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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 20-F   (Mark One) ☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR  ☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2019 OR  ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR  ☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-24342   GRAPH BLOCKCHAIN INC. (Exact name of Registrant as specified in its charter)   N/A (Translation of Registrants name into English) British Columbia, Canada (Jurisdiction of incorporation or organization) 2161 Yonge Street, Suite 210, Toronto, Ontario, Canada, M4S 3A6 (Address of principal executive offices) (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. None Securities
registered or to be registered pursuant to Section 12(g) of the Act.  Title of Each Class

Name of each Exchange on which
RegisteredCommon Shares

Canadian Securities Exchange Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None   Indicate the number of
outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report. 138,284,581
as of April 30, 2019.




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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.    ☐  Yes    ☒  No If this report is an annual or transition
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    ☐  Yes    ☒  No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    ☒  Yes    ☐  No Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files).    ☐  Yes    ☒  No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or an emerging growth company. See definition of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act.  Large accelerated filer   ☐

Accelerated filer   ☐

Non-accelerated filer   ☒Emerging growth company   ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.  
The term new or revised financial accounting standard refers to any update issued by the Financial
Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of
accounting the registrant has used to prepare the financial statements included in this filing:  U.S. GAAP   ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board   ☒

Other   ☐ If Other has been checked in response to the previous question, indicate by check mark which financial statement
item the registrant has elected to follow.    ☐  Item 17    ☐  Item 18 If this is
an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    ☐  Yes    ☒  No




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Table of Contents  Part IItem 1.

Identity of Directors, Senior Management and Advisers


1Item 2.

Offer Statistics and Expected Timetable


1Item 3.

Key Information


1Item 4.

Information on the Company


3Item 4.

A. Unresolved Staff Comments


10Item 5.

Operating and Financial Review and Prospects


10Item 6.

Directors, Senior Management and Employees


11Item 7.

Major Shareholders and Related Party Transactions


16Item 8.

Financial Information


16Item 9.

The Offer and Listing


17Item 10.

Additional Information


17Item 11.

Quantitative and Qualitative Disclosures about Market Risk


24Item 12.

Description of Securities Other Than Equity Securities


24Part IIItem 13.

Defaults, Dividend Arrearages and Delinquencies


24Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds


24Item 15.

Controls and Procedures


25Item 16.

A.    Audit Committee Financial Experts


26Item 16.

B.    Code of Ethics


26Item 16.

C.    Principal Accountant Fees and Services


26Item 16.

D.    Exemptions from the Listing Standards for Audit Committees


26Item 16.

E.    Purchases of Equity Securities by the Company and Affiliated Purchasers


26Item 16.

F.    Change in Registrants Certifying Accountant


27Item 16.

G.    Corporate Governance


27Item 16.

H.    Mine Safety Disclosure


27Part IIIItem 17.

Financial Statements


27Item 18.

Financial Statements


27Item 19.

Exhibits


28




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Part I References in this Shell Company Report on Form 20-F to we, our, the Company and
the Issuer refer to Graph Blockchain Inc. and its predecessor, Reg Technologies Inc., as applicable, individually and collectively with its subsidiaries as the context requires. Brief Introduction On November 6, 2018, the Issuer
entered into an Amalgamation Agreement (the Amalgamation Agreement) among Reg Technologies Inc., 2659468 Ontario Inc., a wholly-owned subsidiary of the Issuer incorporated pursuant to the laws of the Province of Ontario, Canada
(Subco) and Graph Blockchain Limited, a corporation incorporated under the laws of Ontario, Canada (Graph), whereby Subco and Graph amalgamated under the provisions of the Ontario Business Corporations Act (the
OBCA), with Graph being the surviving entity of the amalgamation (the Amalgamation) and becoming a wholly-owned subsidiary of Reg Technologies Inc. A copy of the Amalgamation Agreement was attached to the Form 20-F filed by the Issuer on November 21, 2018 as Exhibit 4.3. The Amalgamation was consummated on November 6, 2018, Reg Technologies Inc. changed its name to Graph Blockchain Inc. and began conducting the
principal business of Graph (the Acquisition). Immediately prior to the Amalgamation, the Issuer did not operate a business and was a
shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Prior to becoming a shell company, the Issuer was principally a development
stage company engaged in the business of developing and commercially exploiting an improved axial vane-type rotary engine known as the RadMax rotary technology used in the design of lightweight and high efficiency engines, compressors and pumps. As a result of the Amalgamation, the Issuer consummated a fundamental change transaction and ceased to be a shell company. Pursuant to Rule 13a-19 under the Exchange Act, the Issuer filed a Form 20-F on November 21, 2018 to disclose the information that would be required to be disclosed if it were registering
securities under the Exchange Act.  Item 1.
Identity of Directors, Senior Management and Advisers Not applicable  Item 2.
Offer Statistics and Expected Timetable Not applicable  Item 3.
Key Information  A.
Selected financial data The summary consolidated financial information set forth below should be read in conjunction with, and is qualified in its entirety by reference to,
(i) the consolidated financial statements of Reg Technologies Inc., as of and for the years ended April 30, 2018, 2017 and 2016, together with the notes thereto and (ii) the financial statements of the Issuer for the year ended
April 30, 2019, the year ended April 30, 2018 and the period from incorporation (November 22, 2017) to April 30, 2019, together with the notes thereto, each of which appear elsewhere in this Form
20-F. The financial statements of Reg Technologies Inc. as of and for the years ended April 30, 2018 and April 30, 2017 were audited by Malone Bailey, LLP. The financial statements of Reg
Technologies Inc. as of and for the years ended April 30, 2016 and April 30, 2015 were audited by A Chan and Company, LLP. The financial statements of the Issuer for year ended April 30, 2019, the year ended April 30, 2018 and
the period from incorporation (November 22, 2017) to April 30, 2019 were audited by MNP LLP. Each of the financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board. Financial Data of Reg Technologies Inc. The following table is a summary of selected financial information of Reg Technologies Inc. for the fiscal years ended April 30, 2018, 2017, 2016 and
2015:  2018$


2017$


2016$


2015$Accounting Standards


IFRS



IFRS



IFRS



IFRSRevenue














Loss from continuing operations


(69,955
)


(105,762
)


(1,646,708
)


(994,230
)Net loss


(69,955
)


(105,762
)


(1,646,708
)


(994,230
)Loss from continuing operations per share


(0.01
)


(0.02
)


(0.33
)


(0.20
)Current assets


4,357



4,010



3,149



1,524,511Total assets


4,357



4,010



3,149



1,524,511  1




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Working Capital


(248,794
)


(178,839
)


(264,952
)


1,381,756Capital stock


13,636,565



13,636,565



13,636,565



13,636,565Weighted average number of shares


4,954,715



4,937,256



4,932,967



4,932,973 Financial Data of the Company The following tables are a summary of selected financial information of the Company for the period from date of incorporation (November 22, 2017) to
April 30, 2019 and as at April 30, 2019 and for the years ended April 30, 2018 and April 30, 2019. For accounting purposes the Acquisition was considered a reverse acquisition, pursuant to which Graph was the acquirer and Reg
Technologies Inc. was the acquiree. Accordingly, the selected financial information below and the consolidated financial statements are presented as a continuation of the financial statements of Graph which has a financial year end of April 30
and a date of incorporation of November 22, 2017. The results of operations of Reg Technologies Inc. are included in the consolidated financial statements of the Company from the date of the Acquisition.  Year ended April30, 2019 andApril 30, 2019$


April 30, 2018$


Period from November22, 2017 (date ofincorporation) toApril 30, 2018$Accounting Standards


IFRS



IFRS



IFRSRevenue


2,191,864







Loss from continuing operations


(4,951,927
)






(2,124,848
)Net loss


(7,617,748
)






(2,124,565
)Loss from continuing operations per share


(0.04
)






(0.03
)Current assets


661,567



3,315,652



Total assets


692,992



3,336,139



Working Capital


47,290



3,128,773



Capital stock


78,715



3,149,260



Weighted average number of shares


128,640,939



84,572,847



84,572,847 The audited financial statements of the Company for the years ended April 30, 2018 and April 30, 2019 are included
as Exhibit 15.1 of this Form 20-F. Currencies and Exchange Rates: Unless otherwise indicated, all monetary references herein are denominated in Canadian Dollars. References to $, CAD$ or
Dollars are to Canadian Dollars and references to US$ or U.S. Dollars are to United States Dollars. The following
tables set forth, for the periods indicated, the exchange rates based on the closing rates posted by the Bank of Canada. Such rates are the number of Canadian dollars per one (1) U.S. Dollar.  2019$


2018$


2017$


2016$


2015$Average Annual Exchange Rate for year ended April 30:


1.3171



1.2777



1.3177



1.3153



1.1491 According to the Bank of Canada on April 30, 2019, the exchange rate was CAD$1.3423 for US$1.00 and as of
September 5, 2019, the exchange rate was CAD$1.3228 for US$1.00. The high and low exchange rates during the previous six months was CAD$1.3527 and CAD$1.3038 for US$1.00.  B.
Capitalization and Indebtedness Not Applicable.  2




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C.
Reasons for the offer and use of proceeds Not Applicable.  D.
Risk Factors The Corporation is subject to a number of risks and uncertainties which are described in detail in its Managements Discussion and Analysis
(MD&A), attached hereto as Exhibit 15.2, under the section entitled Risk Factors which section is incorporated by reference in this annual report. The risks and uncertainties described in the MD&A are those the
Issuer currently believe to be material, but they are not the only ones the Issuer faces. If any of the risks, or any other risks and uncertainties that have not yet been identified or that are currently considered not to be material, actually occur
or become material risks, the Issuers business, financial condition, results of operations and cash flows and consequently, the price of the Issuers securities, could be materially and adversely affected.  Item 4.
Information on the Company  A.
History and Development of the Company Name and Incorporation The Issuer was incorporated
under the name Reg Resources Corp. by Notice of Articles dated October 6, 1982, under the Company Act (British Columbia). The incorporation documents of the Issuer were amended on (i) February 23, 1993, to change the name of the
Issuer to Reg Technologies Inc., (ii) April 5, 2005, to affirm that the pre-existing company provisions no longer apply to the Issuer, (iii) November 27, 2012 to increase the authorized share
capital of the Issuer; and (iv) November 6, 2018, to change the name of the Issuer to Graph Blockchain Inc. The head office of the Issuer is
located 2161 Yonge Street, Suite 210, Toronto, Ontario, Canada, M4S 3A6. The Issuer is a reporting company in British Columbia and Ontario and its shares
are listed for trading on the Canadian Securities Exchange (the CSE). The Issuer maintains its registered and records office at 1055
West Georgia Street, Royal Centre, Suite 1500, Vancouver, BC, V6E 4N7. The Issuer also has a sales office at
610-1125 Howe Street, Suite 32, Vancouver, British Columbia, Canada, V6Z 2K8 and a branch office in Seoul, Korea at 23, Hyoryeong-ro
53-gil, Seocho-gu, Seoul, South Korea. Additionally, a sales partner and significant shareholder of the Issuer, Bitnine, has a sales office in Silicon Valley, California
at 3945 Freedom Circle, Suite 260, Santa Clara, CA 95054 USA. While management of the Issuer is located in Toronto, Ontario, Canada, a significant
portion of the Issuers activities as of the date of this Form 20-F, including product development, sales and distribution, occur in South Korea. South Korean branch office is subject to the laws and regulations of South Korea and is necessary for the Issuers operations in South Korea and allows
the Issuer to comply with the laws of South Korea, which is conducive to maintaining positive relationships with local entities upon whom the Issuers operations are substantively reliant as of the date of this Form 20-F. All books and records of the branch office are located at its office in South Korea. The Issuers wholly
owned subsidiary, Graph, will have its head and registered office 2161 Yonge Street, Suite 210, Toronto, Ontario, Canada, M4S 3A6. The following chart
illustrates the intercorporate relationships that exists among the Issuer and its subsidiaries as at the date hereof.  LOGO  3




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General Development of the Business Immediately prior to the Acquisition, the Issuer did not operate a business. Prior to such time, the Issuer was principally a development stage company engaged
in the business of developing and commercially exploiting an improved axial vane-type rotary engine known as the RadMax rotary technology used in the design of lightweight and high efficiency engines, compressors and pumps. In September 2016, the Issuer entered into the Sale Agreement with Regi, which was amended and restated on February 14, 2017. The consideration received
was 51,757,119 common shares of Regi. The Issuer obtained shareholder approval for the transaction by special resolution at a special meeting of the shareholders on November 18, 2016. The transaction received approval from the TSX Venture
Exchange on February 17, 2017. The Issuers shares were voluntarily delisted from the TSX Venture Exchange at such time. The Issuer subsequently issued its shareholdings in Regi as a dividend in kind to its shareholders following such
delisting. The Board of Directors of the Issuer announced on June 29, 2018 that the Company and Graph entered into a
non-binding Letter of Intent (the LOI) pursuant to which the Issuer would acquire all of the issued and outstanding securities of Graph in a reverse takeover transaction and the resulting
issuer would continue the current business of Graph. As described herein, Graph is a Blockchain development company that provides high performance Blockchain solutions that include graphic data analysis and consulting services, implementation of
data mining analysis through the use of graph databases and speed enhancements of Blockchain control systems for corporations and government agencies. Blockchain refers to a distributed ledger technology comprised of blocks that
serves as a historical transaction record of all past transactions and can be accessed by anyone with appropriate permissions, whereby the blocks are chained together using cryptographic signatures. Shareholder approval for the consolidation (the Consolidation) of the issued and outstanding common shares of Reg Technologies Inc. on the
basis of one new common share for every ten (10) common shares of Reg Technologies Inc. and the filing of articles of amendment pursuant to the BCBCA to change the name of the Issuer to Graph Blockchain Inc. was obtained at an
annual and special meeting of the shareholders of the Issuer on September 17, 2018. The Consolidation was effective as of October 22, 2018 The
Acquisition was approved by the shareholders of Graph at a special meeting held on September 4, 2018 and was approved by a majority of the shareholders of the Issuer by way of written resolution on October 17, 2018. Pursuant to the terms of the Acquisition, each shareholder of Graph would receive one Common Share of the Issuer for each share of Graph held prior to
completion of the Acquisition. On November 6, 2018, Graph commenced a private placement of 3,354,866 units at $0.30 per unit for aggregate gross
proceeds of $1,006,460 (each, a Financing Unit), each comprised of one share (a Financing Share) and one warrant (a Financing Warrant) that closed concurrently with the Acquisition (the
Concurrent Financing). The Financing Shares and Financing Warrants issued in connection with the Concurrent Financing were subsequently exchanged for Common Shares and Warrants of the Company on completion of the Acquisition on a
one for one basis. The Financing Warrants entitled the holder to acquire one Graph Share for each Financing Warrant held at a price of $0.40 per Graph Share for a period of 18 months from the closing of the Concurrent Financing, which were exchanged
for Warrants of the Company with similar terms on a 1:1 basis at the closing of the Acquisition as described below. In connection with the Acquisition
and the Concurrent Financing, a fee equal to 0.5% of the pre-money valuation of Graph in Common Shares was paid to 514 Finance Inc. (the Finders Fee and such shares, the
Finders Fee Shares) in accordance with Canadian securities laws. The Acquisition On November 6, 2018, the Issuer entered into the Amalgamation Agreement with Subco and Graph to carry out the Acquisition initially announced by the
Issuer on June 29, 2018 following the signing of the LOI. The Acquisition was carried out by way of a three-cornered amalgamation in accordance with the provisions of the OBCA, pursuant to which, among other things:  a)
Subco and Graph amalgamated to form an amalgamated corporation pursuant to the OBCA
(Amalco), which retained the name Graph Blockchain Limited, in the manner set out in the Amalgamation Agreement;  b)
each common share of Graph issued and outstanding immediately prior to the time (the Effective
Time) of the Amalgamation (including the Financing Shares, the Graph Shares) was exchanged by each Graph shareholder for one fully paid and non-assessable common share of the
Issuer (the Common Shares);  c)
each Graph Share exchanged for 1 fully paid and non-assessable Common
Share in accordance with paragraph (b) above was cancelled;  d)
each Subco common share issued and outstanding immediately prior to the Effective Time was exchanged for one
share of common shares of Amalco;  4




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e)
each Subco common share exchanged for one common share of Amalco in accordance with paragraph (d) above
was cancelled;  f)
Amalco issued 999,900 common shares of Amalco to the Issuer;  g)
each of the 1,665,818 warrants of Graph issued to certain finders of Graph (Graph Finders
Warrants) that were outstanding immediately prior to the Effective Time was exchanged for one warrant of the Issuer on economically equivalent terms (the Finders Warrants);  h)
all Graph Finders Warrants exchanged for Finders Warrants in accordance with Paragraph
(g) were cancelled;  i)
each Financing Warrant outstanding immediately prior to the Effective Time was exchanged for one warrant of the
Issuer on economically equivalent terms (Warrants)  j)
all Financing Warrants exchanged for Warrants of the Issuer in accordance with paragraph (i) were
cancelled; AND  k)
Amalco became a wholly-owned subsidiary of the Issuer. The Acquisition of Graph was an arms length reverse takeover transaction for the Issuer. No formal valuation was commissioned or received in
connection with the Acquisition.  B.
Business Overview Current Operations Effective on the closing of the
Acquisition, the Company has been carrying on the business of Graph. Graph is a private company incorporated under the laws of the Province of Ontario
and is based in Toronto, Ontario. Graph is a Blockchain technology company that develops, markets and implements high performance private Blockchain database management solutions. Blockchain as used herein means a distributed ledger
comprised of blocks that serves as a historical transaction record of all past transactions and can be accessed by anyone with appropriate permissions. Blocks are chained together using cryptographic signatures. Graph was established as a joint venture company between Bitnine Global Inc. (Bitnine) and Datametrex AI Limited
(Datametrex) on November 22, 2017. Datametrex is a reporting issuer in British Columbia, Alberta and Ontario listed on the TSX Venture Exchange that is focused primarily on collecting, analyzing and presenting structured and
unstructured data using machine learning and artificial intelligence. Datametrex was incorporated under the OBCA on March 4, 2011 and is based in Toronto, Ontario, Canada. Bitnine is a private company incorporated in the State of California on
November 12, 2015 that specializes in providing graph database management systems and data modelling solutions and is based in San Francisco, California. Most significantly, Bitnine developed the AgensGraph solution on which the
Graph Blockchain Solution is substantially dependent, as is discussed in further detail below. Pursuant to the terms of the Joint Venture Agreement,
Datametrex was responsible for organizing the corporation and for arranging for its initial financing. Bitnine was in turn responsible for assisting in the development of the Graph Blockchain Solution prototypes and is also responsible for marketing
and selling the product in South Korea, a jurisdiction in which Bitnine has a significant customer base. At a high level, the Companys business
will revolve around its Graph Blockchain Solution, currently in the quality testing phase. The Graph Blockchain Solution enables users to replicate the full set of transactions of a peer in the Blockchain by modeling them in a
graph database. In computing, a graph database is a database that gives equal importance to data and the relationships between data points. A key benefit of the graph structure is the ability to link data from a variety of different sources directly
(in this case, separate blocks in the chain), and retrieve them with one operation. Specifically, the graph database modeling provides for a unique and more streamlined way of filtering through Blockchain based data, providing users with querying
capabilities, data optimization, and advanced analytics. In addition to enhanced transaction speed, Graph Blockchain solution provides essential benefits such as
time-to-market agility, visualization of data flows, and transparent transactions. Since the solution uses a hybrid of both graph and traditional relational databases,
it offers flexibility in terms of development in situations where the applicable business environment continuously changes. As a complete end-to-end solution that is
designed to integrate fully into an end users existing technical infrastructure, Graph offers customized business intelligence applications and dashboards for the end user, according to the clients needs, giving users enhanced
traceability and analytical insights. Please refer to Item 5.C Research and Development, patents and licenses for a more detailed breakdown of the existing and planned features and functionalities of the Graph Blockchain Solution. As of the date hereof, the Company has not entered into any contracts with end users for its Graph Blockchain Solution. Rather, the Company, together with its
development partner, Bitnine, has contracted with several large multinational entities to build scaled down prototypes to provide such entities with a proof of concept for the Graph Blockchain Solution. These scaled down prototypes are built on the
basis of an earlier version of the Graph Blockchain Solution and provides users with only a fraction of the functionality that the Graph Blockchain Solution will offer. As part of this prototype building process, the Company has gained a
considerable amount of feedback and  5




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insight on its product from both Bitnine, who built the scaled down prototype (on the basis of the core
Blockchain engine provided by the Company) and from the end users. It is this technical knowledge transfer, insight and feedback that the Company intends to employ as it begins to market its Graph Blockchain Solution. Despite its involvement in the Blockchain industry, the Company is not a cryptocurrency company and has no intention of holding cryptocurrencies or otherwise
accepting cryptocurrencies as a method of payment for its Graph Blockchain Solution Products and Services 1. Products The Issuers principal product is
the Graph Blockchain Solution, which is discussed above. As of the date hereof, the Issuer already has a number of contracts in respect of the
development of customized prototype Blockchain interfaces based on the underlying Graph Blockchain Solution, all of which, with the exception of a contract with Revive Therapeutics Ltd., are with customers in South Korea. All of the contracts
discussed below have been fulfilled by the Issuer as of the date of this Form 20-F. These prototype contracts are
all independent from any future contracts for the development of the full-scale Graph Blockchain Solution and none of the customers below have any obligation to proceed with the purchase and integration of the Graph Blockchain Solution.  

On December 14, 2017, Graph entered into a Collaboration and Services Agreement with Revive Therapeutics
Ltd. in connection with developing a Blockchain solution for Revives proprietary patient-focused program enabled by artificial intelligence dedicated to the medical cannabis industry valued at $15,000. Revive is a publicly traded corporation
on the TSX Venture Exchange operating in Ontario, Canada that is focused on the research, development and commercialization of novel therapies and technologies for the medical cannabis and pharmaceutical sectors. Pursuant to the agreement, Graph
delivered an initial technical assessment (i.e. development plan) and corresponding budget for the development of a Blockchain solution on July 31, 2018 and invoiced Revive $5,000 for the work that was completed. Upon Revive completing their
review of the initial technical assessment, it is anticipated that a prototype will be developed in the first quarter of 2019. The balance of the contract will be due and payable once the prototype is completed. However, Revive has no contractual
obligation to proceed to the proof of concept prototype phase.  

On February 5, 2018, Graph, through a distribution agreement with Rainbow entered into a definitive
agreement in partnership with IBM for Hanhwa, a Korean conglomerate, pursuant to which the Issuer developed a large-scale graph database and Blockchain solution prototype in partnership with IBM for Hanwhas database management systems. The
prototype solution was inspected and certified by Rainbow on or about August 7, 2018. The Issuer has received funds for this prototype contract in the amount of approximately $160,000.  

On March 5, 2018, Graph, through its distribution agreement with Rainbow, entered into a definitive
agreement to develop a large-scale graph database and Blockchain solution prototype in partnership with IBM for KB Life Insurance Co, Ltd. (KB), a leading life insurance company headquartered in Seoul, South Korea. The prototype
solution was inspected and certified by Rainbow on or about August 7, 2018. The Issuer has received funds for this prototype contract in the amount of approximately $400,000.  

On August 3, 2018, Graph, through its distribution agreement with Rainbow, entered into a definitive
agreement to develop a private Blockchain Graph Blockchain Solution prototype in partnership with IBM for LG Electronics Inc. (LG), a multinational electronics manufacturer, headquartered in Seoul, South Korea. The solution is to
build a private enterprise Blockchain database management system. The prototype solution was inspected and certified by Rainbow on or about October 12, 2018. The Issuer has received funds for this prototype solution in the amount of
approximately $300,000.  

On November 1, 2018, Graph, through its distribution agreement with Rainbow, entered into a definitive
agreement to develop a private Blockchain solution prototype in partnership with IBM for Hyundai Motor Company. (Hyundai), multinational automotive manufacturer headquartered in Seoul, South Korea. The solution is to build a
private enterprise Blockchain database management system. The prototype solution was inspected and certified by Rainbow on or about February 12, 2019. The Issuer has received funds for this prototype solution in the amount of approximately
$220,000.  6




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

On November 12, 2018, Graph, through its distribution agreement with Rainbow, entered into a definitive
agreement to develop a private Blockchain solution prototype in partnership with IBM for Samsung Electronics Co. Ltd. (Samsung), the worlds largest manufacturer of mobile phones and smart phones, headquartered in Suwon,
South Korea. The solution is to build a private enterprise Blockchain database management system. The prototype solution was inspected and certified by Rainbow on or about November 30, 2018. The Issuer has received funds for this prototype
solution in the amount of approximately $300,000.  

On March 11, 2019, Graph, through its distribution agreement with Rainbow, entered into an additional
definitive agreement to develop a private Blockchain solution prototype in partnership with IBM for Samsung. The solution is to build a private enterprise Blockchain database management system. The prototype solution was inspected and certified by
Rainbow on or about March 26, 2019. The Issuer has received funds for this prototype solution in the amount of approximately $900,000. Receipt of funds for prototype solutions by the Issuer are initially deferred, and are recognized as revenue upon the acceptance of the prototype solution. 2. Services While the Graph Blockchain
Solution is expected to be simple to install and is not expected to disrupt existing business intelligence systems, the Issuers business is anticipated to include an internal customer service team to assist users of the Graph Blockchain
Solution with any customer service issues that may arise. Business Strategy 1. Production As of the date of this Form 20-F, the Issuer employs three full time research and development employees, who are located in South Korea and who are responsible for building, testing and integrating the Blockchain technology and the graph
database that comprise the Graph Blockchain Solution. With the development of the Graph Blockchain Solution being completed and currently in the quality testing phase, the Issuer is moving all significant research and development activities inhouse
to its development team in South Korea, and is expected to gradually phase out its reliance on external technical consulting from Bitnine. With respect to the prototype solutions discussed above, the Issuer relied extensively on the consulting and
technical expertise of the development team at Bitnine for the prototypes development and outsourced a significant amount of its technical work to them. As a result of this significant outsourcing, the development of these prototypes resulted
in prototypes earning the Company minimal operating margins. The Issuer has made significant progress towards, and intends to continue, enhancing the knowledge base of its technical team, largely through knowledge gained during the prototype
development undertaken by Bitnine. In the future, the Issuer aims to only consult with Bitnine for certain highly technical prototype builds and to perform the remainder of its research and development work in house. The margins on any contracts for
the fully integrated Graph Blockchain Solution itself are anticipated by the Issuer to be much higher. 2. Distribution and Target Markets Under the terms of the Joint Venture Agreement, Bitnine shares responsibility with the Issuer for the marketing and sales of Graphs products and
solutions. In addition, Graph currently has an agreement with Rainbow, a company with its head office and operations in the Republic Korea, dated
February 26, 2018, to act as a non-exclusive distributor in South Korea of its Graph Blockchain Solution (including the prototypes). Pursuant to the terms of the distribution agreement, attached to the
Form 20-F filed on November 21, 2018 as Exhibit 4.5, Rainbow has a non-exclusive right to market and distribute products for the Issuer in South Korea for a period
of twenty-four months. This initial twenty-four month period may be renewed for a second twenty-four month period upon the prior mutual agreement of the parties. Under the terms of the agreement, once Rainbow has an order from a customer for the
Issuers solution, Rainbow shall provide the same order to the Issuer and the Issuer will then prepare an invoice for the work requested and begin modifying the Graph Blockchain Solution according to the specifications requested. Rainbow will
be responsible for liaising with the customer, delivering the solution to the customer, remitting all funds received from the customer to the Issuer and providing the Issuer with an inspection certificate once the product is accepted. As
compensation for acting as a distributor, Rainbow earns a fee equal to 5% of the value of the contract to the Issuer. As of the date hereof, almost all
of the Issuers contracts for the development of prototype solutions have been procured by IBM. As Graphs Blockchain Solution is based on IBMs Hyperledger Fabric, IBM is able to offer the Issuers solution as a seamless add-on to existing technical solutions it is building for customers in a variety of industries. In other words, IBM is able to offer end users Graphs Blockchain Solution as an integrated component of the
larger software solutions it is building for companies like LG and Samsung. To reduce its economic dependence on IBM and to initiate direct sales of its
customized software solutions, on April 20, 2018, Graph established a South Korea branch office with a sales department. Through its Korean sales team, the Issuer intends to focus its sales efforts on engaging existing clients of Datametrex and
Bitnine, including Samsung, LG Electronics and Lotte, and entering into agreements with such companies for the development of bespoke Blockchain solutions. As of the date of this Form 20-F, the Korean sales
team has not procured any contracts for the Issuer. The Issuer also intends to build reseller and system integration (SI) partner networks, wherein the partners will incorporate the Issuers  7




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##### Table of Contents

solutions as a complementary offering to their independent products. The ultimate objective is that these partners will conduct an assessment of the clients needs and customize the Graph
Blockchain Solution so that it is effectively integrated and functional for the clients environment. The Issuers marketing and distribution strategy will consist of the combination of selling both directly and through partnerships, which
is anticipated to increase the speed of market penetration. Graph has, and the Issuer plans to continue to sponsor trade shows, conferences, and meet-ups to get market recognition among the Blockchain
developer community and to generate sales leads. The Issuer also plans to contribute to the Hyperledger open source community. Hyperledger is one of the leading open source frameworks initiated by the Linux Foundation, one of the largest non-profit organizations in the world dedicated to supporting open source technologies, to support the collaborative development of Blockchain-based distributed ledgers. As the Issuer further grows and develops, the
Issuer intends to sell its solutions in North America, Europe and Asia through such channels. For greater certainty, the Issuer has no contracts in North America or Europe as of the date hereof. The principal markets and industries for the solutions offered by the Issuer are expected to include, but are not limited to:  

Public sector infrastructure, including the building of a bespoke secure payment gate solution for electric
vehicle charging stations;  

Fintech, including the provision of Blockchain solutions for efficient process of real-time transactions;  

Real estate, including the provision of Blockchain solutions and smart contracts;  

Logistics, including the development of Blockchain solutions for shipping and transport;  

Medical industry, including the provision of solutions to provide secure and manage transactions among highly
connected entities;  

Human Resources, including solutions to track and monitor employee work hours, employee productivity and computer
utilization hours; and  

Education sector, including solutions to verify and authenticate degree, diploma and transcript information. 3. Sales and Marking The
Graph Blockchain Solution will be custom built and sold on an annual fee basis. This fee bundles costs such as solution, installation, initial setting, configuration, warranties and upgrades. The Issuer is analyzing options for unbundling some of
these components, which would allow it to reduce the current sticker price of individual units where economies of scale can be achieved. As of the date of this Form 20-F, the Issuer has a dedicated sales team
of 2 full time employees located in its Korean branch and 2 full time employee located in its Canadian head office. The teams current role includes initiating and building relationships with other customers with the goal of closing direct
sales, and building the reseller and SI program. As described in the business objectives above, the Issuer also plans on expanding the North American sales team 4. Specialized Skill and Knowledge The Issuer has
a team with significant software development, go-to-market, marketing and Blockchain experience, as is discussed in further detail below. This team is largely comprised
of the Issuers employees and management, all of whom will be active in the day-to-day operations of the Issuer. Moreover, since South Korean business environment in which the Issuer primarily operates is significantly different from that found in North America, the
management of the Issuer has been structured with the appropriate experience and expertise for operating in South Korea. This will assist the board in identifying the specific risks associated with the Issuer in operating in Korea, and will ensure
that the boards governance and oversight responsibilities are properly discharged. The Issuers board consists of individuals with a breadth
of expertise, including capital markets, sales and marketing. For example, David Posner acted as Chief Executive Officer of Nutritional High International Inc. from May 2015 to July 2016, which is listed on the CSE. Prior to that, he had a twenty
year career running privately held real estate funds both commercial and residential, based in Toronto. Competition The Company intends to operate in a niche market segment and focus on developing bespoke blockchain graph database management solutions for companies in a
variety of industries. While the Blockchain and database management markets are generally highly competitive with many established and emerging players,
including a number of technology companies that develop private enterprise blockchains such as LeewayHertz, NEM, Quest Global Technologies, and Kaleido, there are few companies focusing on the specific market segment the Company has identified.
Further, in the Companys view, should the intellectual property protections the Company has applied for be approved, it will be difficult for other companies to offer products and services similar to that of the Company.  8




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The Company believes that the Graph Blockchain Solution has the following strengths that differentiate it
from the other available Blockchain or database management systems on the market: Transaction Speed The Graph Blockchain Solutions speed and efficiencies make it an ideal Blockchain platform for real-time transactions, specifically in the fintech,
logistics, and real estate sectors. Data Management Utilizing its graph database platform, the Graph Blockchain Solution presents data to dashboards and user interfaces in real-time. Graphs technology
allows users to filter the data into transactional data and all the related data. This increases the solution efficiencies and is not otherwise available on the market to the Companys knowledge. The Companys research and development team
will also customize a solution that provides access to data for timely strategic decisions. Advanced Analytics The Graph Blockchain Solution provides real-time advanced analytics. Graphs approach provides access to business insights not available through
traditional platforms. Management believes what differentiates this solution from others is its unique method of organizing data. This allows it to generate executable business insights. Seasonality Not applicable Legal Proceedings There are no legal proceedings
to which the Issuer or its subsidiary is, or has been, a party or of which any of their property is, or has been, the subject matter. Additionally, to the reasonable knowledge of the management of the Issuer and its subsidiary, there are no such
proceedings contemplated. Material Effects of Governmental Regulations As of the date of this Form 20-F, the Issuer operates primarily in South Korea. The Issuer anticipates its operations
will be dependent on this emerging market for the near term future. As part of operating in South Korea, the Issuer is subject to the evolving legal
framework in South Korea with respect to Blockchain technology. To the knowledge of management of the Issuer, while cryptocurrency exchanges and other aspects of the digital currency industry have been curtailed by the Korean government and
regulators, no restrictions or conditions have been imposed by the Korean government and regulatory authorities on the ability of the Issuer to operate in Korea in the manner in which its business is presently conducted. While there are risks to the Issuer associated with changes in the existing legal framework with respect to Blockchain, generally, Koreas legal system,
which is a civil law based system, has experienced political and economic stability for many years, despite ongoing military tensions with North Korea. Nevertheless, given the constantly evolving nature of the Issuers industry, the Issuer
intends to work closely with Korean legal advisors to ensure it is continually able to conduct its business as intended as the legal framework develops. Management and the board of the Issuer will revisit the risks associated with operating in Korea
to the extent there are changes to the legislative framework and adjust its business and governance practices accordingly. Due to the nature of its
business, the Issuer is also subject to the legal regime in South Korea with respect to intellectual property. The Issuers strategy to protect any intellectual property rights it may have in the Graph Blockchain Solution is to rely on a
combination of intellectual property protections, including patent applications, license, employment and confidentiality agreements and software security measures to further protect its technology and brand. South Korea has been a World Trade
Organization (WTO) member since 1995. WTO member nations must include certain intellectual property protection standards in their national laws, including with respect to patents, copyrights and trademarks. South Korea is also a signatory to a
number of international intellectual property agreements. Management believes the standard of intellectual property protection in such jurisdiction to be of a reasonably high standard and thus does not view intellectual property infringement to be a
material risk as it relates to its operations in South Korea. The Issuer currently owns no real property in South Korea and does not anticipate any local
laws and customs regarding rights and ownership to property to impact its business. The Issuer is not aware of any restrictions on the ownership of property which might impact its business. As the Issuer will use South Korean distributors to facilitate the payment to the Issuer from the sale of its Graph Blockchain Solution to end user customers,
the Issuer will also need to rely on and understand banking customs in South Korea. From their prior experience in operating in Korea, management of the Issuer believes that Koreas banking system and standards for professional services are
comparable to that of North American countries. Further, according to the Korea Financial System Stability Assessment by the International Monetary Fund in 2014: Korea has a well-developed payment, clearing and settlement infrastructure, but
there is room to increase compliance with international standards. In addition, to the knowledge of the Issuer, there is no currency transfer limit in Korea. Korea has liberalized foreign exchange controls in line with OECD  9




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##### Table of Contents

benchmarks. Foreign firms may remit profits to Canadian banks provided that the foreign firm complies with the notification requirements of applicable legislation. In terms of corporate structure, management of the Issuer will engage with and supervise local management of the Korean office. Pursuant to Korean law, a
branch office is distinct from a subsidiary and is treated as a separate taxable entity that is able to operate as a revenue generating entity. Sales and manufacturing activities are allowed and there is no minimum capital requirement at
establishment. Further, branch offices do not maintain their own board of directors. As such, the Issuer maintains responsibility for overseeing the operations of the employees in Korea. Finally, management believes that an appropriate legal framework exists for the enforcement of Canadian judgements in South Korea. The enforcement of foreign
judgments in Korea is governed by the Korean Civil Procedure Act. A court may enforce a Canadian judgment provided it satisfies certain requirements of that act including that (i) the international jurisdiction of the foreign court is
recognized under legislation or treaties, (ii) the defendant has received under a lawful method, service with sufficient time to reply, (iii) the foreign judgment does not violate public policy  being the good morals and other
social order of Korea and (iv) there is reciprocity between Korean and the foreign jurisdiction in which the judgment was rendered. As of the date hereof, Ontario, where the Issuers management and board of director reside, has
already been recognized as a reciprocal jurisdiction. However, as Korea is not a party to the HCCH Convention on the Recognition and Enforcement of Foreign Judgments in Civil and Commercial Matters 1971 (Hague Foreign Judgments Convention) or any
other bilateral or multinational treaties for the reciprocal recognition and enforcement of foreign judgments, there is a risk that legislative or judicial changes may prevent the recognition of Canadian judgements in South Korea.  C.
Organizational structure The Company has one wholly-owned subsidiary: Graph Blockchain Limited.  D.
Property, plant and equipment. The Company does not own any real property. The Company leases office space in Seoul, South Korea, measuring approximately 83.25 square meters for sales and
technology development and support.  Item 4.
A. Unresolved Staff Comments Not applicable  Item 5.
Operating and Financial Review and Prospects  A.
Operating Results Please refer to the MD&A, attached hereto as Exhibit 15.2.  B.
Liquidity and Capital Resources See Liquidity, Capital Resources, and Cash Flow in the MD&A, attached hereto as Exhibit 15.2.  C.
Research and Development, patents and licenses. The Issuer utilizes two open source technologies as the underlying building blocks of its Graph Blockchain Solution. In particular, the Issuer uses Hyperledger
Fabric, which was developed by IBM for the Blockchain aspects of its solution and AgensGraph, a technology developed by Bitnine, for the graph modeling aspects of its solution. The unique aspect of the Graph Blockchain Solution relates to the manner
in which these two technologies are customized and combined together to model blockchain technologies on a graph database. This methodology for combining
these two technologies was initially developed by an employee of Bitnine. On March 23, 2018, the employee filed two patents with the United States Patent and Trademark Office, in concert with filing two patents with the Korean Intellectual
Property Office on March 26, 2018. The patents relate to methodologies, processes and algorithms developed by the employee, which focus on the enhancement of transactional performance for private Blockchains. This includes data gathering and
throughput, optimization and presenting the data to a user interface dashboard at rates that are considerably faster than traditional relational based systems. Pursuant to a Combined Declaration and Assignment for Utility Patent and Design Patent
Applications dated April 4, 2018, the employee transferred his entire and exclusive right, title and interest to the four patent applications and all letters patent to be obtained with respect to said applications to Graph in consideration for
an aggregate payment of $40,000, of which $10,000 has been paid as of the date hereof. As of the date hereof, an additional two patents are in the
process of being prepared by the Issuer for filing with the United States Patent and Trademark Office. These patents relate to the control system and method for controlling a private blockchain system, including the technical schema of the solution,
and the visualization and analysis of the graph data. The above noted patents are still in the application stage and there can be no guarantees that the
Issuer will obtain such patents.  10




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##### Table of Contents

The Issuer also intends to protect any rights it may in hold in the Graph Blockchain Solution by attempting
to ensure that any intellectual property rights that may otherwise be owned by or attributable to its developers in South Korea are transferred to the Issuer. More specifically, all developers currently have assignment of intellectual property
clauses in their employment contracts. Finally, the contracts that the Issuer has with its distributors, and will have with the ultimate end-users of its solutions, also provide that the ownership of all intellectual property pertaining to the Issuer or its subsidiary and their products, including trademarks, trade names and copyright, remains with
the Issuer or its subsidiary. For a discussion of the risks relating to the Issuers intellectual property, please refer to Item 3.D Risk Factors.  D.
Trend Information and Business Objectives Please refer to the MD&A, attached hereto as Exhibit 15.2.  E.
Off Balance Sheet Arrangements The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current
or future material effect on the Companys financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.  F.
Tabular Disclosure of Contractual Obligations The following table provides information as of the latest fiscal year end balance sheet date with respect to our known contractual obligations specified below.
We expect to fund these obligations from operating income and equity financing:  Contractual Obligations

Total


Less than1 year


1-3 years


3-5years


Morethan5 yearsLong-term debt obligations


Nil



Nil



Nil



Nil



NilCapital (Finance) Lease obligations


Nil



Nil



Nil



Nil



NilOperating lease obligations


52,531



35,021



Nil



Nil



NilPurchase Obligations


Nil



Nil



Nil



Nil



NilOther Long-term liabilities reflected on the balance sheet under IFRS


Nil



Nil



Nil



Nil



NilTotal


52,531



35,021



Nil



Nil



Nil  G.
SAFE HARBOR See Forward Looking Statements in the MD&A, attached hereto as Exhibit 15.2.  Item 6.
Directors, Senior Management and Employees  A.
Directors and Senior Management The name, municipality of residence, position or office held with the Issuer and principal occupation of each director and executive officer of the Issuer, as
well as the number of voting securities beneficially owned, directly or indirectly, or over which each exercises control or direction as of the date of this Form 20-F, are as follows:  11




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##### Table of Contents

Name, place of the
residence and
position with Issuer

Age

Principal occupation
during the last five (5)
years and principal business activities
outside the Issuer(1)

Date of
appointment as
director or
officer

Shares Beneficially
Owned, Directly or
Indirectly, or Controlled or
DirectedJeff Stevens(2)
Richmond Hill, Ontario
Chief Executive Officer and
Chairman

46

President and Chief Operating Officer of Datametrex since October 2016. Chief Executive officer of S4 Management Group Inc., a consulting firm since October 2104. Vice President Corporate Finance of Maxim Resources
from October 2014 to December 2015. Institutional sales at Industrial Alliance (formerly MGI Securities Inc.) from October 2011 to October 2014.

May 2, 2019

4,508,000 (3.26%)Steve Kang Markham, Ontario
Chief Financial Officer and
Corporate Secretary

53

Vice President, Finance of DataMetrex AI Limited.

November 6, 2018

1,636,464 (1.18%)Adam Morrison Toronto, Ontario
Chief Operating Officer

35

Co-Founder & President of Esports Capital Corp. Chief Technology Officer of Millennial Esports Corp from October 2016 to April 2019. Chief Technology Officer of Pro
Gaming League from May 2015 to October 2016. Vice President, Technology of Pro Gaming League from November 2014 to May 2015.

August 15, 2019

NilDavid Posner(2)(3)
Toronto, Ontario Director

45

Consultant to Quinsam Capital Corp., a merchant bank focused on cannabis-related investments, Chief Executive Officer and President of Nutritional High International Inc., a company that develops, acquires and designs
products in the marijuana-infused edible sector.

November 6, 2018

NilTodd Shapiro(3)
Toronto, Ontario Director

46

Chief Executive Officer, The Todd Shapiro ShowMedia Company/Radio Show/Talent Representation.

November 6, 2018

166,667 (0.12%) Notes:  1.
The information as to principal occupation, business or employment and shares beneficially owned or controlled
is not within the knowledge of management of the Issuer and has been furnished by the respective individuals. 2.
Member of the audit committee. 3.
Independent director. Each of our directors will serve until the next annual meeting of our shareholders. None of our directors have service contracts with the Company or any of
its subsidiaries providing for benefits upon termination of employment. The Companys Audit Committee consists of David Posner and Jeff Stevens. The Board may from time to time establish additional committees. Set forth below is certain biographical information furnished to us by our directors and executive officers. There are no family relationships among any of
our current directors or executive officers. No director or executive officer was appointed as a director or executive officer of the Company pursuant to any arrangement or understanding with any major shareholder, customer, supplier or other
person. Jeff Stevens Chief Executive Officer and Chairman Jeff Stevens brings over 18 years of professional experience in the Canadian capital markets, largely focusing on raising capital for micro-cap and small cap companies. He currently sits on the board of two public companies assisting with project selection and financing. He has worked on the retail, buy, and sell sides of the industry, having held
positions as Assistant Investment Advisor, Arbitrage Trader, as well as having been the head of two Sales and Trading desks for a US-based investment bank in Toronto. During his tenure Jeff was involved in
raising in excess of $500M for public and private companies with a client base including Institutional Money Managers, Hedge Funds, Mutual Funds and Family Offices in Canada, US and Europe.  12




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##### Table of Contents

Steve Kang Chief Financial Officer and Corporate Secretary Steve Kang is a seasoned finance and accounting professional. Steve has acquired a wealth of finance expertise and experience over 25 years from working at
Honeywell, LG Electronics, and various accounting firms and public companies in Canada. He served as a VP in Finance at Loyalist Group Limited. Most recently, as CFO and VP finance, he spearheaded Datametrex Ltd.s qualifying transaction with
Everfront Ventures Corp. (currently Datametrex AI Limited) in June 2017 and Datametrex is now a listed company on the TSX Venture Exchange. He has attained a B.A. in Economics from Korea University and has obtained Certified Management Accountant
(USA) and Chartered Professional Accountant, CGA (Ontario) designations. Mr. Kang intends to devote approximately 50% of his time to the Company. As
an employee, Mr. Kang has non-competition, non-solicitation and non-disclosure obligations with respect to the Company
pursuant to his employment contract. Adam Morrison Chief Operating Officer Throughout the past 15 years, Adam Morrison has served as CTO and COO for various technology based companies whose primary focuses have been based in the
entertainment, video game, and esports industries. Adam Morrison is the co-founder & president of Esports Capital Corp. Prior to that, Mr. Morrison served as the Chief Technology Officer of
Millennial Esports Corp. since October 2016. Mr. Morrison has garnered an unparalleled amount of experience and insight into the exploding industry of professional competitive gaming. Mr. Morrisons addition to Graph Blockchain equips
the company with the valuable insight and toolset required to fully capitalize on the newly entered business vertical of competitive video gaming. David Posner  Director David Posner has
been a consultant to Quinsam Capital Corp. since December 27, 2017. Mr. Posner served as Chief Executive Officer and President of Nutritional High International Inc. (formerly, Sonoma Capital Inc.) from July 7, 2014 until
July 25, 2016. Mr. Posner served as an Acquisitions Manager of Stonegate Properties Inc., where he managed real estate properties and brokered deals in Canada and Oklahoma. He served as the Managing Director of Sales &
Acquisitions for Maria Chiquita Development Company from 2005 to 2012. From 2004 to 2007, he was a partner in a private investment group involved in the acquisition, re-zoning and re-positioning for sale of land holdings in Costa Rica and Panama. He brought Hempen Gold, the first hemp-infused beer to Canada. He imported and created marketing and branding initiatives for various
other alcoholic products in Canada. He has been the Chairman of Nutritional High International Inc. since July 25, 2016. He has been a Director of Nutritional High International Inc. since July 2014. Mr. Posner is a director of The Lineage
Grow Company Ltd., Capricorn Business Acquisitions Inc. and Aura Health Corp. He served as a Director at The Tinley Beverage Company Inc. from October 2, 2015 to February 28, 2017. Mr. Posner holds a Bachelor of Arts degree from York
University. Mr. Posner intends to devote approximately 5% of his time to the Company. Mr. Posner has not entered into any non-competition or non-agreement in connection with serving as a director of the Issuer. Todd Shapiro  Director Todd Shapiro has
been a Toronto radio show host and a familiar voice on Canadas airwaves for over 18 years. Todd has also worked with a range of companies as a brand ambassador, including Chrysler/Dodge/Jeep, Pizza Pizza, Sony Pictures, Subway Restaurants,
Huggies Pull-Ups, Intact Insurance, Mene Jewelry and E & J Gallo Winery. Todd Shapiro currently serves
as an Honorary Chair for the Road Hockey To Conquer Cancer for the Princess Margaret Cancer Foundation. Mr. Shapiro intends to devote approximately
5% of his time to the Company. Mr. Shapiro has not entered into any non-competition or non-agreement in connection with serving as a director of the Issuer. There is no family relationship between directors or officers. Please refer to Item 7.B.  Related Party Transactions. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was
selected as a director or member of senior management.  B.
Compensation The Companys Named Executive Officers (NEO) for the most recently completed financial year (as of April 30, 2019) were Jeff Stevens, CEO
and Steve Kang, CFO. Compensation Discussion and Analysis Overview, Philosophy and Objectives The Issuer does not
have a formal compensation program. The board of directors of the Issuer meet to discuss and determine management compensation, without reference to formal objectives, criteria or analysis. The general objectives of the Issuers compensation
strategy are to: (a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long-term shareholder value; (b) align managements interests with the
long-term interests of shareholders; (c) provide a compensation package that was commensurate with other Blockchain technology companies to enable the Issuer to attract and retain talent; and (d) ensure that the total compensation package
was designed in a manner that took into account the constraints that the Issuer is under by virtue of the fact that it is a technology development company without a history of earnings.  13




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##### Table of Contents

Elements of Compensation Program The executive compensation program consisted of a combination of base salary and performance bonuses. Base salary was used to provide the NEOs with a set amount of money during the year with the expectation that each NEO will perform his responsibilities to
the best of his ability and in the best interests of the Issuer. Base Salary The base salary review of each NEO takes into consideration the current competitive market conditions, experience, performance, and the particular skills of
the NEO. Base salary is not evaluated against a formal peer group. The board of directors relied on the general experience of its members in setting base salary amounts. Performance Bonuses The bonus for each NEO was
determined on a case by case basis. The factors considered in assessing the bonus amounts include, but are not limited to, the position of the NEO and expense control. Compensation Risk The board of directors has not
proceeded to an evaluation of the implications of the risks associated with the Issuers compensation policies and practices. the Issuer has not adopted a policy forbidding directors or officers from purchasing financial instruments that are
designed to hedge or offset a decrease in market value of the Issuers securities granted as compensation or held, directly or indirectly, by directors or officers. The Issuer is not, however, aware of any directors or officers having entered
into this type of transaction. Link to Overall Compensation Objectives Each element of the executive compensation program has been designed to meet one or more objectives of the overall program. The fixed base salary of each NEO combined with the performance bonuses has been designed to provide total compensation that the Board believes is competitive
with that paid by other companies of comparable size engaged in similar business in appropriate regions. Summary Compensation Table The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly,
by the Issuer to the NEOs, collectively, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or
perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO for services provided and for services to be provided, directly or indirectly, to the Issuer, for the Issuers most recently completed financial year. Based on
Canadian public reporting rules applicable to the Issuer and applicable stock exchange rules, disclosure is not required on an individual basis and the Issuer does not otherwise make individual disclosures public. Non-equity Incentive Plan Compensation ($)  Salary ($)

Share-basedAwards ($)


Option-basedAwards ($)


Annual IncentivePlans


Long-termIncentive Plans


Pension Value ($)


All OtherCompensation ($)


TotalCompensation ($)391,250


841,819



Nil



Nil



Nil



Nil



75,000



1,308,069 Incentive Plan Awards There was no stock option based award granted to the directors and NEOs during the year ended April 30, 2019.  14




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##### Table of Contents

Value Vested or Earned The following table sets out the value vested or earned by the NEOs under our equity and non-equity incentive plans
during the most recently completed financial year. Based on Canadian public reporting rules applicable to the Issuer and applicable stock exchange rules, disclosure is not required on an individual basis and the Issuer does not otherwise make
individual disclosures public.  Option-based awards  Value vested during the year ($)

Share-based awards  Value vested during the year ($)Nil


841,819 Pension Plan Benefits The Issuer does not have a defined benefit pension plan or a defined contribution plan and does not at this stage intend to adopt one. Termination and Change of Control Benefits During the most recently completed financial year ended April 30, 2019, there were no employment contracts, agreements, plans or arrangements for payments
to a NEO, at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Issuer or a change in NEOs responsibilities. Director Compensation The following table sets
forth information with respect to all amounts of compensation provided to the directors of the Issuer (other than the NEOs) for the most recently completed financial year. Based on Canadian public reporting rules applicable to the Issuer and
applicable stock exchange rules, disclosure is not required on an individual basis and the Issuer does not otherwise make individual disclosures public.  Fees earned ($)

Share-basedAwards ($)


Option-basedAwards ($)


Non-equityincentive plancompensation ($)


Pension value ($)


Othercompensation ($)


Total ($)79,589


Nil



Nil



Nil



Nil



28,847



108,436  C.
Board Practices As of the date of this Form 20-F, the board of directors of the Issuer consists of Jeff Stevens, David Posner and Todd
Shapiro. The term of each director expires on the date of the next annual general meeting in 2019, unless his or her office is earlier vacated or he or she is removed in accordance with the Issuers articles and the BCBCA. Each of these
executive officers and directors serves in the identical capacity with respect to the Issuers wholly owned subsidiary, Graph. Peter Kim was Chairman and a member of the board of directors of the issuer from the date of the Acquisition until
the date of his resignation on February 15, 2019. Andrew Ryu replaced Mr. Kim as director and chairman on February 15, 2019. Mr. Ryu was replaced by Jeff Stevens as chairman and director on May 2, 2019. The Board has established an Audit Committee. The Issuers audit committee consists of David Posner and Todd Shapiro, each of whom is a director and
financially literate in accordance with Canadian public company requirements. David Posner and Todd Shapiro are independent, as defined under relevant Canadian standards. Audit Committee The Issuers audit committee
is responsible for the financial reporting process on behalf of the board of directors and for overseeing the adequacy of the Issuers system of internal accounting controls. This includes oversight responsibility for financial reporting and
continuous disclosure, oversight of external audit activities, oversight of financial risk and financial management control. As of the date of this Form 20-F, the Issuers audit committee is composed of
two members, all of whom are financially literate and two of whom are independent. The members of the Issuers audit committee have considerable experience reviewing financial statements, including in respect of reporting issuers. A member of the audit committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a
relationship which could, in the view of the Board, reasonably interfere with the exercise of a members independent judgment. A member of the audit
committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and
complexity of the issues that can reasonably be expected to be raised by the Company.  15




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##### Table of Contents

D.
Employees As of the date of this Form 20-F the Company had the following number of employees:  Location

Full Time Employees


Part-Time EmployeesToronto, Ontario


1



2Vancouver, British Columbia


1



0South Korea


3



0 As the Company expands its activities, it is probable that it will hire additional employees, especially in connection with
its operations upon completion of the Acquisition  E.
Share Ownership The following table sets forth, as of the date of this Form 20-F: (a) the names of each beneficial owner of more
than five percent (5% ) of our Common Shares known to us, the number of Common Shares beneficially owned by each such person, and (b) the names of each director and officer, the number of Common Shares beneficially owned, and the percentage of
our Common Shares so owned, by each such person, and by all of our directors and executive officers as a group. Each person has sole voting and investment power with respect to the Common Shares, except as otherwise indicated. Beneficial ownership
consists of a direct interest in the Common Shares, except as otherwise indicated. Individual beneficial ownership also includes Common Shares that a person has the right to acquire within 60 days from the date of this Form 20-F.  Name and Address

Number of Shares Held

Percentage of class


Percentage of Votes HeldDatametrex AI Limited

36,329,287 Common Shares


26.45
%


26.45
%Jeff Stevens

4,508,000 Common Shares


3.26
%


3.26
%Steve Kang

1,636,464 Common Shares


1.18
%


1.18
%David Posner

0 Common Shares


0
%


0
%Todd Shapiro

166,667 Common Shares


.12
%


.12
% The directors and executive officers of the Issuer as a group, directly or indirectly, beneficially own or exercise control or
direction over 8,138,012 Common Shares, representing 5.92% of the issued and outstanding Common Shares.  Item 7.
Major Shareholders and Related Party Transactions  A.
Major Shareholders Please refer to Item 6.E, Share Ownership. None of
the Companys major shareholders have different voting rights.  B.
Related Party Transactions Please refer to Related Party Transactions in the MD&A, attached hereto as Exhibit 15.2.  C.
Interests of Experts and Counsel. Not applicable  Item 8.
Financial Information  A.
Consolidated Statements and Other Financial Information The consolidated financial statements of the Company included with this Form 20-F have been prepared in compliance with
IFRS, as adopted by the International Accounting Standards Board. See Item 18: Financial Statements. Legal
Proceedings We are not involved in any legal actions or claims and to our knowledge no such actions or claims are pending.  16




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Dividend Distributions We did not declare or pay any dividends to our shareholders in the year ended April 30, 2019. The actual timing, payment and amount of dividends paid on
our Common Shares is determined by our Board, based upon things such as our cash flow, results of operations and financial condition, the need for funds to finance ongoing operations and such other business considerations as our Board considers
relevant.  B.
Significant Changes Please refer to Item 4: Information on the Company  A. History and Development of the Company for a discussion of significant events that
have occurred after April 30, 2018.  Item 9.
The Offer and Listing  A.
Offer and Listing Details The Companys Common Shares are listed for trading on the CSE under the symbol of GBLC The following table sets forth the reported high and low prices and the trading volume for the periods indicated:  CSEHigh
CAD$


LowCAD$Year ended April 30, 2019


0.85



0.35  B.
Plan of Distribution Not applicable  C.
Markets The Companys shares of Common Stock are currently traded on the CSE under the symbol GBLC.  D.
Selling Shareholders Not applicable  E.
Dilution Not Applicable  F.
Expense of the Issue Not Applicable  Item 10.
Additional Information  A.
Share Capital Not applicable.  B.
Memorandum and Articles of Association We are organized under the laws of the Province of British Columbia, Canada and have been assigned the number BC0255438. Our Articles do not contain a description of our objects and purposes. Our Articles do not restrict a directors power to vote on a proposal, arrangement or contract in which the director is materially interested, vote on
compensation to themselves or any other members of their body in the absence of an independent quorum or exercise borrowing powers. There is no mandatory
retirement age for our directors and our directors are not required to own securities of our company in order to serve as directors. Our authorized
capital consists of an unlimited number of common shares, an unlimited number of preferred shares with a par value of CAD$1.00 per preferred share and an unlimited number of Class A non-voting shares
without par value. Neither the preferred shares nor the Class A non-voting shares have special rights or restrictions attached. The holders of all shares are entitled to vote at all meetings of the
Companys shareholders, to receive dividends, if, as and when declared by the Board, and to participate ratably in any distribution of property or assets upon the liquidation, winding-up, or other
dissolution of the Company. The shares are not subject to any future call or assessments and do not have any pre-emptive rights or redemption rights. There are no limitations specific to the rights of non-Canadians to hold or vote our common shares in our charter
documents.  17




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Our Articles provide for the election of directors at each annual general meeting. Each director holds
office until the next annual general meeting of our shareholders or until his successor is elected or appointed, unless his office is earlier vacated in accordance with our Articles or with the provisions of the BCBCA. An annual meeting of shareholders must be held at such time in each year that is not later than 15 months after the last preceding annual meeting and at such
place as our Board may from time to time determine. The quorum for the transaction of business at any meeting of shareholders is two persons who are entitled to vote at the meeting in person or by proxy and who hold in aggregate at least 5% of the
issued shares entitled to be voted at the meeting. Only persons entitled to vote, our directors and auditors and others who, although not entitled to vote, are otherwise entitled or required to be present, are entitled to be present at a meeting of
shareholders. Other than not specifically providing a mechanism for shareholders to call a special meeting, our Articles do not contain any provisions
that would have an effect of delaying, deferring or preventing a change in control of our Company. Our Articles also do not contain any provisions that would operate only with respect to a merger, acquisition or corporate restructuring of our
Company. Our Articles do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed.  C.
Material Contracts Except for contracts entered into in the ordinary course of business, the only material contracts entered into by the Issuer are the following: Distribution Agreement The Issuer has an
agreement with Rainbow, a company with its head office and operations in the Republic Korea, dated February 26, 2018, to act as a non-exclusive distributor in South Korea of its Graph Blockchain Solution
(including the prototypes). Pursuant to the terms of the distribution agreement, attached to the Form 20-F filed on November 21, 2018 as Exhibit 4.5, Rainbow has a
non-exclusive right to market and distribute products for the Issuer in South Korea for a period of twenty-four months. This initial twenty-four month period may be renewed for a second twenty-four month
period upon the prior mutual agreement of the parties. Under the terms of the agreement, once Rainbow has an order from a customer for the Issuers solution, Rainbow shall provide the same order to the Issuer and the Issuer will then prepare an
invoice for the work requested and begin modifying the Graph Blockchain Solution according to the specifications requested. Rainbow will be responsible for liaising with the customer, delivering the solution to the customer, remitting all funds
received from the customer to the Issuer and providing the Issuer with an inspection certificate once the product is accepted. As compensation for acting as a distributor, Rainbow earns a fee equal to 5% of the value of the contract to the Issuer. Escrow Agreement In accordance with
CSE rules and policies and relevant Canadian securities regulations all Common Shares held by certain Principals (as such term is defined in Canada National Instrument 46-201) as of the date of the
CSE listing are subject to escrow restrictions contained in the Escrow Agreement and will be released in accordance with the release schedule specified therein. A summary of the terms of the Escrow Agreement can be found under Item 10 of the
Issuers Form 20-F filed on November 21, 2018.  D.
Exchange Controls There are no laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest,
dividends or other payments to non-resident holders of our shares of Common Stock, other than as described below in Item 10.E.  E.
Taxation Canadian Federal Income Tax Information for United States Residents The following is a discussion of material Canadian federal income tax considerations generally applicable to holders (U.S. Residents) of our
common shares who, for purposes of the Income Tax Act (Canada) and the regulations thereunder (the Canadian Tax Act):  

deal at arms length and are not affiliated with us;  

hold such shares as capital property;  

do not use or hold (and will not use or hold) and are not deemed to use or hold our common shares, in or in the
course of carrying on business in Canada;  

are not insurers who carry on an insurance business or are deemed to carry on an insurance business in Canada and
elsewhere;  

have not been at any time residents of Canada or deemed to be residents of Canada;  18




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

are, at all relevant times, residents of the United States under the Canada-United States Income Tax
Convention (1980), as amended, (the Convention) and eligible for benefits under the Convention; and  

is not eligible for benefits under an income tax treaty or convention entered into with Canada other than the
Convention. TAX MATTERS ARE VERY COMPLICATED AND THE CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF
OUR COMMON SHARES WILL DEPEND UPON THE STOCKHOLDERS PARTICULAR SITUATION. THE SUMMARY OF MATERIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW IS INTENDED TO PROVIDE ONLY A GENERAL SUMMARY AND IS NOT INTENDED TO BE A COMPLETE
ANALYSIS OR DESCRIPTION OF ALL POTENTIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES. THIS DISCUSSION DOES NOT INCLUDE A DESCRIPTION OF THE TAX LAWS
OF ANY PROVINCE OR TERRITORY WITHIN CANADA. ACCORDINGLY, HOLDERS AND PROSPECTIVE HOLDERS OF OUR COMMON SHARES ARE ENCOURAGED TO CONSULT WITH THEIR OWN TAX ADVISERS ABOUT THE TAX CONSEQUENCES TO THEM HAVING REGARD TO THEIR OWN PARTICULAR
CIRCUMSTANCES, INCLUDING ANY CONSEQUENCES OF PURCHASING, OWNING OR DISPOSING OF OUR COMMON SHARES ARISING UNDER CANADIAN FEDERAL, CANADIAN PROVINCIAL OR TERRITORIAL, U.S. FEDERAL, U.S. STATE OR LOCAL TAX LAWS OR TAX LAWS OF JURISDICTIONS OUTSIDE THE
UNITED STATES OR CANADA. This summary is based on the current provisions of the Canadian Tax Act, proposed amendments to the Canadian Tax Act
publicly announced by the Minister of Finance (Canada) prior to the date hereof (the Proposed Amendments), and the provisions of the Convention as in effect on the date hereof. No assurance can be given that the Proposed
Amendments will be entered into law in the manner proposed, or at all. No advance income tax ruling has been requested or obtained from the Canada Revenue Agency to confirm the tax consequences of any of the transactions described herein. This summary is not exhaustive of all possible Canadian federal income tax consequences for U.S. Residents, and other than the Proposed Amendments, does not
take into account or anticipate any changes in law, whether by legislative, administrative, governmental or judicial decision or action, nor does it take into account Canadian provincial, U.S. or foreign tax considerations which may differ
significantly from those discussed herein. No assurances can be given that subsequent changes in law or administrative policy will not affect or modify the opinions expressed herein. Sale of Shares A U.S. Resident who disposes or is
deemed to dispose of our common shares will not be liable to tax under the Canadian Tax Act in respect of any capital gain realized on the disposition unless such shares constitute taxable Canadian property at the time of disposition for
purposes of the Canadian Tax Act and no relief is available under the Convention. Provided our common shares are not otherwise deemed to be taxable
Canadian property of a U.S. Resident and are listed on a designated stock exchange, as defined in the Canadian Tax Act (which currently includes the CSE), at the time of disposition, our shares will not constitute taxable Canadian
property of a U.S. Resident at that time, unless, at any time in the 60 month period preceding the disposition, the following two conditions were met concurrently: (a) 25% or more of the issued shares of any class of the capital stock of the issuer
were owned by any combination of (i) the U.S. Resident, (ii) persons with whom the U.S. Resident did not deal at arms length and (iii) partnerships in which persons referred to in (i) or (ii) hold a membership interest
(directly or indirectly through one or more partnerships); and (b) more than 50% of the fair market value of our common shares was derived from, directly or indirectly, any combination of (w) real or immovable property situated in Canada,
(x) Canadian resource properties (as defined in the Canadian Tax Act), (y) timber resource properties (as defined in the Canadian Tax Act), and (z) options in respect of, or an interest in, the property described in
(w) to (y), whether or not such property exists. If our common shares constitute taxable Canadian property of a U.S. Resident, a capital gain
arising on the disposition of such securities may be exempt from tax in Canada pursuant to the Convention provided that the value of such securities is not derived principally from real property situated in Canada within the meaning of
the Convention (a Treaty Exempt Property). The Convention would generally not be available to a holder of our shares that is a U.S. resident limited liability company (a LLC) which is not subject to tax in the
U.S. However, the Convention may apply to exempt from tax in Canada the portion of a capital gain realized on a disposition of Treaty Exempt Property by such a U.S. Resident fiscally transparent LLC that is attributable to one or more members of the
LLC that are U.S. Residents. Such U.S. Residents should consult their tax advisors about their particular circumstances. Dividends Dividends paid or credited, or deemed to be paid or credited, to a U.S. Resident generally will be subject to Canadian withholding tax at a rate of 25% of
the gross amount of the dividend, unless the rate is reduced under the Convention. Currently, under the Convention the rate of Canadian non-resident withholding tax will generally be reduced to: 5% of the
gross amount of dividends if the beneficial owner is a company that is resident in the U.S. and that owns at least 10% of our voting shares; or 15% of the gross amount of dividends if the beneficial owner is some other U.S. Resident eligible for
benefits under the Convention. The Convention would generally not be available to a holder of our shares that is a U.S. resident LLC which is not subject
to tax in the U.S. However, the Convention may afford reduced withholding tax rates in respect of the portion of the dividends paid on our common shares that are  19




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received by a U.S. Resident fiscally transparent LLC to the extent such dividends are attributable to one or more members of the LLC that are U.S. Residents. Such U.S. Residents should consult
their tax advisors about their particular circumstances. United States Federal Income Tax Information for United States Holders The following is a general discussion of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from
the ownership and disposition of Common Shares. This discussion is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S.
Holder as a result of the ownership and disposition of Common Shares. In addition, this discussion does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax
consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this discussion is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with
respect to any particular U.S. Holder. In addition, this discussion does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, or non-U.S. tax consequences of the ownership and disposition of Common
Shares. Except as specifically set forth below, this discussion does not address applicable tax reporting requirements. Each U.S. Holder should consult its own tax advisor regarding all U.S. federal, U.S. state and local and non-U.S. tax consequences of the ownership and disposition of Common Shares. No opinion from U.S. legal counsel or
ruling from the Internal Revenue Service (the IRS) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the ownership and disposition of Common Shares. This discussion is not binding on
the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, any position addressed in this discussion. In addition, because the authorities upon which this discussion is based are subject to various
interpretations, the IRS and the U.S. courts could disagree with one or more of the positions addressed in this discussion. Scope of This Discussion Authorities This discussion is based on
the Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Canada-U.S. Tax Convention, and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date hereof. Any of the authorities on which this discussion is based could be
changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this discussion. This discussion does not
address the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis. U.S. Holders For purposes of this discussion, the
term U.S. Holder means a beneficial owner of Common Shares that is for U.S. federal income tax purposes:  

an individual who is a citizen or resident of the U.S.;  

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or
organized in or under the laws of the U.S., any state thereof or the District of Columbia;  

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or  

a trust that (a) is subject to the primary supervision of a court within the U.S. and the control of one or
more U.S. persons for all substantial decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. Non-U.S. Holders For purposes of this discussion, a non-U.S. Holder is a beneficial owner of Common Shares that is
not a partnership (or other pass-through entity) for U.S. federal income tax purposes and is not a U.S. Holder. This discussion does not address the U.S. federal income tax consequences applicable to
non-U.S. Holders arising from the ownership and disposition of Common Shares. Accordingly, a non-U.S. Holder should consult its own tax advisor regarding all U.S.
federal, U.S. state and local, and non-U.S. tax consequences (including the potential application of and operation of any income tax treaties) relating to the ownership and disposition of Common Shares. U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed This discussion does not address the U.S. federal income tax considerations of the ownership and disposition of Common Shares by U.S. Holders that are subject
to special provisions under the Code, including, but not limited to, the following: (a) tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) broker-dealers, dealers, or traders in securities
or currencies that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a functional currency other than the U.S.
dollar; (e) U.S. Holders that own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) U.S. Holders that acquire Common Shares in
connection with the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property
held for investment purposes); and (h) U.S. Holders that own directly, indirectly, or by attribution, 10% or more of the outstanding stock of the  20




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Company. This discussion also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are U.S. expatriates or former long-term residents of the United States.
U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisors regarding all U.S. federal, U.S. state and local, and
non-U.S. tax consequences (including the potential application and operation of any income tax treaties) relating to the ownership and disposition of Common Shares. If an entity or arrangement that is classified as a partnership (or other pass-through entity) for U.S. federal income tax purposes holds Common
Shares, the U.S. federal income tax consequences to such partnership and the partners (or other owners) of such partnership of the ownership and disposition of the Common Shares generally will depend on the activities of the partnership and the
status of such partners (or other owners). This discussion does not address the U.S. federal income tax consequences for any such partner or partnership (or other pass-through entity or its owners). Owners of entities and arrangements
that are classified as partnerships (or other pass-through entities) for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the ownership and disposition of Common
Shares. Ownership and Disposition of Common Shares Distributions on Common Shares Subject to the
passive foreign investment company (PFIC) rules discussed below (see Tax Consequences if the Company is a PFIC), a U.S. Holder that receives a distribution, including a constructive distribution, with
respect to Common Shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated
earnings and profits of the Company, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated earnings and profits of the Company, such distribution will be
treated first as a tax-free return of capital to the extent of a U.S. Holders tax basis in the Common Shares and thereafter as gain from the sale or exchange of such Common Shares (see Sale or
Other Taxable Disposition of Common Shares below). Dividends received on the Common Shares generally will not be eligible for the dividends received deduction available to U.S. corporate shareholders receiving dividends from U.S.
corporations. If the Company is eligible for the benefits of the Canada-U.S. Tax Convention or its shares are readily tradable on an established securities market in the U.S., dividends paid by the Company to non-corporate U.S. Holders generally will be eligible for the preferential tax rates applicable to long-term capital gains, provided certain holding period and other conditions are satisfied, including that the
Company not be classified as a PFIC in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules. Sale or Other Taxable Disposition of Common Shares Subject to the PFIC rules discussed below, upon the sale or other taxable disposition of Common Shares, a U.S. Holder generally will recognize capital gain or
loss in an amount equal to the difference between the amount of cash plus the fair market value of any property received and such U.S. Holders tax basis in the Common Shares sold or otherwise disposed of. Such capital gain or loss will be
long-term capital gain or loss if, at the time of the sale or other taxable disposition, the Common Shares have been held for more than one year. Preferential tax rates apply to long-term capital gains of
non-corporate U.S. Holders. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant
limitations under the Code. A U.S. Holders tax basis in Common Shares generally will be such U.S. Holders U.S. dollar cost for such Common Shares. PFIC Status of the Company If the Company is or
becomes a PFIC, the preceding sections of this discussion may not describe the U.S. federal income tax consequences to U.S. Holders of the ownership and disposition of Common Shares. The U.S. federal income tax consequences of owning and disposing
of Common Shares if the Company is or becomes a PFIC are described below under the heading Tax Consequences if the Company is a PFIC. A non-U.S. corporation is a PFIC for each tax year in which (i) 75% or more of its gross income is passive income (as defined for U.S. federal income tax purposes) (the income test) or (ii) on
average for such tax year, 50% or more (by value) of its assets either produces or is held for the production of passive income (the asset test). For purposes of the PFIC provisions, gross income generally includes
sales revenues less cost of goods sold, plus income from investments and from incidental or outside operations or sources, and passive income generally includes dividends, interest, certain rents and royalties, and certain gains from
commodities or securities transactions. In determining whether or not it is a PFIC, a non-U.S. corporation is required to take into account its pro rata portion of the income and assets of each corporation in
which it owns, directly or indirectly, at least a 25% interest (by value). Under certain attribution and indirect ownership rules, if the Company is a
PFIC, U.S. Holders will generally be deemed to own their proportionate shares of the Companys direct or indirect equity interests in any company that is also a PFIC (a Subsidiary PFIC), and will be subject to U.S. federal income
tax on their proportionate share of (a) any excess distributions, as described below, on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC by the Company or another
Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. In addition, U.S. Holders may be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or
disposition of Common Shares. Accordingly, U.S. Holders should be aware that they could be subject to tax even if no distributions are received and no redemptions or other dispositions of the Companys Common Shares are made. There can be no assurance that the Company will or will not be determined to be a PFIC for the current tax year or any prior or future tax year, and no
opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or will be requested. U.S. Holders should consult their own U.S. tax advisors regarding the PFIC status of the Company.  21




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Tax Consequences if the Company is a PFIC If the Company is a PFIC for any tax year during which a U.S. Holder holds Common Shares, special rules may increase such U.S. Holders U.S. federal
income tax liability with respect to the ownership and disposition of such shares. If the Company meets the income test or the asset test for any tax year during which a U.S. Holder owns Common Shares, the Company will be treated as a PFIC with
respect to such U.S. Holder for that tax year and for all subsequent tax years, regardless of whether the Company meets the income test or the asset test for such subsequent tax years, unless the U.S. Holder elects to recognize any unrealized gain
in the Common Shares or makes a timely and effective QEF Election or Mark-to-Market Election. Under the default PFIC rules:  

any gain realized on the sale or other disposition (including dispositions and certain other events that would
not otherwise be treated as taxable events) of Common Shares (including an indirect disposition of the stock of any Subsidiary PFIC) and any excess distribution (defined as a distribution to the extent it (together with all other
distributions received in the relevant tax year) exceeds 125% of the average annual distributions received during the preceding three years) received on Common Shares or with respect to the stock of a Subsidiary PFIC will be allocated ratably to
each day of such U.S. Holders holding period for the Common Shares;  

the amount allocated to the current tax year and any year prior to the first year in which the Company was a PFIC
will be taxed as ordinary income in the current year;  

the amount allocated to each of the other tax years (the Prior PFIC Years) will be subject to
tax at the highest ordinary income tax rate in effect for the applicable class of taxpayer for that year; and  

an interest charge will be imposed with respect to the resulting tax attributable to each Prior PFIC Year, which
interest charge is not deductible by non-corporate U.S. Holders. A U.S. Holder that makes a
timely and effective mark-to-market election under Section 1296 of the Code (a
Mark-to-Market Election) or a timely and effective election to treat the Company and each Subsidiary PFIC as a qualified electing fund (a
QEF) under Section 1295 of the Code (a QEF Election) may generally mitigate or avoid the PFIC consequences described above with respect to Common Shares. A timely and effective QEF Election requires a U.S. Holder to include currently in gross income each year its pro rata share of the Companys ordinary
earnings and net capital gains, regardless of whether such earnings and gains are actually distributed. Thus, a U.S. Holder could have a tax liability with respect to such ordinary earnings or gains without a corresponding receipt of cash from the
Company. If the Company is a QEF with respect to a U.S. Holder, the U.S. Holders basis in the Common Shares will be increased to reflect the amount of the taxed but undistributed income. Distributions of income that had previously been taxed
will result in a corresponding reduction of basis in the Common Shares and will not be taxed again as a distribution to a U.S. Holder. Taxable gains on the disposition of Common Shares by a U.S. Holder that has made a timely and effective QEF
Election are generally capital gains. A U.S. Holder must make a QEF Election for the Company and each Subsidiary PFIC if it wishes to have this treatment. To make a QEF Election, a U.S. Holder will need to have an annual information statement from
the Company setting forth the ordinary earnings and net capital gains for the year. In general, a U.S. Holder must make a QEF Election on or before the due date for filing its income tax return for the first year to which the QEF Election will
apply. Under applicable Treasury Regulations, a U.S. Holder will be permitted to make retroactive elections in particular circumstances, including if it had a reasonable belief that the Company was not a PFIC and filed a protective statement. If a
U.S. Holder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC for the QEF rules to apply to both PFICs. A Mark-to-Market Election may be made with respect to stock in a PFIC if such
stock is regularly traded on a qualified exchange or other market (within the meaning of the Code and the applicable Treasury Regulations). A class of stock that is traded on one or more qualified exchanges or other markets
is considered to be regularly traded for any calendar year during which such class of stock is traded in other than de minimis quantities on at least 15 days during each calendar quarter. If the Common Shares are considered to be
regularly traded within this meaning, then a U.S. Holder generally will be eligible to make a Mark-to-Market Election with respect to its shares. A Mark-to-Market Election may not be made with respect to the stock of any Subsidiary PFIC because such stock is not marketable. Hence, a Mark-to-Market Election will not be effective to eliminate the application of the default rules of Section 1291 of the Code, described above, with respect to deemed dispositions of Subsidiary PFIC stock
or excess distributions with respect to a Subsidiary PFIC. A U.S. Holder that makes a timely and effective Mark-to-Market Election with respect to Common Shares generally will be required to recognize as ordinary income in each tax year in which the Company is a PFIC an amount equal to the excess, if any, of the
fair market value of such shares as of the close of such taxable year over the U.S. Holders adjusted tax basis in such shares as of the close of such taxable year. A U.S. Holders adjusted tax basis in the Common Shares generally will be
increased by the amount of ordinary income recognized with respect to such shares. If the U.S. Holders adjusted tax basis in the Common Shares as of the close of a tax year exceeds the fair market value of such shares as of the close of such
taxable year, the U.S. Holder generally will recognize an ordinary loss, but only to the extent of net mark-to-market income recognized with respect to such shares for
all prior taxable years. A U.S. Holders adjusted tax basis in its Common Shares generally will be decreased by the amount of ordinary loss recognized with respect to such shares. Any gain recognized upon a disposition of the Common Shares
generally will be treated as ordinary income, and any loss recognized upon a disposition generally will be treated as an ordinary loss to the extent of net
mark-to-market income recognized for all prior taxable years. Any loss recognized in excess thereof will be taxed as a capital loss. Capital losses are subject to
significant limitations under the Code.  22




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Foreign Tax Credit A U.S. Holder that pays (whether directly or through withholding) Canadian income tax in connection with the ownership or disposition of Common Shares may be
entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holders U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holders income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all creditable foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year. Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S.
Holders U.S. federal income tax liability that such U.S. Holders foreign source taxable income bears to such U.S. Holders worldwide taxable income. In applying this limitation, a U.S. Holders various items of
income and deduction must be classified, under complex rules, as either foreign source or U.S. source. Generally, dividends paid by a non-U.S. corporation should be treated as foreign
source for this purpose, and gains recognized on the sale of stock of a non-U.S. corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable
income tax treaty, and if an election is properly made under the Code. However, the amount of a distribution with respect to the Common Shares that is treated as a dividend may be lower for U.S. federal income tax purposes than it is for
Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are
complex, and each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules. Special rules apply to the amount of
foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, non-U.S. taxes paid with respect to any distribution in respect of stock in a PFIC are generally
eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complex, and a U.S. Holder should consult its own tax advisor regarding their application to the U.S. Holder. Receipt of Foreign Currency The amount of
any distribution or proceeds paid in Canadian dollars to a U.S. Holder in connection with the ownership of Common Shares, or on the sale or other taxable disposition of Common Shares, will be included in the gross income of a U.S. Holder as
translated into U.S. dollars calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of the payment, regardless of whether the Canadian dollars are converted into U.S. dollars at that time. If the
Canadian dollars received are not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the Canadian dollars equal to their U.S. dollar value on the date of receipt. Any U.S. Holder who receives payment in Canadian dollars and engages in a subsequent conversion or other disposition of the Canadian dollars may have a
foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method with respect
to foreign currency. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of Canadian dollars. Information Reporting; Backup Withholding Under
U.S. federal income tax law, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a non-U.S. corporation. For example, U.S. return disclosure
obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets
includes not only financial accounts maintained in non-U.S. financial institutions, but also, if held for investment and not in an account maintained by certain financial institutions, any stock or security
issued by a non-U.S. person, any financial instrument or contract that has an issuer or counterparty other than a U.S. person and any interest in a non-U.S. entity. A
U.S. Holder may be subject to these reporting requirements unless such U.S. Holders Common Shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial.
U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns on IRS Form 8938, and, if applicable, filing obligations relating to the PFIC rules, including possible reporting on IRS Form 8621. Payments made within the U.S. or by a U.S. payor or U.S. middleman of (a) distributions on the Common Shares, and (b) proceeds arising from the sale
or other taxable disposition of Common Shares generally will be subject to information reporting. In addition, backup withholding, currently at a rate of 24% for the 2018 to 2025 tax years (increasing to 28% for tax years after 2025), may apply to
such payments if a U.S. Holder (a) fails to furnish such U.S. Holders correct U.S. taxpayer identification number (generally on IRS Form W-9), (b) furnishes an incorrect U.S. taxpayer identification
number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S.
taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding. Certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup
withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding rules will be allowed as a credit against a U.S. Holders U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes
required information to the IRS in a timely manner. The information reporting and backup withholding rules may apply even if, under the Canada-U.S. Tax Convention, payments are exempt from the dividend
withholding tax or otherwise eligible for a reduced withholding rate. The discussion of reporting requirements set forth above is not intended to
constitute an exhaustive description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and, under
certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules. THE ABOVE DISCUSSION IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL U.S. TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE
OWNERSHIP AND DISPOSITION OF COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR PARTICULAR CIRCUMSTANCES.  23




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F.
Dividends and Paying Agents Note applicable  G.
Statements by Experts Not applicable  H.
Documents on Display We filed a registration statement on Form 20-F filed the Securities and Exchange Commission in Washington, D.C.
(Registration No. 000-30084) on June 15, 1994, which became effective August 15, 1994 and a shell company report on Form 20-F on November 21, 2018 in
connection with the Acquisition. The Registration Statement and the Shell Company Report contains exhibits and schedules. Any statement in this Form 20-F about any of our contracts or other documents is not
necessarily complete. If the contract or document is filed as an exhibit to the Registration Statement or the Shell Company Report, the contract or document is deemed to modify the description contained in this Form
20-F. You must review the exhibits themselves for a complete description of the contract or documents. We file
annual reports and furnish other information with the SEC. You may read and copy any document that we file at the SECs Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3
p.m. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The
SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at (http://www.sec.gov). We also file information with the Canadian
Securities Administrators via SEDAR (www.sedar.com).  I.
Subsidiary Information The Issuers only subsidiary is Graph Blockchain Limited. Refer to Item 4 of this Form 20-F for more information
about our subsidiary.  Item 11.
Quantitative and Qualitative Disclosures about Market Risk Market risk is the risk of loss related to changes in market prices, including interest rates and foreign exchange rates, of financial instruments that may
adversely impact our consolidated financial position, results of operations or cash flows. Inflation-related risks We do not believe that inflation has had a material impact on our revenues or income over the past two fiscal years. However, increases in inflation could
result in increases in our expenses, which may not be readily recoverable in the price of goods or services provided to our clients. To the extent that inflation results in rising interest rates and has other adverse effects on capital markets, it
could adversely affect our financial position and profitability. Foreign currency exchange risk Foreign exchange risk is the risk arising from changes in foreign currency fluctuations. Foreign currency fluctuations have not previously had a material
impact on the Companys financial results. Consequently, the Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency rates. It is the opinion of management that the foreign exchange risk to
which the Company is exposed is currently minimal. However, with the completion of the Acquisition, the Company anticipates that the fluctuations of the
South Korean won and Canadian dollar may impact the Companys financial results moving forward. The Company intends to monitor such potential impact and will possibly develop a hedging policy if such fluctuations become material.  Item 12.
Description of Securities Other Than Equity Securities Not applicable. Part II  Item 13.
Defaults, Dividend Arrearages and Delinquencies Not applicable  Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds Not applicable  24




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Item 15.
Controls and Procedures Disclosure Controls and Procedures As required by Rule 15d-15 under the U.S. Securities Exchange Act of 1934, or the Exchange Act, management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or
submit under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions regarding our required disclosure. Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of April 30, 2019, the end of the period covered by this report, our
disclosure controls and procedures were effective at a reasonable assurance level. Managements Annual Report on Internal Control over Financial
Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal controls over financial reporting have been designed by management, under the supervision of and with the participation of the Issuers Chief
Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of the Issuers financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Our internal
control over financial reporting includes those policies and procedures that:  

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of our assets;  

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with applicable IFRS, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board; and  

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material effect on the financial statements. To evaluate the effectiveness of the
Issuers internal control over financial reporting, management has used the Internal Control - Integrated Framework (2013), which is a suitable, recognized control framework established by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Management has assessed the effectiveness of the Corporations internal control over financial reporting and concluded that such internal control over financial reporting is effective as of April 30, 2019. Limitations on the Effectiveness of Controls The
Corporations management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal controls will prevent all errors and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Corporation
have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that 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 the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions; over time, control 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 not be detected. However, these inherent limitations are known features of the financial reporting process, and it is possible
to design safeguards into the process to reduce, though not eliminate, this risk. Attestation Report of the Registered Accounting Firm This annual report does not include an attestation report of our independent auditors regarding internal control over financial reporting. Managements
report was not subject to attestation by our independent auditors pursuant to the rules of the SEC that permit us to provide only managements report in this annual report. Changes in Internal Control over Financial Reporting During the fiscal year ended April 30, 2019, there were no changes in the Issuers internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Issuers internal control over financial reporting.  25




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Item 16.
A. Audit Committee Financial Experts The Issuers Board has determined that it has at least one audit committee financial expert serving on its Audit Committee. Jeff Stevens has been
determined to by the Board to be an audit committee financial expert. Mr. Stevens is independent under Canadian securities law. Under SEC rules, the designation of persons as audit committee financial experts does not make them experts for any other purpose, impose
any duties, obligations or liability on them that are greater than those imposed on members of their committee and the Board who do not carry this designation or affect the duties, obligations or liability of any other member of their committee.  Item 16.
B. Code of Ethics Code of Ethics Our Board of Directors is committed
to encouraging and promoting a culture of ethical business conduct and integrity throughout our company. In order to achieve this objective, efforts are made to the implementation, monitoring and enforcement of our Code of Ethics
(Code). This is accomplished by: taking prompt action against violations of the Code; ensuring employees and consultants are aware that they may discuss their concerns with their supervisor or management; management reporting
suspected fraud or securities law violations for review by the Audit Committee and reporting same to the Board of Directors. We distribute to each new director, officer, employee and consultant our Code. No waivers of any provision of this Code of Ethics may be made except by the Board of Directors. Any waiver or amendment shall be reported as required by law
or regulation. There have been no waivers of the Code since its implementation. A copy of the Code is available from us on written request, and is filed
with this Form 20F as Exhibit 9.1.  Item 16.
C. Principal Accountant Fees and Services The following table discloses accounting fees and services of the Issuer:  Type of Services Rendered

2019Fiscal Year(CAD$)


2018Fiscal Year(CAD$)(a) Audit Fees


50,000



32,100(b) Audit-Related Fees


204,450



(c) Tax Fees






(d) All Other Fees






 Our Audit Committee pre-approved all non-audit
services (audit-related services, tax services, and all other services) provided to us prior to the commencement of the services. There were no other fees billed by the Issuers external auditors for the year ended April 30, 2019 that do
not fit into the categories presented in the table above. All of the services provided by the Corporations external auditors in such fiscal year were approved by the Audit Committee. In the table above, and the disclosure below, audit fees are fees billed by our external auditor for services provided in auditing our annual
financial statements for the subject year. Audit-related fees are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of
our financial statements. Tax fees are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. All other fees are fees billed by the auditor for products and services not
included in the foregoing categories.  Item 16.
D. Exemptions from the Listing Standards for Audit Committees Not applicable  Item 16.
E. Purchases of Equity Securities by the Company and Affiliated Purchasers Not applicable.  26




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Item 16.
F. Change in Registrants Certifying Accountant The financial statements of the predecessor entity of the Issuer, Reg Technologies Inc. were audited by Malone Bailey, LLP. Concurrently with the consummation
of the Acquisition, Malone Bailey no longer audits the financial statements of the Issuer, which have been audited by MNP LLP. Malone Bailey, LLP did not resign and was not dismissed as the Issuers auditor and the Issuer did not have any
disagreements with Malone Bailey LLP of the type that would require disclosure herein.  Item 16.
G. Corporate Governance Not applicable  Item 16.
H. Mine Safety Disclosure Not applicable. Part III  Item 17.
Financial Statements In lieu of responding to this item, we have responded to Item 18 of this Form 20-F.  Item 18.
Financial Statements The Corporations consolidated financial statements are stated in Canadian dollars and are prepared in accordance with IFRS as issued by the IASB. The financial statements and notes thereto as required in Item 18 are attached as Exhibit 15.1 to this annual report and are incorporated by reference
herein.  27




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Item 19.
Exhibits  ExhibitNumber

Description1.1

Articles of Incorporation with Bylaws dated October 6, 1982 (P)


(1)1.2

Certificate of Name Change and Special Resolution dated February 23, 1993 (P)


(1)1.3

Memorandum and articles of incorporation amended effective April 5, 2005


(2)1.4

Certificate of Change of Name, dated November 6, 2018


(3)4.1

Stock Option Plan of the Issuer dated November 6, 2018


(3)4.2

Amended and Restated Asset Purchase Agreement, dated February 14, 2017, between REGI U.S. and Reg Technologies Inc.


(3)4.3

Definitive Agreement (Amalgamation Agreement), dated November 
6, 2018, among Reg Technologies Inc., Graph Blockchain Limited and 2659468 Ontario Inc.


(3)4.4

Escrow Agreement, dated November 
6, 2018, among Graph Blockchain Inc., Computershare Investor Services Inc. and each of the securityholders signatory thereto.


(3)4.5

Agreement for the Appointment of a Graph Blockchain Distribution Partner, dated February 
26, 2018, between Graph Blockchain Limited and Rainbow Soft Co., Ltd.


(3)8.1

The sole subsidiary of the Issuer is Graph Blockchain Limited.9.1

Code of Ethics


(4)12.1

Certification pursuant to Title 18, United States code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (CEO)


(4)12.2

Certification pursuant to Title 18, United States code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (CFO)


(4)13.1

Certification pursuant to Title 18, United States code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (CEO)


(4)13.2

Certification pursuant to Title 18, United States code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (CFO)15.1

Consolidated financial statements of the registrant for the years ended April 30, 2019 and April 30, 2018


(4)15.2

Managements Discussion and Analysis of the registrant for the years ended April 30, 2019 and April 30, 2018


(4)15.3

Consolidated financial statements of Reg Technologies Inc. for the years ended April 30, 2018, April 30, 2017, April 
30, 2016 and April 30, 2015


(3)  1)
Incorporated by reference to the Registrants Registration Statement on Form 20-F filed on June15, 1994 with the US Securities and Exchange Commission 2)
Incorporated by reference to the Registrants Annual Report on Form
20-F for the fiscal year ended April30, 2006 3)
Incorporated by reference to the Registrants Shell Company Report on Form 20-F, filed on November21, 2018 with the US Securities and Exchange Commission 4)
Exhibits filed herewith. (P)
Paper exhibits  28




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SIGNATURE The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly
caused and authorized the undersigned to sign this registration statement on its behalf.  Date: September 17, 2019





GRAPH BLOCKHAIN INC./s/ Jeff StevensJeff StevensChief Executive Officer  29