460,392			8,294,622
Additional paid-in capital		8,028,775		7,057,409
Accumulated deficit			(9,472,723	)		(9,475,458	)
Accumulated deficit		(9,172,730)		(7,867,478)
Accumulated other comprehensive income (loss)			-			7,688
Accumulated other comprehensive loss		2,596		(5,731)
TOTAL STOCKHOLDERS’ DEFICIT			(953,403	)		(1,120,812	)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)		(1,091,765)		(781,009)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT		$	24,636		$	7,800
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY (DEFICIT)	$	141,984	$	286,277

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

4F-1

DTS8 COFFEE COMPANY, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

		Three Months Ended January 31, 2016 Unaudited		Three Months Ended January 31, 2015 Unaudited		Nine Months Ended January 31, 2016 Unaudited		Nine Months Ended January 31, 2015 Unaudited
		Three Months Ended July 31, 2016 Unaudited				Three Months Ended July 31, 2015 Unaudited
REVENUE
Sales	$	71,049	$	96,733	$	255,882	$	270,572
Cost of sales		52,903		66,540		176,729		175,890
Gross profit		18,146		30,193		79,153		94,682
OPERATING EXPENSES
Marketing expenses		8,242		5,940		24,222		19,775
General and administrative expenses			30,461				73,176
Loss on disposal of fixed assets		-		-		47		-
TOTAL OPERATING EXPENSES			30,461				73,176
General and administration expenses		114,238		125,039		872,793		615,164
LOSS FROM OPERATIONS			(30,461	)			(73,176	)
TOTAL OPERATING EXPENSES		122,480		130,979		897,062		634,939
Interest expense			40,647				1,087
LOSS FROM OPERATIONS		(104,334)		(100,786)		(817,909)		(540,257)
Change in fair value of derivative liabilities			(190,877	)			-
Interest expense		110,293		-		176,762		-
TOTAL OTHER INCOME (EXPENSES)			150,230				(1,087	)
Change in fair value of derivative liabilities		269,477		-		290,774		-
NET INCOME (LOSS) FROM CONTINUING OPERATIONS $			119,769				(74,263	)
Other expenses		131		-		19,807		-
NET LOSS ON DISCONTINUED OPERATIONS			(117,034	)			(4,566	)
TOTAL OTHER EXPENSES		379,901		-		487,343		-
NET INCOME (LOSS)		$	2,735			$	(78,829	)
NET LOSS	$	(484,235)	$	(100,786)	$	(1,305,252)	$	(540,257)
OTHER COMPREHENSIVE LOSS
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment			-				60
Foreign currency translation adjustments		4,570		(315)		8,327		(709)
		$	2,735			$	78,769
TOTAL COMPREHENSIVE LOSS	$	( 479,665)	$	(101,101)	$	( 1,296,925)	$	(540,966)
BASIC AND DILUTED NET LOSS PER COMMON SHARE $
BASIC AND DILUTED NET LOSS PER COMMON SHARE	$	(0.01)	$	(0.00)	$	(0.03)	$	(0.02)
From continuing operations		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		49,594,832		33,863,985		43,895,324		32,598,767
From discontinued operations		$	(0.00	)		$	-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED			58,239,952				35,661,231

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

5F-2

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

DTS8 COFFEE COMPANY, LTD.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

	Common Stock				Additional		Accumulated Other						Total
	Number of Shares		Amount		Paid-In Capital		Comprehensive Loss			Accumulated Deficit			Stockholders’ Deficit
Balance as of April 30, 2015		34,791,666	$	34,791	$	7,057,409	$	(5,731	)	$	(7,867,478	)	$	(781,009	)

Shares issued for cash		2,500,000		2,500		47,500		-			-			50,000
Shares issued for services		9,500,000		9,500		733,900		-			-			743,400
Share issued for the settlement of related party debt and payables		3,542,857		3,543		244,457		-			-			248,000
Conversion of convertible notes		2,001,976		2,002		79,158		-						81,160
Net loss for the year ended April 30, 2016		-		-		-		-			(1,607,980	)		(1,607,980	)
Foreign currency translation adjustments		-		-		-		13,419			-			13,419
Reclassification of derivative liabilities to additional paid-in capital		-		-		132,198		-			-			132,198
Balance as of April 30, 2016		52,336,499	$	52,336	$	8,294,622	$	7,688		$	(9,475,458	)	$	(1,120,812	)

Shares issued for services		1,000,000		1,000		27,000		-			-			28,000
Shares issued for the settlement of related party debt and payables		3,000,000		3,000		27,000								30,000
Conversion of convertible notes		2,591,664		2,592		47,408								50,000
Foreign currency translation adjustment from discontinued operations		-		-		-		(7,688	)		-			(7,688	)
Net income for the three months ended July 31, 2016		-		-		-		-			2,735			2,735
Reclassification of derivative liabilities to additional paid-in capital		-		-		64,362		-			-			64,362

Balance as of July 31, 2016		58,928,163	$	58,928	$	8,460,392	$	-		$	(9,472,723	)	$	(953,403	)

	Common Stock
	Number of Shares		Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Shareholders’ Equity (Deficit)
Balance as of April 30, 2015	34,791,666		34,791		7,057,409		(5,731)		(7,867,478)		(781,009)
Shares issued for cash	2,500,000		2,500		47,500		-		-		50,000
Shares issued for services	7,800,000		7,800		532,700		-		-		540,500
Shares issued for the settlement of related party debt and payables	3,542,857		3,543		244,457		-		-		248,000
Conversion of convertible notes	960,309		960		55,200		-		-		56,160
Foreign currency translation adjustments	-		-		-		8,327		-		8,327
Net loss	-		-		-		-		(1,305,252)		(1,305,252)
Reclassification of derivative liabilities to additional paid-in capital	-		-		91,509		-		-		91,509
Balance as of January 31, 2016 (Unaudited)	49,594,832	$	49,594	$	8,028,775	$	2,596	$	(9,172,730)	$	(1,091,765)

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

6F-3

DTS8 COFFEE COMPANY, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

		Nine Months Ended January 31, 2016 Unaudited		Nine Months Ended January 31, 2015 Unaudited
		Three Months Ended July 31, 2016 Unaudited			Three Months Ended July 31, 2015 Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,305,252)	$	(540,257)
Continuing Operations
Adjustments to reconcile net loss to net cash used in operating activities:
Net Income (loss) from continuing operations		$	119,769		$	(74,263	)
Depreciation		10,823		12,877
Adjustments to reconcile net loss to net cash used in continuing operating activities:
Amortization of debt discount		169,500		-
Change in fair value of derivative liabilities			(190,877	)		-
Loss on disposal of fixed assets		47		360
Financing costs			5,718			-
Change in fair value of derivative liabilities		290,774		-
Accrued interest on loans			6,995			-
Stock-based compensation		540,500		271,000
Shares issued for services			4,615			-
Changes in operating assets and liabilities:
Accounts receivable		23,600		523
Prepaid expenses			525			-
Prepaid expenses		4,897		(6,837)
Due to related parties			-			49,500
Inventories		48,994		(79,945)
Accounts payable and accruals			(39,695	)		(26,074	)
Due to related parties and shareholder		172,887		21,179
NET CASH USED IN CONTINUING OPERATING ACTIVITIES			(92,950	)		(50,837	)
Accounts payable and accruals		(125,139)		57,501
CASH FLOWS FROM CONTINUING FINANCING ACTIVITIES
NET CASH USED IN OPERATING ACTIVITIES		(168,369)		(263,599)
Shares issued for cash			-			50,000
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds (repayments) of convertible notes			(132,824	)		-
Purchase of property, plant and equipment		(9,997)		(175)
Proceeds (repayments) of related parties			28,500			(103,207	)
Proceeds from disposal of fixed assets		117		-
Proceeds from notes payable			191,250			-
Cash paid for investment in joint venture company		-		(5,000)
NET CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES			86,926			(53,207	)
NET CASH USED IN INVESTING ACTIVITIES		(9,880)		(5,175)
CASH FLOW FROM DISCONTINUED OPERATIONS
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by (used in) discontinued operating activities			(117,034	)		28,755
Shares issued for cash		50,000		279,500
Net cash provided by (used in) discontinued investing activities			117,034			120
Proceeds from convertible notes		200,000		-
NET CASH USED BY DISCONTINUED OPERATIONS			-			28,875
Repayment to related parties		(116,318)		-
NET INCREASE (DECREASE) IN CASH			(6,024	)		(75,169	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		133,682		279,500
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR			7,275			85,665
Effect of exchange rate changes on cash and cash equivalents		(10,828)		1,792
CASH AND CASH EQUIVALENTS AT END OF YEAR		$	1,251		$	10,496
NET INCREASE (DECREASE) IN CASH		(55,395)		12,518
SUPPLEMENTAL DISCLOSURES:
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		85,665		33,339
Non-cash investing and financing activities:
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	30,270	$	45,857
Shares issued for conversion of notes and accrued interests			50,000			-
SUPPLEMENTAL DISCLOSURES:
Shares issued for services			28,000			-
Cash paid for interest and income taxes:
Reclassification of derivative liabilities to additional paid-in capital			64,362			-
Income taxes paid	$	-	$	-
Interest paid	$	-	$	-
Non-cash investing and financing activities:
Payable investment in joint venture	$	-	$	107,800
Shares issued for conversion of notes and accrued interests		56,160		-
Shares issued for the settlement of related party debt and payables		248,000		-
Debt discount from derivative liabilities		254,000		-
Reclassification of derivative liabilities to additional paid-in capital		91,509		-

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

7F-4

DTS8 COFFEE COMPANY, LTD.

NOTES TO ~~THE~~ UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~JANUARY~~ JULY 31, 2016 AND 2015

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

DTS8 Coffee Company, Ltd. (the "“Company"”) was incorporated in the State of Nevada on March 27, 2009. ~~Effective~~under ~~January 22, 2013,~~ the ~~Company changed its~~ name ~~from~~ Berkeley Coffee & Tea, Inc. ~~to DTS8 Coffee Company, Ltd.~~ On April 30, 2012, the Company acquired ~~one hundred percent (~~100%) of the issued and outstanding capital stock of DTS8 Holdings Co., Ltd. (“DTS8 Holdings”), a corporation organized and existing ~~since June 2008~~ under the laws of Hong Kong, and which owns DTS8 Coffee (Shanghai) Co., Ltd. (“DTS8 Coffee”), a wholly owned foreign subsidiary entity (“WOFE”) corporation organized and existing ~~in Shanghai since January 19, 2009,~~ under the laws of the People’s Republic of China.

In March 2013, the Company established a 100% owned subsidiary of DTS8 Coffee called DTS8 Coffee (Huzhou) Co. Ltd. (“DTS8 Huzhou”) in Huzhou, Zhejiang Province, China~~, which is approximately a two hour drive from Shanghai~~. DTS8 Huzhou is a coffee roaster equipped with the standard procedures to ensure that it meets regulatory requirements for food safety and sanitation in China. Effective May 1, 2016, the Company disposed of its former wholly-owned subsidiaries in China and incurred a loss in the amount of $117,034 to the statement of operations and comprehensive loss.

~~DTS8 Holdings, through its subsidiaries DTS8 Coffee and DTS8 Huzhou, is a gourmet coffee roasting, marketing and wholesale distribution company.~~ The Company’s head office ~~and coffee storage facility~~ is located inat ~~Shanghai,~~Suite ~~China~~300, ~~and~~1055 ~~its~~West ~~coffee~~Hastings ~~roasting facility is located in Nanxun Town~~Street, ~~Huzhou~~Vancouver, ~~Zhejiang~~British ~~Province~~Columbia, ~~China. The Company is in the business of roasting~~Canada, ~~marketing~~V6E ~~and selling gourmet roasted coffee to customers in Shanghai and other parts of China~~2E9. ~~It sells gourmet roasted coffee under the “DTS8 Coffee” label and other labels through distribution channels that reach consumers at restaurants, multi-location coffee shops, and offices.~~

NOTE 2 – BASIS OF PRESENTATION

The accompanying interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for ~~interim~~annual financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X as promulgated by the Securities and Exchange Commission (the “SEC”). In the opinion of management, the financial statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the ~~periods~~years presented. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted as permitted by the rules and regulations of the United States Securities and Exchange Commission (“SEC”), although the Company believes that the disclosures contained in this report are adequate to make the information presented not misleading. The consolidated balance sheet information as of April 30, 2015 was derived from the consolidated audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended April 31, 2015. These consolidated financial statements should be read in conjunction with the annual consolidated audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2015, and other reports filed with the SEC.

The accompanying ~~unaudited~~ interim consolidated financial statements ~~reflect~~have ~~all~~been ~~adjustments~~prepared to present the consolidated statements of afinancial position, ~~normal~~the consolidated statements of operations and ~~recurring~~comprehensive ~~nature~~loss, ~~which~~consolidated ~~are,~~statements of changes in ~~the~~stockholders’ deficit ~~opinion~~and consolidated cash flows of ~~management~~the Company for the period ended July 31, ~~necessary~~2016, tofor ~~present~~inclusion ~~fairly~~in the ~~financial~~Company’s ~~position,~~Form 10-Q ~~results~~for purposes of ~~operations~~complying ~~and~~with ~~cash~~the ~~flows~~rules and regulations of the ~~Company~~SEC ~~for~~as ~~the~~required ~~interim~~by ~~periods~~Article ~~presented~~8 of Regulation S-X. The ~~results~~accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of ~~operations~~America ~~for~~(“US ~~these~~GAAP”) ~~periods~~using ~~are~~Company specific information where available and allocations and estimates where data is not ~~necessarily~~maintained ~~comparable~~on the Company specific basis within its books and records. Due to the allocations and estimates used to prepare the financial statements, orthey ~~indicative~~may ofnot reflect the financial position, cash flows and results of ~~any~~operations ~~other~~of the ~~interim~~Company ~~period~~in orthe ~~for~~future ~~the~~or ~~fiscal~~its ~~year~~operations, ~~taken~~cash asflows aand ~~whole~~financial position.

The preparation of financial statements in accordance with US GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues, goodwill impairment and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.

NOTE 3 – GOING CONCERN UNCERTAINTY

The accompanying interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of the business. The Company has disposed of the majority of its assets, incurred material losses from operations and has an accumulated deficit. At ~~January~~July 31, 2016, the Company had a working capital deficit of $1295,~~142,051~~877 in addition to limited cash, ~~limited~~no revenue and ~~unprofitable~~disposition of its operations. For the ~~nine~~three months ended ~~January~~ July 31, 2016, the Company sustained net losses and generated negative cash flows from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern ~~for a reasonable period of time~~. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and there is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms.

8F-5

~~contingent~~DTS8 COFFEE ~~upon~~COMPANY, ~~its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis~~LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2016 AND 2015

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to US GAAP and have been consistently applied in the preparation of the financial statements.

Basis of Preparation

The accompanying interim consolidated financial statements have been prepared to present the consolidated statements of financial position, the consolidated statements of operations and comprehensive loss, consolidated statements of changes in stockholders’ deficit and consolidated cash flows of the Company for the three months ended July 31, 2016, and have been prepared in accordance with US GAAP.

Basis of Consolidation

The accompanying interim consolidated financial statements include the accounts of the Company, ~~DTS8~~and ~~Holdings~~its ~~Co.,~~former ~~Ltd.,~~direct ~~DTS8~~and ~~Coffee~~indirect wholly-owned ~~(Shanghai)~~subsidiaries ~~Co.,~~DTS8 ~~Ltd.~~Holdings, ~~and~~ DTS8 Coffee and DTS8 (Huzhou) Co. ~~Ltd.~~ All significant inter-company transactions and balances were ~~have been~~ eliminated upon consolidation.

Use of Estimates

In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues, goodwill impairment and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, bank indebtedness and accounts receivable. During the period ended July 31, 2016, substantially all of the Company’s cash and cash equivalents were held by major financial institutions located in the United States of America, which management believes aren’t of high credit quality. With respect to accounts receivable, the Company extends credit based on an evaluation of the customer’s financial condition. The Company generally did not require collateral for accounts receivable and maintained an allowance for doubtful accounts of accounts receivable if necessary. As of July 31, 2016, the Company had no accounts receivable.

Cash and Cash Equivalents

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. As at July 31, 2016 and April 30, 2016, cash and cash equivalents consist of cash only.

Receivables and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at net realizable value and do not bear interest. The Company evaluates its allowance for doubtful accounts based upon knowledge of its customers and their compliance with credit terms. The evaluation process includes a review of customers’ accounts on a regular basis. The review process evaluates all account balances with amounts outstanding for more than 60 days and other specific amounts for which information obtained indicates that the balance may be uncollectible. As of July 31, 2016 and April 30, 2016, there was no allowance for doubtful accounts. Based on management’s best estimate of the amount of probable credit losses in accounts receivable. The Company does not have any off-balance-sheet credit exposure related to its customers. As of July 31, 2016, from the disposition of its operations during the year, the Company had no accounts receivable.

F-6

DTS8 COFFEE COMPANY, LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2016 AND 2015

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED…)

Inventories

Inventories are stated at the lower of cost or market. The cost for inventories is determined using the first-in, first-out method. The cost includes all expenditures incurred in bringing the goods to the point of sale and putting them in a sellable condition. In assessing the ultimate realization of inventories, management makes judgments as to future demand requirements compared to current or committed inventory levels. The Company estimates the demand requirements based on market conditions, forecasts prepared by its customers, sales contracts and orders in hand. In addition, the Company estimates net realizable value based on intended use, current market value and inventory aging analyses. The Company writes down inventories for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventories and their estimated market value based upon assumptions about future demand and market conditions. Inventories principally consist of green coffee beans, roasted coffee beans and packing supplies. As of July 31, 2016, from the disposition of its operations during the year, the Company had no inventory.

Property and Equipment

Property and equipment are recorded at cost. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation is provided on a straight-line basis over their estimated useful lives as set out below. Major remodels and improvements are capitalized. Maintenance and repairs that do not improve or extend the life of the respective assets are charged to expense as incurred. Upon sale or disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income.

	Useful life	Residue value
Machinery equipment	10 years		10%
Office equipment	5 years		10%
Production equipment	5 years		10%
Vehicles	4 years		10%
Leasehold Improvements	3 years		0%

Impairment of Long-Lived Assets

The Company accounts for impairment of property and equipment in accordance with Accounting Standards Codification (“ASC”) 360, “Accounting for Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of”, which requires the Company to evaluate a long-lived asset for recoverability when there is an event or circumstance that indicate the carrying value of the asset may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset or asset group is not recoverable (when carrying amount exceeds the gross, undiscounted cash flows from use and disposition) and is measured as the excess of the carrying amount over the asset’s (or asset group’s) fair value. There was no impairment of long-lived assets for the period ended July 31, 2016.

Fair Value of Financial Instruments

ASC 820 “Fair Value Measurements and Disclosures”, adopted January 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The Company’s financial instruments include cash and cash equivalents, current receivables and payables, and derivative liabilities. These financial instruments are measured at their respective fair values. The three levels are defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

The Company has determined that certain convertible notes covered by these financial statements qualifies as derivative financial instruments under the provisions of Financial Accounting Standards Board (“FASB”) ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”. See Note 713 for more details.

F-7

DTS8 COFFEE COMPANY, LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2016 AND 2015

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED…)

Estimating the fair value of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. The assumptions used to value the Company’s derivatives will have a direct effect on the fair values. In addition, valuation techniques are sensitive to changes in the trading market price of the Company’s common stock and its estimated volatility and interest rate changes and other variables or market conditions not within the Company’s control that can significantly affect management’s estimates of fair value and changes in fair value. Because derivative financial instruments are initially and subsequently carried at fair value, the Company’s net income may include significant charges or credits as these estimates and assumptions change.

The fair value of the derivative liabilities was determined using the Black-Scholes Model with any change in fair value during the period recorded in earnings as “Change in fair value of derivative liabilities”. Significant inputs used to calculate the fair value of the derivative liabilities include expected volatility, risk-free interest rate and dividend yield.

For cash, ~~and~~ cash equivalents, bank indebtedness, accounts receivables, prepaid expenses, and accounts payable and accruals, it is management’s opinion that the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available.

Management believes it is not practical to estimate the fair value of related party payables because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.

Revenue Recognition

The Company derives its revenue from the sale of roasted coffee. Revenue is recognized when persuasive evidence of an arrangement exists, delivery occurs, the sales price is fixed or determinable and collectability is reasonably assured. Coffees are considered delivered when title and risk have been transferred to the customer. Retail sales are recorded when payment is tendered at the point of sale. Wholesale sales are recorded upon delivery of coffee to the customers. In the People’s Republic of China, a value added tax (“VAT”) of 17% on invoiced amount is collected on behalf of tax authorities. Revenues represent the invoiced value of goods sold, net of VAT.

Advertising and Promotion Costs

Advertising and promotion costs are expensed as incurred. For the period ended July 31, 2016, the Company did not incur any advertising costs.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes pursuant to ASC 740 “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities.

Comprehensive Income

The Company has adopted ASC 220, “Reporting Comprehensive Income”, which requires inclusion of foreign currency translation adjustments, reported separately in its statement of stockholders’ equity, in other comprehensive income. During the periods presented, other comprehensive income includes cumulative translation adjustment from foreign currency translation.

F-8

DTS8 COFFEE COMPANY, LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2016 AND 2015

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED…)

Foreign Currency Translation

The Company’s functional and reporting currency is United States ~~Dollars~~dollars (“USD”). The functional currency of the Company’s former wholly-owned subsidiaries, DTS8 Coffee and DTS8 Huzhou, in the People’s Republic of China iswas Chinese currency Renminbi (“RMB”). Since RMB is not freely convertible into foreign currencies, all foreign exchange transactions involving RMB must take place either through the People’s Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange. The exchange rate adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC.

The Company maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods.

For financial reporting purposes, the financial statements of the Company’s former wholly-owned subsidiaries DTS8 Coffee and DTS8 Huzhou in the People’s Republic of China ~~are~~were maintained in RMB and translated into USD. Balance sheet accounts with the exception of equity ~~are~~were translated using the closing exchange rate in effect at the balance sheet date, income and expense accounts ~~are~~were translated using the average exchange rate prevailing during the reporting period and the equity accounts were stated at their historical exchange rate.

Adjustments resulting from the translation or RMB to USD are included in accumulated other comprehensive income (loss) in stockholders’ deficit.

The exchange rates used for foreign currency translation were as follows (USD$1 = RMB):

Period Covered	~~Balance Sheet Date Rates~~	~~Annual~~Balance ~~Average~~Sheet Date Rates		Annual Average Rates
January 31, 2016	6.5516	6.3020
July 31, 2016			6.6322		6.5564
April 30, 2015	6.1137	6.1454
April 30, 2016			6.4589		6.3504
January 31, 2015	6.1370	6.1475

~~Net Income (Loss) per Share~~Related Parties

~~Basic~~A party ~~net~~is ~~income~~considered ~~(loss)~~to ~~per~~be ~~share~~related isto ~~computed~~the byCompany ~~dividing~~if ~~net~~the ~~income~~party ~~(loss)~~directly ~~available~~or toindirectly ~~common~~or ~~shareholders~~through byone ~~the~~or ~~weighted-average~~more ~~number~~intermediaries, ofcontrols, is ~~common~~controlled ~~shares~~by, ~~outstanding~~or ~~during~~is under common control with the ~~period~~Company. ~~Diluted~~Related ~~net~~parties ~~income~~also ~~per~~include ~~share~~principal isowners ~~computed~~of ~~similar~~the toCompany, ~~basic~~its management, ~~net~~members ~~income~~of ~~(loss)~~the ~~per~~immediate ~~share~~families ~~except~~of ~~that~~principal owners of the ~~denominator~~Company isand ~~increased~~its tomanagement ~~include~~and other parties with which the ~~number~~Company ofmay ~~additional~~deal ~~common~~if ~~shares~~one ~~that~~party ~~would~~controls ~~have~~or ~~been~~can ~~outstanding~~significantly ifinfluence the ~~potential~~management ~~common~~or ~~shares~~operating ~~had~~policies ~~been~~of ~~issued~~the ~~and~~other ifto an extent that one of the ~~additional~~transacting ~~common~~parties ~~shares~~might ~~were~~be ~~dilutive.~~prevented Iffrom ~~applicable,~~fully ~~diluted~~pursuing ~~net~~its ~~income~~own ~~per~~separate ~~share~~interests. ~~assume~~A ~~the~~party ~~conversion,~~which can ~~exercise~~significantly influence the management or ~~issuance~~operating policies of ~~all~~the ~~common~~transacting ~~stock~~parties ~~instruments,~~or ~~such~~if asit ~~convertible~~has ~~notes,~~an ~~unless~~ownership interest in one of the ~~effect~~transacting isparties and can significantly influence the other to ~~reduce~~an aextent ~~loss~~that one or ~~increase~~more ~~earnings~~of ~~per~~the ~~share.~~transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

~~For the periods presented, the computation of diluted loss~~ Earnings per ~~share equaled basic loss per share as the inclusion of any dilutive instruments would have had an anti-dilutive effect on the earnings per share calculation in the periods presented.~~Share

Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments, such as convertible note payable, unless the effect is to reduce a loss or increase earnings per share. The Company had no dilutive securities for the periods ended July 31, 2016 and 2015.

F-9

DTS8 COFFEE COMPANY, LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2016 AND 2015

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED…)

Stock Issued for Services

The Company accounts for stock-based compensation to employees in accordance with ASC 718 which requires companies to measure the cost of services received in exchange for an award of an equity instrument based upon the grant-date fair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. Stock-based compensation awards to non-employees are accounted for in accordance with ASC 505-50.

Recently Issued Accounting Pronouncements

In June ~~July 2015~~2018, the FASB issued ASU ~~2015~~2018-1107, “~~Inventory~~Compensation – Stock Compensation (Topic ~~330~~718): ~~Simplifying~~Improvements ~~the~~to ~~Measurement~~Nonemployee Share-Based ofPayment ~~Inventory~~Accounting”., ~~The~~to ~~amendments~~include ~~in ASU 2015~~share-11based ~~require~~payment antransactions ~~entity~~for toacquiring ~~measure~~goods ~~in scope inventory at the lower of cost~~ and ~~net~~services ~~realizable~~from ~~value~~nonemployees. ASU ~~Net~~2018-07 ~~realizable~~simplifies ~~value is~~ the ~~estimated~~accounting ~~selling~~for ~~prices~~nonemployee inshare-based ~~the ordinary course of business~~payments, ~~less~~aligning ~~reasonably~~it ~~predictable~~more ~~costs~~closely ofwith ~~completion,~~the ~~disposal,~~accounting ~~and~~for ~~transportation~~employee awards. ~~Subsequent~~These ~~measurement~~changes isbecome ~~unchanged~~effective for ~~inventory~~the ~~measured~~Company’s ~~using~~fiscal ~~LIFO~~year orbeginning ~~the~~January ~~retail~~1, ~~inventory method~~2019. ~~The~~Early ~~amendments~~application ~~do not apply to inventory that~~ is ~~measured~~permitted. At ~~using~~this ~~last-in~~time, ~~first-out (LIFO) or~~ the ~~retail~~Company ~~inventory~~does ~~method.~~not ~~The~~expect ~~amendments~~this ~~apply~~standard to ~~all~~affect ~~other~~the ~~inventory,~~Company’s ~~which~~financial ~~includes inventory that is measured using first-in~~position, ~~first-out~~results ~~(FIFO)~~of operations or ~~average~~cash ~~cost.~~flows ~~The~~and ~~amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years~~disclosures. ~~For all other entities, the amendments are effective for fiscal years beginning after~~

10In February 2017, the FASB issued ASU 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20), Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets”, which addresses the transfer to noncustomers of nonfinancial assets or ownership interests in consolidated subsidiaries that do not constitute a business and the contribution of nonfinancial assets that are not a business to a joint venture or other noncontrolled investee. These changes become effective for the Company’s fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures.

~~December~~In January 152017, ~~2016~~the FASB issued ASU 2017-01, ~~and~~“Business ~~interim~~Combinations ~~periods~~(Topic ~~within~~805): ~~fiscal~~Clarifying ~~years~~the ~~beginning~~Definition ~~after~~of ~~December~~a 15Business”, which ~~2017.~~clarifies Athe ~~reporting~~definition ~~entity~~of ~~should~~a ~~apply~~business to assist entities in the ~~amendments~~evaluation ~~prospectively~~of ~~with~~acquisitions ~~earlier~~and ~~application~~disposals ~~permitted~~of asassets or businesses. If substantially all of the ~~beginning~~fair value of anthe ~~interim~~gross orassets ~~annual~~acquired ~~reporting~~is ~~period.~~concentrated ~~The~~in ~~adoption~~a single identifiable asset or group of similar ~~ASU~~identifiable ~~2015-11~~assets, the set is not ~~expected~~considered toa ~~have~~business. aThese ~~material~~changes ~~impact~~become oneffective for the Company’s ~~consolidated~~fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, ~~statements~~results of operations or cash flows and disclosures.

In November ~~August 2015~~2016, the FASB issued ASU ~~2015~~2016-1418, “~~Revenue~~Statement ~~from~~of ~~Contracts~~Cash ~~with~~Flows ~~Customers~~ (Topic ~~606~~230): ~~Deferral~~Restricted ~~of the Effective Date~~Cash”., ~~The~~which ~~amendments~~requires entities into ~~ASU~~show ~~2015-14~~the ~~defer~~changes in the ~~effective~~total ~~date~~ of ~~ASU~~cash, ~~2014-09~~cash ~~for all entities by one year. Public business entities~~equivalents, ~~certain~~restricted ~~not-for-profit~~cash ~~entities,~~ and ~~certain~~restricted ~~employee~~cash ~~benefit~~equivalents ~~plans~~in ~~should apply~~ the ~~guidance~~statement of incash ~~ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period~~flows. ~~Earlier~~These ~~application~~changes isbecome ~~permitted~~effective ~~only~~for asthe ofCompany’s ~~annual~~fiscal ~~reporting~~year ~~periods~~ beginning ~~after~~January ~~December 15~~1, ~~2016,~~2018. ~~including~~At ~~interim~~this ~~reporting~~time, ~~periods~~the Company ~~within~~does ~~that~~not ~~reporting~~expect ~~period.~~this ~~The~~standard ~~Company~~to isaffect ~~currently in~~ the ~~process~~Company’s offinancial ~~evaluating~~position, ~~the~~results ~~impact~~ of ~~the~~operations ~~adoption~~or oncash ~~its~~flows ~~consolidated financial statements~~and disclosures.

In July, ~~September 2015~~2016, the FASB issued ASU ~~2015~~2016-16, “~~Business~~Income ~~Combinations~~Taxes (Topic ~~805~~740): ~~Simplifying~~Intra ~~the~~Entity ~~Accounting~~Transfer ~~for~~of ~~Measurement-Period~~Assets ~~Adjustments”.~~Other ~~The~~than ~~amendments in ASU 2015-16 require that an acquirer recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in~~ Inventory”, which ~~the~~requires ~~adjustment amounts are determined. The amendments require that~~ the ~~acquirer~~recognition ~~record,~~of in the ~~same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other~~ income ~~effects,~~tax ifconsequences ~~any, as a result~~ of ~~the change to the estimated amounts, calculated as if the accounting had been completed at the acquisition date. The amendments also require~~ an intra-entity totransfer ~~present separately on the face~~ of ~~the~~an ~~income~~asset, ~~statement~~other orthan ~~disclose~~inventory, in when the ~~notes~~transfer the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the estimated amounts had been recognized as of the acquisition dateoccurs. ~~The~~These ~~amendments~~changes inbecome ~~this ASU are~~ effective for ~~public~~the ~~business~~Company’s ~~entities for~~ fiscal ~~years~~year beginning after December 15, ~~2015,~~2018. ~~including~~At this ~~interim~~time, ~~periods~~the ~~within~~Company ~~those~~does ~~fiscal~~not ~~years.~~expect ~~The~~this ~~amendments~~standard ~~should be applied prospectively~~ to ~~adjustments~~affect ~~to provisional amounts that occur after~~ the ~~effective~~Company’s ~~date with earlier application permitted for~~ financial ~~statements~~position, ~~that~~results ~~have not been issued. The adoption~~ of ~~ASU~~operations ~~2015-16~~or cash isflows ~~not~~and ~~expected to have a material impact on the Company’s consolidated financial statements~~disclosures.

In August ~~November 2015~~2016, the FASB issued ASU ~~2015~~2016-1715, “~~Income~~Statement ~~Taxes~~of Cash Flows (Topic ~~740~~230): ~~Balance Sheet~~ Classification of ~~Deferred~~Certain ~~Taxes”.~~Cash ~~The~~Receipts and ~~amendments~~Cash inPayments”, ~~ASU~~which ~~2015-17~~provides ~~eliminates~~guidance on the ~~current~~presentation ~~requirement~~and ~~for~~classification ~~organizations~~of tocertain ~~present~~cash ~~deferred~~receipts ~~tax liabilities~~ and ~~assets as current and noncurrent~~ payments in athe ~~classified~~statement ~~balance~~of ~~sheet.~~cash ~~Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent~~flows. ~~The~~These ~~amendments~~changes inbecome ~~this ASU are~~ effective for ~~public~~the ~~business~~Company’s ~~entities~~fiscal ~~for~~year ~~financial statements issued for annual periods~~ beginning ~~after~~January ~~December 15~~1, ~~2016, and interim periods within those annual periods~~2018. At ~~The~~this ~~amendments~~time, ~~may~~the beCompany ~~applied~~does ~~prospectively~~not toexpect ~~all~~this ~~deferred~~standard ~~tax liabilities and assets or retrospectively~~ to ~~all~~affect ~~periods~~the ~~presented. The~~ Company’s isfinancial ~~currently~~position, inresults ~~the process~~ of ~~evaluating~~operations or ~~the~~cash ~~impact~~flows ofand ~~the adoption on its consolidated financial statements~~disclosures.

In February ~~January~~ 2016, the FASB issued ASU 2016-0102, “~~Financial~~Leases ~~Instruments-Overall~~ (~~Subtopic~~Topic ~~825-10~~842)~~: Recognition and Measurement of Financial Assets and Financial Liabilities~~”~~. The amendments in ASU 2016-01~~, ~~among~~which ~~other~~will ~~things,~~require ~~requires~~lessees ~~equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee)~~ to berecognize measured at fair value with changes in fair value recognized in net income; Requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; Requires separate presentation of financial assets and ~~financial~~ liabilities ~~by measurement category and form of financial asset (i.e., securities or loans and receivables); Eliminates the requirement~~ for ~~public business entities to disclose~~ the ~~method(s)~~rights and ~~significant~~obligations ~~assumptions~~created ~~used~~by tomost ~~estimate~~leases on the ~~fair~~balance ~~value that is required to be disclosed for financial instruments measured at amortized cost~~sheet. ~~The~~These ~~amendments~~changes inbecome ~~this ASU are~~ effective for ~~public~~the Company’s ~~companies for~~ fiscal ~~years~~year beginning ~~after~~January ~~December 15~~1, ~~2017, including interim periods within those fiscal years~~2019. ~~The~~Modified ~~new~~retrospective ~~guidance permits early~~ adoption offor ~~the~~all ~~own~~leases ~~credit~~existing ~~provision.~~at, Inor ~~addition~~entered into after, the ~~new~~date ~~guidance permits early adoption~~ of ~~the~~initial ~~provision~~application, ~~that~~is ~~exempts~~required ~~private~~with ~~companies~~an ~~and~~option ~~not-for-profit organizations from having~~ to ~~disclose~~use ~~fair~~certain ~~value~~transition ~~information about financial instruments measured at amortized cost~~relief. The Company is ~~currently~~ in the process of evaluating the impact of ~~the~~this ~~adoption~~ASU on its consolidated financial statements.

~~In February 2016, the FASB issued ASU 2016~~F-02, “Leases (Tpic 842)”. Among other things, in the amendments in ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are 10

11DTS8 COFFEE COMPANY, LTD.

~~effective~~NOTES TO ~~for~~UNAUDITED ~~public~~CONSOLIDATED ~~business~~FINANCIAL entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.STATEMENTS

~~In March 2016~~JULY 31, ~~the FASB issued ASU~~ 2016~~-03,~~ ~~“Intangibles-Goodwill~~AND ~~and~~2015 Other (Topic 350); Business Combinations (Topic 805); Consolidation (Topic 810); Derivatives and Hedging (Topic 815): Effective Date and Transition Guidance”. The amendments in this ASU make the guidance in ASUs 2014-02, 2014-03, 2014-07, and 2014-18 effective immediately by removing their effective dates. The amendments also include transition provisions that provide that private companies are able to forgo a preferability assessment the first time they elect the accounting alternatives within the scope of this ASU. Any subsequent change to an accounting policy election requires justification that the change is preferable under Topic 250, Accounting Changes and Error Corrections. The amendments in this ASU also extend the transition guidance in ASUs 2014-02, 2014-03, 2014-07, and 2014-18 indefinitely. While this ASU extends transition guidance for Updates 2014-07 and 2014-18, there is no intention to change how transition is applied for those two ASUs. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

NOTE 4 5 – ~~INVENTORIES~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED…)

~~Inventories~~Recently Issued ~~consist~~Accounting ofPronouncements ~~the following:~~(Continued…)

		January 31, 2016		April 30, 2015
Raw materials - Green beans	$	890	$	45,245
Finished products - Roasted coffee		6,098		7,053
Packing products		148		5,852
Total	$	7,136	$	58,150

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”, which (i) requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, (ii) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (iii) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and (iv) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. These changes become effective for the Company’s fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures.

~~NOTE~~In May 62014, –the ~~CONVERTIBLE~~FASB ~~NOTES~~issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which has subsequently been amended to update revenue guidance under the newly-created ASC 606. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”, which deferred the effective date of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” become effective for the Company’s fiscal year beginning January 1, 2018. At this time, the Company does not expect this standard to affect the Company’s financial position, results of operations or cash flows and disclosures.

OnOther recent ~~March~~accounting 6,pronouncements ~~2015, the Company~~ issued aby ~~convertible~~the ~~note~~FASB (~~Note~~including I)its inEmerging ~~the~~Issues ~~amount~~Task ~~of $54,000. The note is due together with any interest on December 10, 2015 (the “Maturity Date”~~Force). ~~The~~and ~~Company has to pay interest on~~ the ~~unpaid~~SEC ~~principal~~did ~~balance~~not ~~of the note at the rate of 8% per annum from March 10, 2015, until the Maturity Date. Any amount of principal~~ or ~~interest~~are ~~on the note which is~~ not expected ~~paid~~to ~~on the Maturity Date shall bear an interest at the rate of 22% per annum from the due date until the note is paid in full. The holder of the note shall~~ have ~~the~~a ~~right~~material ~~from~~impact ~~time to time, and at any time during the period beginning~~ on the date which is 180 days following the date of the note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the note, each in respect of the remaining outstanding principal amount of the note to convert all or any part of the outstanding and unpaid principal amount of the note into fully paid and non-assessable shares of common stock of the Company.’s ~~The~~present ~~conversion price shall equal, subject to equitable adjustments for stock splits, stock dividends~~ or ~~rights~~future ~~offerings~~financial ~~by the Company, 61% multiplied by the market price of the average of the lowest three trading prices for the common stock during the 10 trading days prior to the conversion date~~statements.

NOTE 5 – INVENTORY

The Company’s former wholly-owned subsidiaries DTS8 Coffee and DTS8 Huzhou in the People’s Republic of China owned inventory. As the Company’s foreign operations were disposed of effective May 1, 2016, inventories were $Nil for the period ended July 31, 2016. See Note 14 for the inventory total as of July 31, 2016.

NOTE 6 – PROPERTY AND EQUIPMENT

The Company’s former wholly-owned subsidiaries DTS8 Coffee and DTS8 Huzhou in the People’s Republic of China owned property and equipment. As the Company’s foreign operations were disposed of on May 1, 2016, property and equipment was $Nil for the period ended July 31, 2016. The depreciation expenses were $Nil and $3,943 for the three months ended July 31, 2016 and 2015, respectively. See Note 14 for the property and equipment as of July 31, 2016.

NOTE 7 – RELATED PARTY TRANSACTIONS

Related party transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

On August 10, 2015, Company entered into a management agreement with Douglas Thomas to serve as the President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company. Mr. Thomas’s engagement commenced on August 10, 2015, and shall continue on a year-to-year basis until terminated by either party upon 60 days prior written notice to the other party. The Company shall make a monthly management fee payment of $6,000 to Mr. Thomas, in arrears, on the 25th day of each month and issue 4,000,000 restricted common shares of the Company as engagement bonus remuneration. As of July 31, 2016 and April 30, 2016, the Company owed Mr. Thomas $136,549 and $118,548, respectively. On June 13, 2017, Mr. Thomas resigned as the President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company and thereby ceased to be a related party.

F-11

DTS8 COFFEE COMPANY, LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2016 AND 2015

NOTE 7 – RELATED PARTY TRANSACTIONS (CONTINUED…)

On August 31, 2015, the Company entered into an agreement with Cherry Cai to serve as the financial controller of the Company. Ms. Cai’s engagement commenced on September 1, 2015, and shall continue on a year-to-year basis until terminated by either party upon 30 days prior written notice to the other party. The Company shall make monthly fee payment of $3,000 to Ms. Cai, in arrears, on 25th day of each month and issue 1,000,000 shares of common stock of the Company to Ms. Cai. 500,000 shares were issued in September 2015 and balance of 500,000 shares was to be issued on September 1, 2016. As of July 31, 2016, the Company has deferred the issuance of the 500,000 shares to a later date. As of July 31, 2016, and April 30, 2016, the Company owed Ms. Cai $12,200 and $1,700, respectively.

On April 30, 2012, upon its acquisition of DTS8 Holdings, the Company assumed a loan payable of $382,396 owed by DTS8 Coffee to a consultant who provides accounting and financial reporting services to the Company through his company from time to time on a monthly basis. Upon the disposition of DTS8 Holdings and its operations, the Company retained the loan payable of $251,027. The amounts owed, as a loan payable, as of July 31, 2016, and April 30, 2016, were $251,027. The balance of the amount is unsecured, non-interest bearing, has no fixed term of repayment, and is repayable on demand, and the consultant has agreed not to demand payment within the next fiscal year. In addition, for the periods ended July 31, 2016 and April 30, 2016, the Company owed the consultant $257,750 and $251,500, respectively, for consulting services provided to the Company. Accordingly, as of July 31, 2016 and April 30, 2016, the total loans and consulting fees owed to this consultant totaled $508,777 and $371,749.

On May 23, 2016, the Company entered into a loan agreement with Thomas Prasil Trust U/A/D November 26, 2003, in the principal amount of $185,000, due and payable in full on November 20, 2016. The loan bears an annual interest rate of 20%. The Company paid a loan fee of 3,000,000 shares of common stock which was issued on May 25, 2016.

Also see Note 9 for common stock issued to related parties.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

The Company disposed of its subsidiaries and operations effective May 1, 2016 and as such does not have any leased properties or commitments as of July 31, 2016.

NOTE 9 – COMMON STOCK

At July 31, 2016, the Company’s authorized capital was 75,000,000 shares of common stock with a par value of $0.001 and 58,928,163 shares were issued and outstanding.

In May 2016, the Company issued 1,121,076 and 1,470,588 restricted shares of common stock for the conversion of principal of $50,000 of Note II described in Note 12.

In May 2016, the Company issued 3,000,000 restricted shares of common stock at a price of $0.01 per share for cash proceeds of $185,000 from a related party. The Company also reserved 800,000 restricted shares of common stock to be issued as a loan fee. As of July 31, 2016, the shares have still not been issued.

In June 2016, the Company issued 1,000,000 restricted shares of common stock to a consultant at a price of $0.028 per share for consulting fees. Total value of the services valued at the fair market price on the issuance date was $28,000. For the three months ended July 31, 2016, $4,615 was expensed as consulting fees.

NOTE 10 – CONCENTRATION RISK

The Company disposed of its subsidiaries and its operations on May 1, 2016 and as such does not have any concentrations of risk that would adversely affect the Company’s operations for the period ended July 31, 2016.

F-12

DTS8 COFFEE COMPANY, LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2016 AND 2015

NOTE 11 – LOANS PAYABLE

As of July 31, 2016, the loans payable consisted of the following:

	July 31, 2016			April 30, 2016
Unsecured, interest at 20% per annum, due May 20, 2017 ⁽¹⁾	$	167,713		$	-
Unsecured, non-interest bearing, due on demand with no repayment in the next 12 months		508,777			371,749
		652,208			371,749
Current portion		(167,713	)		-
Long-term portion	$	508,777		$	371,749

⁽¹⁾

Amount is net of unamortized debt issuance costs of $24,282 as of July 31, 2016.

NOTE 12 – CONVERTIBLE NOTES

On March 6, 2015, the Company issued a convertible note (“Note I”) in the amount of $54,000. Note I was due together with any interest on December 10, 2015 (the “Maturity Date”). The Company was required to pay interest on the unpaid principal balance of Note I at the rate of 8% per annum from March 10, 2015, until the Maturity Date. Any amount of principal or interest which was not paid on the Maturity Date bore interest at the rate of 22% per annum from the due date until the note was paid in full. The holder of Note I had the right from time to time, and at any time during the period beginning on the date which was 180 days following the date of the note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the note, each in respect of the remaining outstanding principal amount of the note to convert all or any part of the outstanding and unpaid principal amount of the note into fully paid and non-assessable shares of common stock of the Company. The conversion price was equal, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, to 61% multiplied by the market price of the average of the lowest three trading prices for the Company’s common stock during the 10 trading days prior to the conversion date.

In accordance with ASC 815-15, the Company analyzed the conversion option of the note for derivative accounting consideration. The Company determined that the conversion option of the note should be classified as a liability once the conversion option becomes effective after 180 days because there is no limit to the number of shares of common stock to be issued upon conversion of the note.

On September 9, 2015, Note I became convertible. On September 18, 2015, the debt holder converted $12,000 of the note into 230,769 shares of the Company’s common ~~shares~~stock at a ~~conversion~~ price of $0.0520 per share. On September 25, 2015, the debt holder converted $15,000 of the note into 260,417 shares of the Company’s common ~~shares~~stock at a ~~conversion~~ price of $0.0576 per share. On September 30, 2015, the debt holder converted $20,000 of the note into 316,456 shares of the Company’s common ~~shares~~stock at a ~~conversion~~ price of $0.0632 per share. On ~~October~~July 7, 2015, the debt holder converted the remaining principal of $7,000 and the accrued interest in the amount of $2,160 into a total ~~number~~ of 152,667 shares of the Company’s common stock at a ~~conversion~~ price of $0.0600. As of ~~January~~April 3130, 2016, the ~~balance~~principal amount ~~payable~~of on Note I of $54,000 and accrued interest of $2,160 were fully converted into ~~common~~960,309 shares of the Company’s common stock. As of July 31, 2016, the balance payable on Note I was $Nil.

12On July 20, 2015, the Company issued two convertible promissory notes (collectively, “Note II”) with the same terms in the total amount of $210,000 with a discount of 5%. The net proceeds of $200,000 were not received until July 23, 2015. Note II was due, together with any interest, on April 19, 2016 (the “Second Maturity Date”). The Company was required to pay interest on the unpaid principal balance of Note II at the rate of 10% per annum from July 23, 2015 until the Second Maturity Date. The outstanding principal and interest at 120% could be redeemed within 90 days of closing and 130% after 90 days. The conversion price was equal, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, to 61% of the lowest daily volume weighted average price (“VWAP”) of the Company’s common stock during the 15 trading days prior to the conversion date. Upon default, the holder of Note II had the right to convert Note II into shares of the Company’s common stock at an alternative conversion price equal to 50% of the lowest daily VWAP of the common stock during the 20 trading days prior to the conversion date. All overdue accrued and unpaid interest to be paid entailed a late fee at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law which accrued daily from the date such interest was due through and including the date of actual payment in full.

On October 20, 2015, the Company issued two convertible promissory notes with same terms in a total amount of $210,000 (collectively, Note II) with a discount of 5%. The proceeds of $200,000 of the note were not received until October 23, 2015. The note is due together with any interest on April 19, 2015 (the “Maturity Date”). The Company has to pay interest on the unpaid principal balance of the note at the rate of 10% per annum from October 23, 2015 until the Maturity Date. The outstanding principal and interest at 120% may be redeemed within 90 days of closing and 130% after 90 days. The conversion price shall equal, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, 61% of the lowest daily volume weighted average price (“VWAP”) of the common stock during the 15 trading days prior to the conversion date. Upon default, the debt holder shall have the right to convert the note into shares of common stock at an alternative conversion price equal to 50% of the lowest daily VWAP of the common stock during the 20 trading days prior to the conversion date. All overdue accrued and unpaid interest to be paid shall entail a late fee at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law which shall accrue daily from the date such interest is due through and including the date of actual payment in full. F-13

AsDTS8 COFFEE ~~of January 31~~COMPANY, ~~2016, the balance payable on the convertible note was $215,753 representing the principal amount of $210,000 plus accrued interest of $5,753~~LTD. ~~The debt discount as of January 31, 2016 is $94,500.~~

AsNOTES TO ~~described~~UNAUDITED inCONSOLIDATED ~~Note~~FINANCIAL 7, the embedded conversion feature for both Note I and Note II qualified for liability classification at fair value. As a result, the Company recorded debt discounts resulting from derivative liabilities of $54,000 to Note 1 and $200,000 to Note II at the dates the notes became convertible. Due to the excess of the fair value of derivative liabilities over the principal of the notes on the day when the notes became convertible, the Company recorded loss on derivative liabilities in the amount of $292,718. This amount was included in change in fair value of derivative liabilities. In addition, the Company amortized the balance of debt discount of $54,000 associated to the exercise of the conversion option of Note 1.STATEMENTS

Amortization of the debt discounts was recorded as a component of interest expense in the accompanying unaudited statements of operations and comprehensive loss. Amortization of debt discounts amounted to $105,000 and $169,500 for the three and nine months ended January JULY 31, 2016, ~~respectively.~~AND ~~There was no amortization of debt discounts recorded for the three and months ended January 31,~~ 2015. Contractual interest expense for the two convertible notes amounted to $7,262 and $0 for the nine months ended January 31, 2016 and 2015, respectively. Contractual interest expense for the two convertible notes amounted to $5,293 and $0 for the three months ended January 31, 2016 and 2015, respectively.

NOTE 12 7 – ~~DERIVATIVE~~CONVERTIBLE ~~INSTRUMENTS~~NOTES ~~AND THE FAIR VALUE OF FINANCIAL INSTRUMENTS~~ (CONTINUED…)

~~The~~On July ~~Company~~20, ~~issued~~2015, ~~convertible~~Note ~~notes~~II ~~and~~became ~~the~~convertible. ~~conversion~~On ~~option~~April ~~embedded~~25, in2016, the ~~convertible~~holder ~~notes~~of ~~contains~~Note noII ~~explicit~~converted ~~limit~~$25,000 toof the ~~number~~note ofinto 1,041,667 shares toof bethe ~~issued~~Company’s ~~upon~~common ~~settlement~~stock ~~and~~at as a ~~result~~price isof ~~classified~~$0.0240 asper ashare. ~~liability~~On ~~under~~May ~~ASC 815 (see Note~~ 6)., ~~The~~2016, ~~Company accounted for~~ the ~~embedded~~debt ~~conversion~~holder ~~option~~converted in$25,000 of ~~accordance~~the ~~with~~note ~~ASC~~into ~~815-40~~1,121,076 ~~which~~shares ~~requires~~of the Company’s tocommon ~~bifurcate~~stock ~~the~~at ~~embedded~~a ~~conversion~~price ~~options~~of as$0.022 ~~liability~~per atshare. ~~the~~On ~~date~~May ~~when~~16, it2016, ~~becomes~~the ~~effective~~debt holder ~~and~~converted to$25,000 ~~record~~of ~~changes~~the innote ~~fair~~into ~~value~~1,470,588 ~~relating~~shares toof the ~~conversion~~Company’s ~~option~~common ~~liability~~stock inat ~~the~~a ~~statement~~price of ~~operations~~$0.017 ~~and~~per ~~comprehensive~~share. The ~~income~~Company aspaid ofthe ~~each~~remaining ~~subsequent~~ balance ~~sheet~~of ~~date.~~principal ~~The~~and ~~debt~~interest ~~discount~~in ~~related to~~ the ~~convertible~~amount ~~note~~of is$184,275 ~~amortized~~on ~~over~~May ~~the~~24, ~~life~~2016. As of July 31, 2016, the ~~note~~balance ~~using~~payable ~~the~~on ~~effective~~Note ~~interest~~II ~~method~~was $Nil.

~~The~~As described ~~following~~in ~~table~~Note ~~sets~~4, ~~forth~~the embedded conversion feature for both Note I and Note II qualified for liability classification at fair value. As a result, the Company’s ~~consolidated~~recorded ~~financial~~debt ~~assets~~discounts ~~and~~resulting from derivative liabilities ~~measured~~of $54,000 to Note I and $200,000 to Note II at ~~fair~~the ~~value~~dates bythe ~~level~~notes ~~within~~became convertible. Due to the excess of the fair value ~~hierarchy~~of asderivative liabilities over the principal of ~~January~~the 31notes on the day when the notes became convertible, ~~2016.~~the ~~Assets~~Company ~~and~~recorded loss on derivative liabilities ~~are~~in ~~classified~~the amount of $292,718. This amount was included in ~~their~~change ~~entirety~~in ~~based~~fair onvalue of derivative liabilities. In addition, the ~~lowest~~Company ~~level~~amortized the balance of ~~inputs~~debt ~~that~~discount isof ~~significant~~$54,000 associated to the ~~fair~~exercise ~~value~~of ~~measurement~~the conversion option of Note I, and amortized the balance of debt discount of $200,000 over the life of Note II.

		Total	Level 1	Level 2	Level 3
LIABILITIES
Conversion option liability	$	453,265	-	-	453,265

Amortization of the debt discounts was recorded as a component of interest expense in the accompanying consolidated statements of operations and comprehensive loss. Amortization of debt discounts amounted to $0 and $254,000 for the periods ended July 31, 2016 and April 30, 2016, respectively. Contractual interest expense for the two convertible notes amounted to $33,476 and $13,110 for the periods ended July 31, 2016 and April 30, 2016, respectively.

On March 2, 2016, the Company issued a convertible note (“Note III”) in the amount of $73,000. Note III was due together with any interest on December 4, 2016 (the “Third Maturity Date”). The Company is required to pay interest on the unpaid principal balance of Note III at the rate of 8% per annum from March 2, 2016 until the Third Maturity Date. Any amount of principal or interest which was not paid on the Maturity Date bears interest at the rate of 22% per annum from the due date until the note is paid in full. The holder of Note III has the right from time to time, and at any time during the period beginning on the date which is 180 days following the date of Note III and ending on the later of: (i) the Third Maturity Date and (ii) the date of payment of the note, each in respect of the remaining outstanding principal amount of the note to convert all or any part of the outstanding and unpaid principal amount of Note III into fully paid and non-assessable shares of the Company’s common stock. The conversion price is equal, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, to 63% multiplied by the market price of the average of the lowest three trading prices for the Company’s common stock during the 10 trading days prior to the conversion date. The note became convertible 180 days after its issuance on March 2, 2016 which was August 29, 2016.

As of April 30, 2016, the balance payable on the convertible notes was $258,000 representing the amounts owed for Note II of $185,000 and Note III of $73,000, respectively. As of July 31, 2016, the balance payable on the convertible notes was $73,000 representing the amount owed for Note III. The debt discount was $Nil as of July 31, 2016 and April 30, 2016. Contractual interest expense for Note III amounted to $2,176 and $Nil for the periods ended July 31, 2016 and April 30, 2016, respectively.

NOTE 13 – DERIVATIVE INSTRUMENTS AND THE FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company issued convertible notes and the conversion option embedded in the convertible notes contains no explicit limit to the number of shares to be issued upon settlement and as a result is classified as a liability under ASC 815. The Company accounted for the embedded conversion option in accordance with ASC 815-40, which requires the Company to bifurcate the embedded conversion options as liability at the date when it becomes effective and to record changes in fair value relating to the conversion option liability in the statement of operations and comprehensive income as of each subsequent balance sheet date. The debt discount related to the convertible note is amortized over the life of the note using the effective interest method.

The following table sets forth the Company’s consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy as of July 31, 2016. Assets and liabilities are classified in their entirety based on the lowest level of inputs that is significant to the fair value measurement.

	Total		Level 1		Level 2		Level 3
LIABILITIES
Conversion option liability	$	38,367		-		-		38,367

F-14

DTS8 COFFEE COMPANY, LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2016 AND 2015

NOTE 13 – DERIVATIVE INSTRUMENTS AND THE FAIR VALUE OF FINANCIAL INSTRUMENT (CONTINUED…)

The following is a reconciliation of the conversion option liability for which Level 3 inputs were used in determining the fair value:

Balance as of April 30, 2015		-
Balance as of April 30, 2016		-
Fair value of embedded conversion option derivative liabilities at issuance charged to debt discounts	$	~~254~~293,~~000~~606
Change in fair value of derivative liabilities		(190,876	)
Reclassification of derivative liabilities to additional paid-in capital due to conversions		(64,362	)
Balance as of July 31, 2016	$	38,367

Change in fair value of derivative liabilities		290,774
Reclassification of derivative liabilities to additional paid-in capital due to conversions		(91,509)
Balance as of January 31, 2016	$	453,265

The Company’s conversion option liabilities are valued using pricing models and the Company generally uses similar models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility and correlations of such inputs. These consolidated financial liabilities do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy.

The fair value at the commitment and re-measurement dates for convertible notes that are treated as derivative liabilities with embedded conversion features were based upon the following management assumptions for the ~~nine~~three months ended ~~January~~July 31, 2016:

	Commitment Date	~~Commitment Date~~	~~Re-measurement Date~~	Re-measurement Date
Exercise price		$0.~~0328~~0431 - $0.~~0645~~0712	~~$0.0285 - $0.0632~~		$0.013 - $0.0441
Expected dividends		0%	0%		0%
Expected volatility		197.12% - ~~203~~213.2477%	~~197.30% - 224.94%~~		255.36% - 283.47%
Expected term		65 months - 9 months	~~6 months - 9 months~~		5 months - 9 months
Risk free interest rate		0.13% - 0.2658%	~~0.07% - 0.32%~~		0.38% - 0.83%

NOTE 14 8 – ~~RELATED~~LIABILITIES ~~PARTY~~HELD ~~TRANSACTIONS~~FOR SALE & DISCONTINUED OPERATIONS

~~Related~~Effective May ~~party~~1, ~~transactions~~2016, ~~are~~the ~~measured~~Company atdisposed ~~the~~of ~~exchange~~its ~~amount,~~former ~~which~~direct isand indirect wholly-owned subsidiaries and operations in the ~~amount~~People’s Republic of ~~consideration~~China, ~~established~~DTS8 Coffee, DTS8 Huzhou, and ~~agreed~~DTS8 toHoldings. byThe Company forgave all outstanding receivables form the ~~related~~subsidiaries and ~~parties.~~assumed a loan in the amount of $251,027 (see Note 7).

Upon the acquisition of DTS8 Holdings on April 30, 2012, the Company assumed a loan from Sean Tan to DTS8 Holdings. Sean Tan was the Company’s Chief Executive Officer and director until August 10, 2015, when Sean Tan resigned and Douglas Thomas replaced his position. The following ~~loan~~table ~~from~~provides ~~related~~additional ~~parties~~information ~~bears no interest and has no fixed term of repayment. The Company entered into a debt settlement agreement dated August 28, 2015~~ with ~~Sean~~respect ~~Tan~~ to ~~convert $120,000 of debt owed by~~ the ~~Company,~~loss aton ~~the~~disposal ~~fair market price~~ of ~~$0.07 per share, being~~ the closing stock price at August 28, 2015, for a total of 1,714,286 shares of the Company’s common stock. As of January 31, 2016 and April 30, 2015, $nil and $120,000, respectively, was recorded as due to related parties.subsidiaries

On March 31, 2011, the Company entered into a management agreement with Sean Tan, the Company’s officer and director, to serve as the President and Chief Executive Officer of the Company. This contract was terminated effective August 10, 2015. The Company entered into a debt settlement agreement dated August 28, 2015 with Sean Tan to convert the management fee payment of $128,000 owed by the Company, at the fair market price of $0.07 per share, being the closing stock price at August 28, 2015, for a total of 1,828,571 shares of the Company’s common stock. For the periods ended January 31, 2016 and April 30, 2015, the Company owed Mr. Tan $nil and $110,000, respectively.

Consideration on disposal of subsidiaries and discontinued operations	$	-

Less net assets (liabilities) of subsidiaries and discontinued operations:
Cash		21,591
Accounts receivable		45,697
Inventories		11,496
Prepaid expenses		9,236
Property and equipment		46,852
Accounts payable and accrued liabilities		(11,569	)
Taxes receivable		1,419
Loans payable		(251,027	)
Gain on disposal before AOCI reclassification (Liabilities held for sale)		126,305
Other comprehensive income gain (loss) on reclassification		7,688
Gain on disposal of discontinued operations		133,993
Loans payable assumed		(251,027	)
Net loss on disposal of subsidiaries and discontinued operations	$	117,034

On August 10, 2015, Company entered into a management agreement with Douglas Thomas to serve as the President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company. Mr. Thomas’s engagement commenced on the August 10, 2015, and shall continue on a yearF-to-year basis until terminated by either party upon sixty days prior written notice to the other party. The Company shall make monthly management fee payment of six thousand dollars ($6,000) to Thomas, in arrears, on the 25th day of each month and four million (4 million) common shares of the Company as engagement bonus remuneration. As of January 31, 2016 and April 30, 2015, the Company owed Mr. Thomas $61,000 and $43,000, respectively. The balance of $43,000 as of April 30, 2015 was included in accounts payable and accruals due to the fact that Mr. Thomas was not a related party until August 10, 2015.15

OnDTS8 COFFEE ~~August 31~~COMPANY, 2015, the Company entered into an agreement with Cherry Cai to serve as the financial controller of the Company commenced on September 1, 2015, and shall continue on a year-to-year basis until terminated by either party upon thirty days prior written notice to the other partyLTD. ~~The Company shall make monthly fee payment~~

14NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

of three thousand dollars ($3,000) to Cherry, in arrears, on 25th day of each month and issue one million shares of common stock of the Company; 500,000 shares were issued in September 2015 and balance of 500,000 shall be issued on September 1, 2016. As of January JULY 31, 2016 ~~and~~AND ~~April 30,~~ 2015, ~~the Company owed Ms. Cai $3,188 and $nil, respectively.~~

OnNOTE 15 ~~April~~– ~~30,~~SUBSEQUENT 2012, upon its acquisition of DTS8 Holdings, the Company assumed a loan payable of $382,396 owed by DTS8 Coffee to a consultant who provides accounting and financial reporting services to the Company through his company from time to time on a monthly basis. The amounts owed, as loan payable, as of January 31, 2016, and April 30, 2015, were $ $247,476 and $382,152, respectively. The balance of the amount is unsecured, non-interest bearing, has no fixed term of repayment, and is repayable on demand, and the consultant has agreed not to demand payment within the next fiscal year. In addition, as of January 31, 2016 and 2015, the Company owed the consultant $251,499 and $160,800 respectively for consulting services provided to the Company. EVENTS

InOn April ~~September~~30, ~~2015~~2018, the ~~Company~~holders ~~advanced~~of toa ~~Alex~~majority ~~Liang,~~of ~~Chairman~~the issued and ~~director~~outstanding common stock of the Company, ~~$397~~approved ~~for~~an increase in the Company’s ~~business~~authorized ~~operation~~capital ~~purpose~~from 75,000,000 shares of common stock, par value $0.001, Asto 500,000,000 shares of ~~January~~common 31stock, par ~~2016~~value ~~and~~$0.001. ~~April~~On 30July 17, ~~2015~~2018, ~~there~~the ~~was~~Company ~~$nil~~formally ~~due~~effected ~~from~~the ~~this~~Authorized ~~related~~Capital ~~party~~Increase by filing a Certificate of Amendment with the Nevada Secretary of State.

~~NOTE~~In 9August –2018, ~~COMMITMENTS~~the ~~AND~~Company ~~CONTINGENCIES~~issued an aggregate of 1,786,227 shares of common stock at a price of $0.02 per share for cash proceeds of $35,725 from unrelated parties.

~~The~~In November ~~Company~~2018, ~~leases~~the ~~its~~Company ~~corporate~~issued ~~office and coffee distribution and storage facility located at Building B~~5, ~~#439~~000,000 ~~Jinyuan~~shares Baof ~~Lu,~~common ~~Jiangqiao~~stock ~~Town,~~at ~~Jiading~~a ~~District,~~price ~~Shanghai~~of ~~201812, China~~$0.02 ~~Lease~~per ~~commenced~~share onfor ~~October~~cash 1,proceeds ~~2013,~~of ~~and expires on September 30~~$100,000 from ~~2017.~~an ~~The~~unrelated ~~leased area is approximately 92 square meters (990 square feet)~~party.

~~The~~In December ~~Company~~2018, ~~leases~~the ~~its~~Company ~~corporate~~issued ~~administration~~40,500 ~~and~~shares ~~sales~~of ~~office~~common ~~and~~stock ~~coffee~~at ~~distribution~~a ~~located~~price atof ~~1329~~$0.02 ~~Xikang~~per ~~Road,~~share ~~#110,~~for ~~Putuo~~cash ~~District,~~proceeds ~~Shanghai~~of ~~200060,~~$810 ~~China.~~from ~~Lease~~an unrelated ~~commenced~~party onand ~~January~~issued 162, ~~2016~~564,103 ~~and~~shares ~~expires~~of oncommon ~~January~~stock ~~31,~~at ~~2017~~a price of $0.0039 ~~The~~per ~~lease~~share ~~area~~pursuant isto ~~approximately~~the ~~21.08~~conversion ~~square~~of ~~meters~~$10,000 in ~~(227~~principal ~~square~~and ~~feet~~interest under a convertible note (Note III). See Note 12.

The Company also leases a warehouse for its coffee roasting and manufacturing at 801 Jiahe Road, 2nd Floor, Nanxun Town, Huzhou City, 313009, Zhejiang, China. The leased area is approximately 1,041 square meters (11,205 square feet). The lease commenced on August 18, 2012, and expired on August 17, 2015. This lease was extended for additional sixF-~~month term, and expired on February 17, 2016. The lease was re-extended for additional three and half years’ term and now expires on August 17, 2019.~~16

~~Total~~Item 2. ~~lease~~Management’s ~~payments~~Discussion ~~for~~and ~~the~~Analysis ~~periods~~of ~~ended~~Financial ~~January~~Condition ~~31, 2016~~ and ~~2015~~Results ~~were~~of ~~$16,170 and $26,983, respectively~~Operations.

NOTE 10 – COMMON STOCK

At January 31, 2016, the Company’s authorized capital was 75,000,000 shares of common stock with a par value of $0.001 and 49,594,832 shares were issued and outstanding.

In June 2015, the Company issued 2,500,000 restricted shares of common stock at a price of $0.02 per share for cash proceeds of $50,000.

In August, 2015, the Company issued 4,000,000 restricted shares of common stock to the Chief Executive Officer of the Company at a fair market price of $0.06 per share as payment for management fees. Total value of the services, valued at the fair market price, was $240,000. For the period ended January 31, 2016, $240,000 was expensed.

In August, 2015, the Company issued 1,100,000 restricted shares of common stock to a director (1,000,000) and to two employees (50,000 each) at a fair market price of $0.06 per share as payment for management fees. Total value of the services, valued at the fair market price, was $66,000. For the period ended January 31, 2016, $66,000 was expensed.

In August, 2015, the Company in lieu of cash payment issued 3,542,857 shares of the Company’s common stock as payment in full for the outstanding debts of $248,000 owed to the former director and Chief Executive Officer. The shares were issued at the fair market price of $0.07 per share, being the closing stock price at August 28, 2015.

In September, 2015, the Company issued 500,000 restricted shares of common stocks of the Company for consulting services valued at $0.085 per share or $42,500. For the period ended January 31, 2016, $42,500 was expensed.

In September, 2015, the Company issued 1,000,000 shares of common stock Company to a consultant at fair market price of $0.085 per share as payment for consulting fees. Total value of the services, valued at the fair market price, was $85,000. For the period ended January 31, 2016, $85,000 was expensed as consulting fees.

In September, 2015, the Company issued 1,000,000 shares of common stock the Company’s attorney at fair market price of $0.085 per share as payment for legal fees. Total value of the services, valued at the fair market price, was $85,000. For the period ended January 31, 2016, $85,000 was expensed as legal fees.

In September 2015, the Company issued 230,769, 260,417 and 316,456 restricted shares of common stocks of the Company for the conversion of $12,000, $15,000 and $20,000 of the Note I described in Note 6, respectively.

On October 5, 2015, the Company issued 152,667 restricted shares of common stocks of the Company for the conversion of the remaining principal of $7,000 and the accrued interest in the amount of $2,160 of Note I described in Note 6.

On October 1, 2015, the Company entered into an agreement with Carter, Terry & Company acting as the Company’s exclusive Financial Advisory Investment Bank and Placement Agent for an initial period of 60 days, and then reverting to a non-exclusive advisor for the next twelve consecutive (12) months. The Company agreed to issue 200,000 restricted shares of common stocks of the Company upon the execution of the agreement. Within two years’ period, the Company agreed on cash compensation fees subject to: a). 10 % of the amount up to $1,000,000; b). 8% up to 5,000,000 and c). 6% over 5,000,000 for any equity or hybrid equity capital raised and also agreed to pay restricted shares equal to 4% of capital raised by the closing price of the stock on the date of close. In October 2015, the Company issued 200,000 restricted shares of common stocks to Carter, Terry & Company valued at $0.11 per share. For the period ended January 31, 2016, $22,000 was expensed as consulting fees.

NOTE 11 – SUBSEQUENT EVENTS

On March 1, 2016, the Company entered into a definitive Purchase and Sale Agreement to acquire 100% of the issued and outstanding shares of a coffee roasting and wholesale company located in the United States. The acquisition is subject to receiving audited financial statements and a number of conditions stipulated in a letter of intent, including DTS8 completing and accepting the results of its due diligence investigation, and a valuation opinion. Closing of the transaction is expected on or before August 1, 2016, subject to financing and receipt of 2015 audited financial statements from the target company. The purchase price for the acquisition is $4,500,000, in cash at closing, or, if the total amount is not paid in cash, $4,700,000 in cash and debt at closing. As of the date of this report, the Company was in the process of completing the due diligence.

On March 2, 2016, the Company issued a convertible note (Note III) in the amount of $73,000. The Note III is due together with any interest on December 4, 2016 (the “Maturity Date”). The Company has to pay interest on the unpaid principal balance of the note at the rate of 8% per annum from March 2, 2016 until the Maturity Date. Any amount of principal or interest on the note which is not paid on the Maturity Date shall bear an interest at the rate of 22% per annum from the due date until the note is paid in full. The holder of the note shall have the right from time to time, and at any time during the period beginning on the date which is 180 days following the date of the note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the note, each in respect of the remaining outstanding principal amount of the note to convert all or any part of the outstanding and unpaid principal amount of the note into fully paid and non-assessable shares of common stock of the Company. The conversion price shall equal, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, 63% multiplied by the market price of the average of the lowest three trading prices for the common stock during the 10 trading days prior to the conversion date. As the filing date of this report, the funds have not been received.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

All references in this Report to the “Company”, “we”, “us” or “our” are to DTS8 Coffee Company, Ltd. and its 100% owned subsidiary DTS8 Holdings Co. Ltd. (“DTS8 Holdings”), which owns 100% of DTS8 Coffee (Shanghai) Co., Ltd. (“DTS8 Coffee”) which owns 100% of DTS8 Coffee (Huzhou) Co., Ltd. (“DTS8 Huzhou”).

This Report contains “forward-looking statements” that involve risk and uncertainties. We use forward-looking statements that you can identify by words or terminology such as "may", "should", "could", "predict", "potential", "continue", "expect", "anticipate", "future", "intend", "plan", "believe", "estimate" and similar expressions (or the negative of these expressions). Except for historical information, this Report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. All statements other than statements of historical facts included in this report, including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and other plans and objectives for future operations, and future product demand, supply, costs, marketing, transportation and pricing factors, are forward-looking statements. Actual results, levels of activity, performance, achievements and events may vary materially from those implied by the forward-looking statements. These statements are based on our current beliefs, expectations and assumptions. Any such statements should be considered in light of various risks and uncertainties that could cause results to differ materially from expectations, estimates or forecasts expressed. The various risks and uncertainties include, but are not limited to: changes in general economic conditions, changes in business conditions in the coffee industry, fluctuations in consumer demand for coffee products, the availability and costs of green beans, increased competition within the green bean and roasted coffee businesses, our lack of successful operating history, our history of continued losses, our inability to successfully implement our business plan, fluctuations in the price of green coffee, concentration of single product and sales, lack of significant experience in the coffee industry of our employees, inability to hire, train and retain qualified personnel, inability to acquire customers, natural disasters, adverse weather conditions, diseases, political and social instability in countries where we source green coffee beans, weak consumer demand for our roasted coffee, and the fact that we own only one roasting plant and interruption to our only roasting plant may cause significant disruption to our roasting operation. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this Report. Readers should carefully review this Report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

~~For~~We were ~~the~~incorporated ~~nine~~under ~~months~~the ~~ended~~laws ~~January~~of ~~31,~~the ~~2016,~~State ~~our~~of ~~sales~~Nevada ~~from~~on ~~fresh~~March ~~roasted coffee decreased by 5.4%~~27, ~~which~~2009 isunder ~~inconsistent~~the ~~with~~name ~~growth~~“Berkeley inCoffee ~~revenue~~& weTea, ~~experienced~~Inc.” On ~~for the year ended~~ April 30, ~~2015.~~2012, ~~We expect the decrease to be temporary in nature as~~ we ~~work~~acquired ~~through~~100% of the ~~management~~issued ~~changes reported in our previous quarter. News sales initiatives have been introduced~~ and ~~expectations~~outstanding ~~are~~capital ~~for~~stock ~~this~~of toDTS8 ~~result~~Holdings ~~in a return to our previously established revenue growth trend~~Co. ~~Chinese consumers are now choosing coffee more by its origin country and flavor~~, ~~rather than by brand, which is similar to the current trend of coffee consumption habits in Western countries~~Ltd. In(“DTS8 ~~China~~Holdings”), a ~~the~~corporation ~~expanding~~organized ~~coffee culture~~ and ~~the~~existing ~~popularity~~under ~~of coffee shops in bigger cities is increasing~~ the ~~awareness~~laws ~~and sale~~ of ~~fresh~~Hong ~~roasted coffee. Supplying gourmet~~Kong, ~~artisan~~and ~~roasted,~~which ~~coffees,~~owns ~~fresh~~DTS8 ~~from~~Coffee ~~our~~(Shanghai) ~~roaster located in Huzhou~~Co., ~~positions us well in Shanghai to participate in the development and evolution of this new coffee drinking culture in all of China~~Ltd. ~~Fresh~~(“DTS8 Coffee”), ~~artisan roasted coffee is only available at~~ a ~~limited~~wholly ~~number~~owned offoreign ~~premium~~subsidiary ~~food~~entity ~~service~~(“WOFE”) ~~establishments.~~corporation ~~The~~organized ~~opening of new coffee cafes~~ and ~~fast~~existing ~~food~~under ~~restaurants has increased coffee sales in China due to~~ the ~~adoption~~ laws of ~~modern lifestyles and affluence within~~ the ~~country. The evolution in the taste and buying habits of Chinese consumers is creating opportunities for the continued development of a robust coffee market which bodes well for the Company~~People’s ~~future~~Republic ~~revenue~~of ~~growth~~China.

17In March 2013, we established a 100% owned subsidiary of DTS8 Coffee called DTS8 Coffee (Huzhou) Co. Ltd. (“DTS8 Huzhou”) in Huzhou, Zhejiang Province, China. DTS8 Huzhou is a coffee roaster equipped with the standard procedures to ensure that it meets regulatory requirements for food safety and sanitation in China. Effective May 1, 2016, we disposed of our former subsidiaries in China and thereby became a blank cheque company.

~~Review~~We currently maintain a mailing address at Suite 300 – 1055 West Hastings Street, Vancouver, British Columbia, Canada V6E 2E9 and our telephone number is (604) 609-6163. We do not have any subsidiaries. Our fiscal year end is April 30. Our current plans are to merge with, engage in a capital stock exchange with, purchase all or substantially all of ~~Operations~~the assets of, or engage in any other similar business combination with one or more operating businesses.

~~Sales~~As of ~~for~~ the ~~nine~~date ~~months~~of ~~ended~~this ~~January 31~~report, ~~2016~~we ~~and~~do ~~2015~~not ~~were~~have ~~$255,882~~any ~~compared~~specific tobusiness ~~$270,572.~~combination ~~The~~under ~~decrease~~consideration ofand ~~approximately~~we ~~5.4%~~have isnot ~~attributable~~identified toany prospective atarget ~~decrease~~business, innor ~~sales~~has ~~volume~~anyone todone ~~existing~~so ~~and~~on ~~new~~our ~~wholesale customers~~behalf. ~~Cost~~We ofcannot ~~sales~~provide ~~were~~any ~~$176,729~~assurance ~~and~~as ~~$175,890,~~to ~~respectively,~~whether ~~and~~any ~~our~~proposed business ~~gross~~combination ~~profits~~will ~~for~~be ~~the~~feasible ~~nine~~at ~~months ended January 31~~all, ~~2016~~or ~~and~~will ~~2015,~~be ~~were~~feasible ~~$79,153~~on ~~(31%~~terms ofacceptable ~~sales)~~to ~~$94~~us,~~682~~ ~~(35%~~and ofwe ~~sales).~~have ~~The~~no ~~gross~~way ~~margin changes are due to the increased cost~~ of ~~sales~~forecasting whether ~~resulting~~any ~~from~~proposed ~~increased~~business ~~raw~~combination ~~coffee~~will ~~prices~~be ~~during~~successfully ~~the~~completed ~~period~~on ~~while~~a ~~the~~timely ~~occupancy costs remained at same level~~basis. ~~Our general and administrative expenses were $872,793 and $615,164 during the nine months ended January 31, 2016, and 2015.~~

~~Our~~We believe ~~operating~~that ~~expenses for~~ the ~~nine~~earliest ~~months~~we ~~ended~~will ~~January~~begin ~~31,~~generating ~~2016~~revenues ~~and~~will ~~2015~~not ~~were~~be ~~$897,062~~until ~~and~~after ~~$634.939.~~the ~~The~~completion ~~increase~~ of ~~$257,629 were mainly due to higher office and administration costs and shares issued at~~ a ~~fair~~business ~~market value of $540,500 for services which were comprised with $342,500 for management and director fees, $6,000 for wages & benefits, $107,000 for consulting fees and $85,000 for legal fees~~combination. ~~Our marketing expenses were $24~~ However,~~222~~ ~~and~~even ~~$19,775~~if ~~during~~we ~~the~~successfully ~~nine~~complete ~~months~~a ~~ended~~business ~~January 31~~combination, ~~2016~~we ~~and~~may ~~2015.~~not ~~Our~~be ~~losses~~able ~~for~~to ~~the~~achieve ~~nine~~our ~~months~~anticipated ~~ended~~business ~~January 31~~goals, gain ~~2016~~any ~~and~~operating ~~2015~~benefits ~~were~~or ~~$1,305,252~~generate ~~and~~any ~~$540,257, respectively~~profits. ~~Consequently, our accumulated loss to January 31, 2015 was $9,172,730.~~

We are a “shell company” as defined in Rule 405 under the Securities Act of 1933, as amended, and Rule 12b-2 under the Exchange Act, since we only have nominal operations and nominal assets.

Results of Operations

For the Three Months ended July 31, 2016

Revenue

We did not generate any revenue during the three months ended July 31, 2016, and we did not generate any revenue from continuing operations during the same period in the prior year. We do not anticipate that we will earn any revenue during the current fiscal year or in the foreseeable future, as we do not have any operations and are presently engaged in seeking a business combination with a target business. We anticipate that we will incur substantial losses over the next year, unless we are able to successfully complete a business combination and develop the business of the target company.

Expenses

During the three months ended July 31, 2016, our total operating expenses decreased by $42,715 from the same period in 2015, from $73,716 to $30,461.

Our operating expenses consist entirely of general and administrative expenses, which include management fees, consulting fees, professional fees, transfer agent fees, investor relations expenses, office and general expenses, and financing costs. Our professional fees consist of accounting, legal and audit fees. Our office and general expenses include rent, communication expenses (e.g., internet and telephone), office supplies, bank charges, courier fees and postage costs.

Our general and administrative expenses for the three months ended July 31, 2016 consisted of $18,000 in management fees, $12,930 in professional fees, $5,718 in financing costs, $4,615 in consulting fees, $3,579 in investor relations expenses, $1,849 in office and general expenses and $1,636 in transfer agent fees, as offset by $17,866 in expense recovery due to discontinued operations.

Other Income/Expense

During the three months ended July 31, 2016, we incurred $40,647 in interest expense and a positive change of $190,877 in the fair value of our derivative liabilities, resulting in other income of $150,230. During the same period in 2015, our other expenses of $1,087 consisted entirely of interest expense.

Net Income/Loss

During the three months ended July 31, 2016, we generated net income of $2,735, which was equal to our net income from continuing operations of $119,769 less our net loss from discontinued operations of $117,034. During the same period in 2015, we incurred a net loss of $78,829, consisting of a $74,263 net loss from continuing operations and a $4,566 net loss from discontinued operations.

Our net income/loss per share from continuing operations for both the three months ended July 31, 2016 and 2015 was $0.00. In addition, our net income/loss from discontinued operations for the three months ended July 31, 2016 was $0.00.

Liquidity and Capital Resources

~~Provided~~As of ~~below~~July is31, ~~selected~~2016, ~~financial~~we ~~data~~had ~~about~~$1,251 usin ~~for~~cash ~~the~~and ~~periods~~cash ~~ended~~equivalents, ~~January 31~~$24,636 ~~2016~~in current and ~~April~~total 30assets, ~~2015. Our~~$320,513 ~~financial~~in ~~statements~~current ~~and~~liabilities, $978,039 ~~notes~~in ~~thereto~~total ~~are~~liabilities ~~included~~and ina ~~this~~working ~~Report~~capital ~~under~~deficit ~~“Financial~~of ~~Statements”~~$295,877. As of July 31, 2016, we also had an accumulated deficit of $9,472,723.

		January 31, 2016		April 30, 2015
Cash	$	30,270	$	85,665
Total assets	$	141,984	$	286,277
Total liabilities	$	1,233,749	$	1,067,286
Stockholders’ equity	$	(1,091,765)	$	(781,009)

During the three months ended July 31, 2016 we spent $92,950 in net cash on continuing operating activities, compared to spending $50,837 in net cash on continuing operating activities during the same period in 2015. The increase in our spending on operating activities between the two periods was largely due to certain adjustments to reconcile our net loss to net cash used in continuing operating activities.

AsWe did ofnot ~~January~~engage ~~31, 2016, we had $30,270~~ in ~~cash,~~any ~~receivables~~continuing ofinvesting ~~$50,600~~activities ~~and~~during ~~inventory of $7,136, while our accounts payable and accruals were $101,821 and due to related parties amount was $563,163 and~~ the ~~net~~three ~~value~~months ofended ~~our~~July ~~machinery~~31, ~~plant~~2016 ~~and~~or ~~equipment was $50,286~~2015. Our paid in capital was $8,028,775, and stockholders’ equity was ($1,091,765). Since our inception on March 27, 2009, we have incurred an accumulated deficit of $9,172,730 and other comprehensive income from currency translations of $2,596.

AsDuring the ofthree ~~April~~months ~~30,~~ended ~~2015~~July 31, 2016 we ~~had~~received $8586,~~665~~926 in net cash, ~~receivables~~from ofcontinuing ~~$78,551,~~financing ~~inventory of $58~~activities,~~150~~ ~~and~~including ~~prepaid expenses of~~ $9191,~~004,~~250 in ~~while~~proceeds ~~our~~from ~~accounts~~notes payable and ~~accruals were~~ $~~240~~28,~~334,~~500 ~~loans~~in proceeds from related parties. ~~were~~These ~~$772,952~~amounts ~~and~~were weoffset ~~had~~by arepayments of convertible notes ~~note~~totaling ~~payable of~~ $54132,~~000~~824. ~~The~~During ~~net~~the ~~value~~same ofperiod ~~our~~in ~~machinery~~2015, ~~plant~~we ~~and~~spent ~~equipment was~~ $5453,~~907.~~207 ~~Our paid~~ in ~~capital~~net ~~was~~cash ~~$7,057,409~~on ~~and~~continuing ~~shareholders’~~financing ~~equity deficit was $781~~activities,~~009.~~ ~~We incurred accumulated losses~~ consisting of $750,~~867,478~~000 ~~and~~in ~~our~~proceeds ~~other comprehensive loss~~ from ~~currency~~share ~~translations~~issuances ~~was~~less $5103,~~731~~207 asin ofrepayments ~~April~~to ~~30,~~related ~~2015~~parties.

During the period ended January 31, 2016, we financed our operations by selling shares of common stock and issued convertible promissory note. Our ability to continue with our business is subject to our ability to continue generating additional revenue and obtaining equity financing for working capital. To fund our ongoing operations, we may be forced to find alternate sources of financing, which at this time cannot be assured. 6

~~As of~~ During the ~~date~~three ofmonths ~~this~~ended ~~Report~~July 31, 2016 we ~~have~~did not ~~incurred~~spend any ~~coffee-related~~net ~~research~~cash ~~and~~on ~~development~~discontinued ~~expenses~~operating ~~and~~activities, dowhereas ~~not~~we ~~plan~~received to$28,875 in ~~incur~~net ~~any~~cash ~~research~~from ordiscounted ~~development~~operating ~~expenses~~activities during the same period in the ~~future.~~prior year.

Our cash holdings decreased by $6,024 during the three months ended July 31, 2016, from $7,275 to $1,251.

We are currently reviewing businesses in relation to a potential business combination. If we are successful in consummating a business combination, we will likely incur expenses for personnel and business expansion. In order for us to attract and retain quality personnel, we anticipate that we will need to offer competitive salaries, issue common stock to consultants and employees and grant stock options. We estimate that our operating expenses over the next 12 months will be approximately $100,000, all of which will be general and administrative expenses. This estimate may change significantly depending on the nature of our future business activities and whether we continue our operations.

We are not currently in good short-term financial standing and we do not anticipate that we will earn any revenue in the near future or generate positive internal operating cash flow until we can complete a business combination. It may take several years for us to acquire an operating business, develop a business plan and generate revenue. There is no assurance we will achieve profitable operations following the completion of any business combination.

As of July 31, 2016, we had $1,251 in cash. Since we will require additional capital to fund the acquisition of an operating business, we plan to proceed by way of private placements, loans or possibly a direct offering. However, there is no assurance that we will be able to raise enough capital to meet our future cash requirements.

Going Concern

Our financial ~~consolidated~~statements ~~interim~~for ~~financial~~the ~~statements~~three months ended July 31, 2016 have been prepared on a going concern basis, ~~which contemplates the realization of assets~~ and ~~satisfaction~~contain ofan ~~liabilities~~explanatory paragraph in ~~the~~Note ~~normal~~3 ~~course~~which ofidentifies ~~business.~~issues Wethat ~~have~~raise ~~incurred~~substantial ~~material~~doubt ~~recurring~~about ~~losses~~our ~~from~~ability ~~operations. As of January 31, 2016, we had an accumulated deficit, limited cash and unprofitable operations. These factors, among others, indicate that we may be unable~~ to continue as a going concern ~~for a reasonable period of time~~. Our financial statements do not include any adjustments ~~relating~~that tomight ~~the~~result ~~recoverability~~from ~~and classification of recorded asset amounts or~~ the ~~amounts~~outcome ~~and classification~~ of ~~liabilities~~this ~~that may be necessary should we be unable to continue as a going concern~~uncertainty. ~~Our continuation as a going concern is contingent upon our ability to obtain additional financing and to generate revenue and cash flow to meet our obligations on a~~

timely basis. Any failure to generate revenue and profits will raise substantial doubt about our ability to continue as a going concern. We plan to retain any cash we earn in order to develop our business.

Off-Balance Sheet Arrangements

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 our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies &and Estimates

The preparation of financial statements in ~~conformity~~accordance with accounting principles generally accepted ~~accounting~~in ~~principles~~the ~~requires~~United ~~management~~States toof ~~make~~America requires athe ~~variety~~use of estimates and assumptions that affect ~~(1)~~ the reported amounts of assets and liabilities, ~~and~~ disclosure of contingent assets and liabilities known to exist as of the date of the financial statements ~~and~~are ~~(2)~~published, and the reported amounts of revenues, goodwill impairment and expenses during the reporting ~~periods covered by the financial statements~~period. ~~Our~~ ~~management~~Uncertainties ~~routinely~~with ~~makes~~respect ~~judgments~~to ~~and~~such estimates ~~about~~and ~~the~~assumptions ~~effect of matters that~~ are inherent ~~inherently~~in ~~uncertain. As~~ the ~~number~~preparation of ~~variables~~our ~~and~~financial ~~assumptions~~statements; ~~affecting the future resolution of the uncertainties increases~~accordingly, ~~these~~it ~~judgments~~is ~~become~~possible ~~even more subjective and complex. Although we believe~~ that ~~our~~the ~~estimates and assumptions are reasonable,~~ actual results ~~may~~could differ ~~significantly~~ from these estimates~~. Changes~~ ~~in estimates~~ and assumptions ~~based~~and ~~upon~~could ~~actual results may~~ have a material ~~impact~~effect on ~~our results of operations and/or financial condition. We have identified certain accounting policies that we believe are most important to~~ the ~~portrayal~~reported amounts of our ~~current~~ financial ~~condition~~position and results of operations. ~~Our significant accounting policies are disclosed in Note 4 to the financial statements included in this Report.~~

~~Revenue Recognition~~ 7

WeThe preparation ~~derive~~of ~~our~~financial ~~revenue~~statements ~~from~~in conformity with generally accepted accounting principles requires management to make a variety of estimates and assumptions that affect (1) the ~~sale~~reported amounts of ~~roasted~~assets ~~coffee.~~and ~~Revenue~~liabilities isand ~~recognized~~disclosure ~~when~~of ~~persuasive~~contingent assets ~~evidence~~and liabilities as of anthe ~~arrangement~~date ~~exists,~~of ~~delivery~~the ~~occurs~~financial statements, and (2) the ~~sales~~reported ~~price~~amounts isof ~~fixed~~revenues orand ~~determinable~~expenses during the reporting periods covered by the financial statements. Our management routinely makes judgments and ~~collectability~~estimates isabout ~~reasonably~~the ~~assured~~effect of matters that are inherently uncertain. ~~Coffee~~ isAs ~~considered~~the ~~delivered~~number ~~when~~of ~~title~~variables and ~~risk~~assumptions ~~have~~affecting ~~been~~the ~~transferred~~future toresolution of the ~~customer~~uncertainties increases, these judgments become even more subjective and complex. ~~Retail~~Although ~~sales~~we believe that our estimates and assumptions are reasonable, ~~recorded~~actual ~~when~~results ~~payment~~may isdiffer ~~tendered~~significantly atfrom ~~point~~these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of ~~sale~~operations and/or financial condition. ~~Wholesale~~We ~~sales~~have identified certain accounting policies that we believe are ~~recorded~~most ~~upon~~important ~~delivery~~to the portrayal of ~~coffee~~our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 4 to the ~~customers~~financial statements included in this report.

~~Property and Equipment~~Related Parties

~~Property~~A party ~~and~~is ~~equipment~~considered ~~are~~to ~~stated~~be atrelated ~~cost.~~to ~~Depreciation~~the isCompany ~~provided~~if ~~using~~ the ~~straight-line~~party directly or ~~accelerated~~indirectly ~~methods~~or ~~over~~through ~~the~~one ~~estimated~~or ~~useful~~more ~~lives~~intermediaries, ofcontrols, is ~~the~~controlled ~~assets.~~by, ~~The~~or ~~useful~~is ~~lives~~under ofcommon ~~property,~~control ~~plant~~with ~~and~~the ~~equipment~~Company. ~~for~~Related ~~purposes~~parties ofalso ~~computing~~include ~~depreciation~~principal ~~are~~owners ~~five~~of tothe ~~ten~~Company, ~~years~~its management, ~~for~~members ~~equipment.~~of Wethe ~~evaluate~~immediate ~~the~~families ~~recoverability~~of principal owners of ~~property~~the Company and ~~equipment~~its ~~when~~management ~~events~~ and ~~circumstances~~other ~~indicate~~parties ~~that~~with ~~such~~which the ~~assets~~Company ~~might~~may bedeal ~~impaired.~~if Weone ~~determine~~party ~~impairment~~controls byor ~~comparing~~can significantly influence the ~~undiscounted~~management ~~future~~or ~~cash~~operating ~~flows~~policies ~~estimated~~of the other to an beextent ~~generated~~that byone ~~these~~of ~~assets~~the totransacting ~~their~~parties ~~respective~~might ~~carrying~~be ~~amounts.~~prevented ~~Maintenance~~from ~~and~~fully ~~repairs~~pursuing ~~are~~its ~~expensed~~own asseparate ~~incurred~~interests. ~~Replacements~~A ~~and~~party ~~betterments~~which can ~~are~~significantly ~~capitalized.~~influence ~~The~~the ~~cost~~management ~~and~~or ~~related~~operating ~~reserves~~policies of ~~assets~~the ~~sold~~transacting parties or ~~retired~~if ~~are~~it ~~removed~~has ~~from~~an ownership interest in one of the ~~accounts,~~transacting parties and ~~any~~can ~~resulting~~significantly ~~gain~~influence orthe ~~loss~~other isto ~~reflected~~an inextent ~~results~~that one or more of ~~operations~~the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

~~Receivables~~Stock Issued for Services

~~Trade~~The Company accounts ~~receivable~~for ~~are~~stock-based ~~recorded~~compensation atto ~~the~~employees ~~net~~in ~~realizable~~accordance ~~value~~with ~~and~~ASC do718 ~~not~~which ~~bear~~requires ~~interest.~~companies Noto ~~allowance~~measure ~~for doubtful accounts was made during period based on management’s best estimate of~~ the cost ~~amount~~ of ~~probable~~services ~~credit~~received ~~losses~~ in ~~existing~~exchange ~~accounts~~for ~~receivable.~~an Weaward ~~evaluate~~of ~~our~~an ~~allowance~~equity ~~for~~instrument ~~doubtful accounts~~ based upon ~~knowledge~~the ofgrant-date ~~our~~fair ~~customers~~value ~~and~~of ~~their~~the ~~compliance with credit terms~~award. Stock-based ~~The~~compensation ~~evaluation~~expense ~~process~~is ~~includes~~recognized ~~a review of customers’ accounts~~ on a ~~regular~~straight-line basis. ~~The~~over ~~review process evaluates all account balances with amounts outstanding for 60 days and other specific amounts for which information obtained indicates that~~ the ~~balance~~requisite ~~may~~service ~~be uncollectible~~period. AsStock-based atcompensation awards ~~January~~to ~~31,~~non-employees ~~2016~~are ~~and~~accounted ~~April 30, 2015, there was no allowance~~ for ~~doubtful~~in ~~accounts.~~accordance Wewith doASC ~~not have any off~~505-~~balance-sheet credit exposure related to our customers~~50.

~~ITEM~~ Item 3. Quantitative and Qualitative Disclosures about Market Risk.

QUANTITAIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

19Item 4. Controls and Procedures.

~~ITEM~~Evaluation of 4Disclosure Controls and Procedures

~~CONTROL~~We maintain ~~AND~~disclosure ~~PROCEDURES~~controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act, that are 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 rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~Evaluation~~We maintain a system of ~~Controls~~internal accounting controls that is designed to provide reasonable assurance assets are safeguarded and transactions ~~Procedures~~are executed and properly recorded in accordance with management’s authorization. Our management does not expect our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

WeAs of ~~evaluated~~the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon this evaluation, asand the material weaknesses in our internal control over financial reporting identified in our annual report for the year ended April 30, 2016, our management concluded that our disclosure controls and procedures were not effective to ensure that information we are required byto ~~paragraph~~disclose ~~(b)~~in ofthe ~~Rule~~reports ~~13a-15~~we file or ~~Rule~~submit ~~15d-15~~ under the Exchange Act, asis ofrecorded, ~~the~~processed, summarized ~~end~~and ofreported within the ~~period~~time ~~covered~~periods byspecified ~~this~~in ~~Report,~~the ~~being~~SEC’s ~~January~~rules 31and forms, ~~2016.~~and ~~This~~that ~~evaluation~~such information was ~~conducted~~not accumulated ~~with~~and ~~the~~communicated ~~participation~~to ofmanagement, including our ~~principal~~Chief ~~executive~~Executive ~~officer~~Officer and ~~our~~Chief ~~principal~~Financial ~~accounting~~Officer, ~~officer~~to allow timely decisions regarding required disclosures.

~~Disclosure controls are those controls and other procedures designed to ensure information we are required to disclose~~ Changes in ~~the~~Internal reports we file pursuant to the Exchange Act is correctly recorded, processed, summarized and reported. We maintain a system of internal accounting controls that is designed to provide reasonable assurance assets are safeguarded and transactions are executed and properly recorded in accordance with management’s authorization. This system is continually reviewed and augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness. Controls

~~Our~~During the ~~management~~three ~~does~~months ~~not~~ended ~~expect~~July ~~our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system~~31, ~~no matter how well conceived and operated~~2016, ~~can~~there ~~provide~~were ~~only~~no ~~reasonable,~~changes ~~but~~in ~~not~~our ~~absolute,~~internal ~~assurance the objectives of a~~ control ~~system~~over ~~are~~financial ~~met. Further,~~reporting ~~any~~(as ~~control~~defined ~~system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments~~ in ~~decision~~Rule 13a-~~making~~15(e) ~~can be faulty~~ and ~~breakdowns~~Rule ~~can~~15d-15(e) ~~occur~~under ~~because~~the ofExchange ~~simple error or mistake. Additionally~~Act), ~~controls~~that ~~can~~materially ~~be circumvented by the individual acts of some persons~~affected, ~~by collusion of two~~ or ~~more~~are ~~people~~reasonably orlikely byto ~~management~~materially ~~override~~affect, our ofinternal a control. ~~A design of a control system is also based upon certain assumptions about potential future conditions;~~ over ~~time,~~financial ~~controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate~~reporting. ~~Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.~~

~~Changes in Internal Control over Financial Reporting~~ 8

~~Based~~PART II ~~upon~~– ~~their~~OTHER evaluation of our controls over financial reporting, as required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act, our principal executive officer and principal accounting officer have concluded that our disclosure controls are, and will be, effective in providing reasonable assurance that material information relating to us is accumulated and communicated to management, including our principal executive and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There were no changes in our internal controls that occurred during the quarter covered by this Report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting. INFORMATION

20Item 1. Legal Proceedings.

~~PART~~We are IInot -aware ~~OTHER~~of ~~INFORMATION~~any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder is (i) a party adverse to us in any legal proceedings, or (ii) has a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

~~ITEM~~Item 2. 1Unregistered Sales of Equity Securities and Use of Proceeds.

~~LEGAL~~During the ~~PROCEEDINGS~~three months ended July 31, 2016, we completed the following sales of unregistered securities:

AsIn May of2016, ~~the~~we ~~date~~issued tranches of ~~this Report~~1,121,076 ~~there~~and ~~is no litigation pending or threatened by or against us. However~~1,470,588 ~~from~~restricted ~~time~~shares toof ~~time~~common westock ~~may be subject~~ to ~~legal~~one ~~proceedings~~investor ~~and~~in ~~claims~~connection inwith the conversion ~~ordinary~~of ~~course~~an aggregate of ~~business. Such claims~~$50,000 ~~even~~under iftwo ~~not~~convertible ~~meritorious,~~promissory ~~would~~notes ~~result~~ in the ~~expenditure~~aggregate byprincipal usamount of ~~significant~~$210,000 ~~financial~~dated July ~~and~~20 ~~managerial resources~~2015.

~~ITEM~~On June 1A22, 2016, we issued 3,000,000 restricted shares of our common stock to a related party at a price of $0.01 per share for cash proceeds of $185,000. In addition, we reserved 800,000 shares of our common stock to be issued to the related party as a loan fee, which shares have not been issued as of the date of this report.

~~RISK~~On June ~~FACTORS~~28, 2016, we issued 1,000,000 restricted shares of our common stock to a consultant at a deemed price of $0.028 per share in consideration for consulting fees valued at $28,000.

~~Not~~We issued these shares in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. Our reliance on Section 4(2) was based on the following factors: (a) the issuances were isolated private transactions by us which did not involve a public offering; (b) there was only one investor in each transaction; (c) there were no subsequent or contemporaneous public offerings of securities by us; (d) the shares were not broken down into smaller denominations; and (e) the negotiations for the sale of the shares took place directly between the applicable investor and us.

~~ITEM~~Item 3. 2Defaults Upon Senior Securities.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On August 24, 2015, we issued 4,00,000 restricted shares of common stock to an officer and director of the Company pursuant to a management agreement dated at a fair market price of $0.06 per share as payment for management fees. Total value of the services, valued at the fair market price, was $240,000. For the period ended January 31, 2016, $240,000 was expensed as management fees. The shares were issued with a restrictive legend, and the shares are exempt from registration as contained in Section 4(2) of the Securities Act based upon the fact that the shares were issued in a private transaction to a director of the Company.

On August 24, 2015, we issued 1,1,00,000 restricted shares of common stock to a director and two employees of the Company at a fair market price of $0.06 per share as payment for management fees. Total value of the services, valued at the fair market price, was $66,000. For the period ended January 31, 2016, $66,000 was expensed as management fees. The shares were issued with a restrictive legend, and the shares are exempt from registration as contained in Section 4(2) of the Securities Act based upon the fact that the shares were issued in a private transaction to a director and two employees of the Company.

On August 28, 2015, the Company in lieu of cash payment issued 3,542,857 shares of the Company’s common stock as payment in full for the outstanding debts of $248,000 owed to the former director and the chief executive officer. The shares were issued at the fair market price of $0.07 per share, being the closing stock price at August 28, 2015. The shares were issued with a restrictive legend and in reliance on an exemption from registration under Regulation S of the Securities Act.

On September 10, 2015, we issued 500,000 restricted shares of common stock to a consultant of the Company at a fair market price of $0.085 per share as payment for consulting fees. Total value of the services, valued at the fair market price, was $42,500. For the period ended January 31, 2016, $42,500 was expensed as consulting fees. The shares were issued with a restrictive legend, and the shares are exempt from registration as contained in Section 4(2) of the Securities Act based upon the fact that the shares were issued in a private transaction and are exempt from registration as contained in Section 4(2) of the Securities Act.

On October 5, 2015, the Company issued 200,000 restricted shares of common stocks to Carter, Terry & Company valued at $0.11 per share. For the period ended January 31, 2016, $22,000 was expensed as consulting fees.

On October 20, 2015, the Company issued two convertible promissory notes with same terms in a total amount of $210,000 with a discount of 5%. The proceeds of $200,000 of the note were not received until October 23, 2015. The note is due together with any interest on April 19, 2015 (the “Maturity Date”). The Company has to pay interest on the unpaid principal balance of the note at the rate of 10% per annum from October 23, 2015 until the Maturity Date. The outstanding principal and interest at 120% may be redeemed within 90 days of closing and 130% after 90 days. The conversion price shall equal, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, 61% of the lowest daily volume weighted average price (“VWAP”) of the common stock during the 15 trading days prior to the conversion date.

The note was issued in reliance on an exemption from the registration requirements of Rule 506 of Regulation D under the Securities Act. The cash proceeds of was used for general working capital.

Stock Repurchase

We do not have any stock repurchase plan.

ITEM 3

DEFAULT UPON SENIOR SECURITIES

None.

~~ITEM~~ Item 4. Mine Safety Disclosures.

MINE SAFETY DISCLOSURES

Not applicable.

~~ITEM~~ Item 5. Other Information.

~~OTHER INFORMATION~~ None.

~~Alexander Liang resigned as a director of DTS8 Coffee Company, Ltd~~Item 6. ~~(“Company”) effective February 22, 2016~~Exhibits. ~~The form 8-K report was filed. Douglas Thomas, the sole director, serves as the Chairman, Chief Executive Officer, President and Chief Financial Officer.~~

As of the date of this Report, our management is unaware of any additional information to be reported on Form 8-K during the quarters ended January 31, 2016.

Number		Description

31.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

~~No material changes were made to the procedures by which security holders may recommend nominees our board of directors.~~ 9

ITEM 6

EXHIBITS

Exhibit Number	Description
3.1	Articles of Incorporation	Previously filed
3.2	Bylaws	Previously filed
14.1	Code of Conduct	Previously filed
31	Section 302 Certification	Included
32	Section 906 Certification	Included
101.INS*	XBRL Instance	Included
101.SCH*	XBRL Taxonomy Extension Schema	Included
101.CAL*	XBRL Taxonomy Extension Calculation	Included
101.DEF*	XBRL Taxonomy Extension Definition	Included
101.LAB*	XBRL Taxonomy Extension Labels	Included
101.PRE*	XBRL Taxonomy Extension Presentation	Included

* XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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.

DTS8 COFFEE COMPANY, LTD.

Date: October 28, 2019	DTS8 Coffee Company, Ltd.

	By:	/s/ Richard Malcolm Smith
		Richard Malcolm Smith
		President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director

By:	/s/ Douglas Thomas
	Douglas Thomas
	President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
	Date: March 16, 2016

Filing Compare · DTS8 COFFEE COMPANY, LTD.