UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A



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



For
the fiscal year ended March 31, 2019



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





Commission
File Number: 000-52069



Celexus,
Inc. fka Telupay International, Inc.

(Exact
Name of Registrant as Specified in its Charter)



|Nevada                              | 98-0466350                
|----------------------------------- | --------------------------
|(State
    of other jurisdiction of | (I.R.S.
    Employer      
|incorporation
    or organization)  | Identification
    Number)



|8275
    S. Eastern Ave. Suite 200           |               
|-------------------------------------------- | --------------
|Las
    Vegas, NV                            | 89123         
|(Address
    of principal executive offices) | (Zip
    Code)



|Registrant's
    Phone: 702-675-8003
|------------------------------------





Securities
registered pursuant to Section 12(b) of the Act: None



Securities
registered pursuant to section 12(g) of the Act:

|Common
    Stock, par value $0.001
|----------------------------------
|(Title
    of class)              





Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 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 shorter period that the registrant as 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 fi les). Yes ☐ No☒





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



|Large
    accelerated filer | ☐                       | Accelerated
    filer         | ☐
|--------------------------- | ----------------------- | ----------------------------- | -
|Non-accelerated filer       | ☒                       | Smaller reporting
    company | ☒
|                            | Emerging growth company | ☐                            



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



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒





As
of June 28, 2019, the registrant had 16,538,457 shares of common stock issued and outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE



Form
10-Q filed on April 3, 2019.















TABLE
OF CONTENTS



|            | PART
    I                                                                                                   |    
|----------- | ------------------------------------------------------------------------------------------------------------ | ---
|            |                                                                                                              |    
|ITEM
    1  | BUSINESS                                                                                                     | 4  
|            |                                                                                                              |    
|ITEM
    1A | RISK
    FACTORS                                                                                             | 6  
|            |                                                                                                              |    
|ITEM
    1B | UNRESOLVED
    STAFF COMMENTS                                                                                | 9  
|            |                                                                                                              |    
|ITEM
    2  | PROPERTIES                                                                                                   | 9  
|            |                                                                                                              |    
|ITEM
    3  | LEGAL
    PROCEEDINGS                                                                                        | 9  
|            |                                                                                                              |    
|ITEM
    4  | MINE
    SAFETY DISCLOSURES                                                                                  | 9  
|            |                                                                                                              |    
|            | PART
    II                                                                                                  |    
|            |                                                                                                              |    
|ITEM
    5  | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 9  
|            |                                                                                                              |    
|ITEM
    6  | SELECTED
    FINANCIAL DATA                                                                                  | 10 
|            |                                                                                                              |    
|ITEM
    7  | MANAGEMENT’S
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                    | 10 
|            |                                                                                                              |    
|ITEM
    7A | QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                               | 10 
|            |                                                                                                              |    
|ITEM
    8  | FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA                                                              | F-1
|            |                                                                                                              |    
|ITEM
    9  | CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                     | 11 
|            |                                                                                                              |    
|ITEM
    9A | CONTROLS
    AND PROCEDURES                                                                                  | 11 
|            |                                                                                                              |    
|ITEM
    9B | OTHER
    INFORMATION                                                                                        | 12 
|            |                                                                                                              |    
|            | PART
    III                                                                                                 |    
|            |                                                                                                              |    
|ITEM
    10 | DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                   | 13 
|            |                                                                                                              |    
|ITEM
    11 | EXECUTIVE
    COMPENSATION                                                                                   | 14 
|            |                                                                                                              |    
|ITEM 12     | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS               | 14 
|            |                                                                                                              |    
|ITEM
    13 | CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                | 15 
|            |                                                                                                              |    
|ITEM
    14 | PRINCIPAL
    ACCOUNTANT FEES AND SERVICES                                                                   | 15 
|            |                                                                                                              |    
|            | PART
    IV                                                                                                  |    
|            |                                                                                                              |    
|ITEM
    15 | EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES                                                                  | 16 
|            |                                                                                                              |    
|ITEM
    16 | FORM
    10-K SUMMARY                                                                                        | 16 
|            |                                                                                                              |    













PART I





CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS



Some of the statements under “Risk Factors,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” “Our Business” and elsewhere in this
annual report constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future
plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify
forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “should,”
“will” and “would” or the negatives of these terms or other comparable terminology.



You should not place undue reliance on forward looking statements.
The cautionary statements set forth in this annual report, including in “Risk Factors” and elsewhere, identify important
factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:



| | · | overall strength and stability of general economic conditions and of the hemp and cannabis industry more specifically, both in the United States and globally;                                   
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | changes in the competitive environment;                                                                                                                                                          
| | · | our ability to generate consistent revenues;                                                                                                                                                     
| | · | our ability to effectively execute our business plan;                                                                                                                                            
| | · | changes in laws or regulations governing our business and operations;                                                                                                                            
| | · | our ability to maintain adequate liquidity and financing sources and an appropriate level of debt on terms favorable to our company;                                                             
| | · | our ability to maintain quality control over our operations;                                                                                                                                     
| | · | costs and risks associated with litigation;                                                                                                                                                      
| | · | changes in accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, which could have an effect on earnings;
| | · | other risks described from time to time in periodic and current reports that we file with the Securities and Exchange Commission (“Commission”).                                                 



This list of factors that may affect future performance and the
accuracy of forward-looking statements is illustrative, but not exhaustive. New risk factors and uncertainties not described here
or elsewhere in this annual report, including in the sections of entitled “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” may emerge from time to time. Moreover, because
we operate in a competitive and rapidly changing environment, it is not possible for our management to predict all risk factors
and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. The
forward-looking statements are also subject to the risks and uncertainties specific to the company including but not limited to
the fact that we have limited operating history and have limited number of management and other staff. In light of these risks,
uncertainties and assumptions, the future events and trends discussed in this annual report may not occur and actual results could
differ materially and adversely from those anticipated or implied in the forward-looking statements.



You should not rely upon forward-looking statements as predictions
of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee that the future results, levels of activity, performance and events and circumstances reflected in the forward-looking
statements will be achieved or occur. Moreover, neither we nor any other person assume responsibility for the accuracy and completeness
of the forward-looking statements.



This annual report contains estimates and statistical data that
we obtained from industry publications and reports. These publications generally indicate that they have obtained their information
from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information, and you are cautioned
not to give undue weight to such estimates. Although we believe the publications are reliable, we have not independently verified
their data. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets
in which we operate are necessarily subject to a high degree of uncertainty and risk.



You should read this annual report and the documents that we reference
and have filed as exhibits to this annual report with the understanding that our actual future results, levels of activity, performance
and achievements may be materially different from what we expect.



Should one or more of the risks or uncertainties described in this
annual report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from
those expressed in any forward-looking statements.



All forward-looking statements, expressed or implied, included in
this annual report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also
be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf
may issue.



Except as otherwise required by applicable law, we disclaim any
duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect
events or circumstances after the date of this annual report.





3







ITEM 1. BUSINESS



General

Celexus, Inc. is an acquisition, management and holding
company for early stage businesses and technologies in the hemp industry. Prior to the end of the fiscal year covered in this report,
we entered into an agreement to acquire HempWave, Inc., which formerly operated as Bio Distribution, Inc. (“HempWave”).
While that acquisition has not been finalized, we anticipate it will be completed in the coming months after we obtain an appraisal
of HempWave.

Corporate History

Celexus, Inc. is a Nevada incorporated corporation, originally
organized on August 23, 2008. The company has been operating as Celexus, Inc. since October 2018. Prior to October 2018, the corporate
entity operated under various names and business plans. Investors should only consider the company’s operations since October
2018 as relevant to the current business of the company. A detailed list of the corporate history of the company is available in
our Form 10-Q filed on April 3, 2019 and available at: https://www.sec.gov/Archives/edgar/data/1355559/000173112219000162/e1260_form10q.htm.

Prior to October 2018, and within the past five years,
the company was known as Telupay International, Inc., a development stage company focused on mobile banking and payment processing.
Prior to this annual report, the last annual report filed for the company was submitted on July 17, 2014, for the fiscal year ended
March 31, 2014. On February 28, 2018, the company filed a Form 15 notice of termination of registration under section 12(g) of
the Securities Exchange Act of 1934. The company then undertook a change in majority ownership and business plan, reconstituting
as Celexus, Inc., and on February 5, 2019 filing its Form 10 General Form for Registration of Securities pursuant to section 12(g)
of the Securities Act of 1934.

Business Overview



We are focused on the new opportunities available for
the growth of hemp following the passage of the 2018 Farm Bill. We believe that the changes in law resulting from this legislation
allow for hemp cultivation and transfer of hemp-derived products across state lines for commercial or other purposes. We believe
that the hemp industry is ready for significant growth as a result of hemp therapeutic uses and environmental benefits and feel
that this is the right time to enter this industry.

Some observers estimate that hemp biomass has over
50,000 uses including 100% biodegradable plastic, paper, clothing, building materials, etc. Additionally, cannabidiol
(“CBD”) based medicines and supplements are believed to provide many medical benefits. In particular, it has been reported
that CBD has demonstrated effectiveness in treating some forms of childhood epilepsy syndromes and reducing or eliminating seizures
in some patients. Others believe that CBD can treat hundreds of medical issues such as anxiety, depression, pain, arthritis, insomnia,
anorexia, heart disease, diabetes, asthma, several types of cancer, Alzheimer’s, and dementia, among other medical conditions.
However, medical trials are still necessary for many of these conditions.

Hemp production also provides
environmental benefits compared to traditional agricultural or forestry products. For instance, in regards to biomass for methanol,
paper production, and fiberboard for construction, the average grow cycle for hemp is 12-14 weeks to fully mature at 10-15 feet
tall. In contrast, a tree can take 20-50 years to reach full maturity. We believe that growth of hemp could significantly reduce
deforestation by providing the same products that trees are able to supply. Further, hemp is a more efficient carbon absorbent
than trees, helping to improve air quality and reducing greenhouse gas accumulation.

We expect that more uses will
be realized following new research and development that has only recently become possible after the enactment of the 2018 Farm
Bill.

Our
Objective

Our objective is to control
every aspect of the hemp farming industry from seeds, to cultivation, to extraction, and to distribution. Our goal is to become
a leading supplier of both hemp seeds and clones internationally. We aim to do this by undertaking strategic acquisitions of companies
that will be wholly-owned operating subsidiaries of Celexus, Inc. Our business plan includes three-stages for these acquisitions.
We intend to acquire:

| | 1. | Landholding entities for the cultivation of high grade, certified hemp seeds and clones.                                                    
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Processing
                                         facilities to dry biomass, extract hemp oil and refine to pharmaceutical grade CBD oils.
| | 3. | Wholesale
                                         distribution services for domestic and international distribution of hemp products.      





4







Seeds and Clones
Products

As part of stage one, we
intend to acquire state law compliant entities that will be able to cultivate help and produce seeds and clones for other cultivators.

Finding quality seeds in the
current hemp market has proven difficult for many growers. Low quality seeds are suitable for biomass and products derived from
hemp fiber, but higher quality seeds are necessary for higher-value CBD production. These higher quality seeds are typically bio-engineered
and protected by patents. As a result, cultivators will need to repurchase seeds every grow cycle.  A typical CBD hemp farm
will grow between 1,500 to 2,500 plants per acre. This requires approximately 2,500 to 3,500 seeds per acre per growth cycle since
all seeds will not germinate.

Clones are clippings from another
hemp plant that can be planted and grown into new plants. There are three main benefits to growing clones over seeds.

| | 1. | Faster growth cycles because the plant is already several inches tall;
| | -- | ----------------------------------------------------------------------

| | 2. | A clone copies the exact genetic makeup of the plant it was clipped from, reducing the risk of
genetic issues; and
| | -- | ------------------------------------------------------------------------------------------------------------------

| | 3. | Guaranteed plants in contrast to seed cultivation because some seeds do not sprout.
| | -- | -----------------------------------------------------------------------------------

Clones, however, are costlier
per plant than seeds, which can reduce the demand for such products. With clones, there is also the risk that plants will carry
over any disease or infection from the original plant. To mitigate this risk and to generate the highest quality product possible,
we intend to grow out plants indoors and under constant supervision from our master growers.

Initial Acquisition

In February 2019, we entered
into an agreement to acquire Bio Distribution, Inc., which recently has been renamed to HempWave. The acquisition price is $13,000,000
worth of our stock and $1. HempWave and Celexus, Inc. are under common control. However, we do not anticipate the acquisition will
be completed until we receive a full appraisal of HempWave. The acquisition terms include a due diligence period through July 31,
2019. If we are not satisfied with the results of the due diligence, then no qcquisition will occur. We also note that the acquisition
price could be increased if the appraisal determines that HempWave valuation is significantly higher than $13,000,000.

HempWave has acquired a bio-engineered
strain of hemp seeds that produce low Tetrahydrocannabinol (“THC”) levels, to meet industry regulations, and a high
CBD content, which is ideal for CBD products. HempWave will begin cultivation operations in two greenhouse facilities based in
Phoenix and Willcox, Arizona, which have a combined total of over 210,000 square feet of arable land. The greenhouse facilities
include agricultural lighting, drip systems, storage areas, and sufficient water rights.

We believe HempWave is a suitable
acquisition target. In addition to its current strains and growing space, HempWave has received all five industrial hemp licenses
issued by the State of Arizona. The licenses include:

- Nursery License —allows
the licensee to propagate eligible seed and propagative materials for planting for a licensed grower. A licensed nursery may not
grow industrial hemp for harvesting purposes, unless also licensed as a grower.
- Grower License —allows
the licensee to: 1) obtain seed or propagative materials for planting; 2) possess authorized seed and/or propagative materials
for planting; 3) cultivate hemp; 4) harvest hemp; 5) possess and store harvested hemp; and 6) transport harvested hemp for processing.
- Harvester License —allows
the licensee to harvest an eligible industrial hemp crop for a licensed grower.
- Transporter License —allows
the licensee to transport a harvested industrial hemp crop for a licensed grower.
- Processor License
—allows the licensee to: 1) engage in the processing, handling, and storage of industrial hemp or hemp seed at one or more
authorized locations in the state; and 2) sell, distribute, transfer, or gift any products processed from harvested hemp that is
not restricted by rule or law.

The Company is heavily
regulated including licensing as noted above and federal and state law. The Farm Bill of 2018 eliminated much of that regulation
by removing Hemp as a federally banned substance.

Employees

As
of June 1, 2019, we have one full time employee with Celexus, Inc, our President, David Soto, who is engaged as a contractor.





5







ITEM 1A. RISK FACTORS



The SEC requires the company to identify risks that are specific
to its business and its financial condition. The company is also subject to all the same risks that all companies in its business,
and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events
and technological developments (such as cyber-attacks and the ability to prevent such attacks). Additionally, early-stage companies
are inherently more risky than more developed companies, and the risk of business failure and complete loss of your investment
capital is higher for early stage companies than for more established companies. You should consider general risks as well as specific
risks when deciding whether to invest.



Risks Related to Our Company





We have a limited operating history upon
which you can evaluate our performance, and have not yet generated profits. Accordingly, our prospects must be considered in light
of the risks that any new company encounters.In its current form, our company has only been in operations since October
2018. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties,
complications, and delays frequently encountered in connection with the growth of a business, and operation in a competitive industry.
We anticipate that our operating expenses will increase for the near future, and there is no assurance that we will be profitable
in the near future.



The auditor included a “going concern”
note in its audit report.We may not have enough funds to sustain the business until it becomes profitable. Even if
we raise funds through this offering, we may not accurately anticipate how quickly we may use the funds and whether these funds
are sufficient to bring the business to profitability.



We may not complete the acquisition of
HempWave.In the event that the acquisition with HempWave fails to close, the Company currently has limited alternative
options for operations going forward.





We anticipate having a negative cash flow for the
foreseeable future.We expect to generate operating losses and experience negative cash flow for the immediate future and
it is uncertain whether we will achieve future profitability. We expect to continue to incur operating losses until such time,
if ever, as we are able to achieve sufficient levels of revenue from our investments and services rendered. Our ability to commence
revenue operations and achieve profitability will depend upon revenue received primarily from investments or otherwise through
services that we render. There can be no assurance that we will ever achieve profitability. Accordingly, the extent of future losses
and the time required to achieve profitability, if ever, cannot be predicted at this point.

Uncertain government regulation may impact our
ability to execute our business plan.Our business will be subject to extensive regulation at the, local, state and federal
level. There has been an active debate among regulators and legislators over the appropriate extent of regulation and oversight
of hemp growth, production, and distribution as well as cannabis-derived products and distribution. Changes in laws, regulations
and policies, and the related interpretations and enforcement practices, may significantly affect our cost of doing business as
we endeavor to maintain compliance with such new policies and laws. Changes in laws, regulations and policies, and the related
interpretations and enforcement practices generally cannot be predicted and may require extensive system and operational changes.
Any failure to comply with applicable regulatory requirements could result in significant legal and financial exposure, damage
our reputation, shut down our business or have a material adverse effect on our business operations, financial condition and results
of operations.

We are dependent on
key personnel. Our success will depend, in large part, on the skill, expertise, and acumen of Mr. David Soto. There is
no requirement that Mr. Soto allocate a specific amount of time to our company. If Mr. Soto ceases to participate in our company’s
activities for any reason, our company’s ability to select attractive investments could be impaired severely.

Our officers and directors
have limited public company experience.Our officers and directors have limited public company experience and as such
are likely to experience more difficulty in the reporting and running of the Company than an experience management team would
have.

Our failure to attract and retain highly qualified personnel
in the future could harm our business. As the company grows, it will be required to hire and attract additional qualified
sales, technical, and managerial personnel. Competition for such personnel is intense and we may not be able to attract, train,
retain, or motivate such persons in the future. The company may not be able to locate or attract qualified individuals for such
positions, which will affect the company’s ability to grow and expand its business.



We operate in a highly competitive industry with
significant existing competition, and high interest by potential competitors. A number of our existing or potential
competitors may have substantially greater financial, technical, and marketing resources, larger investor bases, greater name recognition,
more established relationships with their investors, and more established sources of deal flow and investment opportunities than
we do. This may enable our competitors to: develop and expand their services and develop infrastructure more quickly, and achieve
greater scale and cost efficiencies; adapt more quickly to new or emerging markets and opportunities, strategies, techniques, technologies,
and changing investor needs; take advantage of acquisitions and other market opportunities more readily; establish operations in
new markets more rapidly; devote greater resources to the marketing and sale of their products and services; adopt more aggressive
pricing policies; and provide clients with additional benefits at lower overall costs in order to gain market share. If our competitive
advantages are not compelling or sustainable and we are not able to effectively compete with larger competitors, then we may not
be able to increase or sustain cash flow.



6







We may be required to raise additional
capital through equity and/or debt offerings to support our working capital requirements. In order to fund future growth
and acquisitions, the company will likely need to raise additional funds in the future by offering shares of its Common Stock
and/or other classes of equity, or take on additional debt. Furthermore, if the company raises capital through debt, the holders
of our debt would have priority over holders of Common Stock upon liquidation and the company may be required to accept terms
that restrict its ability to incur more debt. We cannot assure you that the necessary funds will be available on a timely basis,
on favorable terms, or at all, or that such funds if raised, would be sufficient. The level and timing of future expenditure will
depend on a number of factors, many of which are outside our control. If we are not able to obtain additional capital on acceptable
terms, or at all, we may be forced to curtail or abandon our growth plans, which could adversely impact the company, its business,
development, financial condition, operating results or prospects.

We do not have an audit or compensation committee
of our Board of Directors.Because we do not have an audit or compensation committee, stockholders will have to rely on
our entire Board of Directors, none of which are independent, to perform these functions. Thus, there is a potential conflict in
that Board members who are also part of management will participate in discussions concerning management compensation and audit
issues that may affect management decisions.



Risks related to the Acquisition of HempWave



Laws and regulations affecting the hemp industry
are constantly changing, which could detrimentally affect our proposed operations. Local, state and federal hemp laws and regulations
are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance
or alter our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt our business
and result in a material adverse effect on our operations. In addition, it is possible that regulations may be enacted in the future
that will be directly applicable to our proposed business. We cannot predict the nature of any future laws, regulations, interpretations
or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures,
when and if promulgated, could have on our business.

We may have difficulty using bankruptcy courts
due to our involvement in the hemp industry. We have no current plans and no current need to seek bankruptcy protection. However,
in the event we ever need to seek bankruptcy protection, we may have difficulty accessing bankruptcy courts considering our involvement
in the hemp industry. In September 2014, the U.S. Bankruptcy Court in Denver, Colorado, in the matter of In re Frank Arenas and
Sarah Arenas, 14-11406-HRT (Bankr. D. Co. 2014), denied bankruptcy protection to the individuals in the business of growing and
storing marijuana in a commercial building in Denver, Colorado. The building had been partially leased to a corporate entity that
operated a marijuana dispensary. The U.S. Bankruptcy Court ruled that, although the activities of Mr. and Mrs. Arenas were legal
under Colorado law, they were violating the federal Controlled Substances Act. The U.S. Bankruptcy Court denied protection to the
debtors under both bankruptcy liquidation and reorganization because marijuana is illegal under federal law. Therefore, even though
we are not in the business of growing, and storing or selling marijuana, in the event we ever need to seek protection under the
bankruptcy laws, our involvement in the hemp industry may prevent us from obtaining such relief.





7







Risks Related to our Common Stock



The price of our Common Stock may experience price
volatility in secondary trading.Our Common Stock trades over the Pink Open Market, managed by OTC Markets Group. The Pink
Open Market is self-described as being for professional and sophisticated investors only, which may limit ongoing interest in our
Common Stock. As a result, investors may be deprived of the full value of their shares because our
Common Stock is expected to have fewer market makers, lower trading volumes, and larger spreads between bid and ask prices than
securities listed on an exchange such as the New York Stock Exchange or the Nasdaq Stock Market. These factors may result in higher
price volatility and less market liquidity for our Common Stock.

Our Common Stock is likely to experience a low
market price.A low market price would severely limit the potential market for our Common Stock.
Our Common Stock is expected to trade at a price substantially below $5.00 per share, subjecting trading in the stock to certain
Commission rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-Nasdaq equity security
that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules
require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the
risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other
than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make
a special suitability determinationfor the purchaser and have received the purchaser’s
written consent to the transaction prior to the sale. The broker-dealer also must
disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer
is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market.
Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to
the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information
on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage
broker-dealers from effecting transactions in our Common Stock.

Holders of our Common Stock may not be able to
resell their shares due to the lack of a market and state Blue Sky laws.Investors may have difficulty in reselling their
shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common Stock and persons who desire to purchase
them in any trading market that might develop in the future should be aware that there may be significant state law restrictions
upon the ability of investors to resell our shares. Accordingly, investors should consider any secondary market for our securities
to be a limited one. We intend to seek coverage and publication of information regarding our company in an accepted publication
which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state
without being registered if the company issuing the security has a listing for that security in a securities manual recognized
by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain: (1)
the names of issuers, officers, and directors; (2) an issuer’s balance sheet; and (3) a profit and loss statement for either
the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing
containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading
transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published
in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports,
and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals”
but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize
the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont, and Wisconsin.

Accordingly, our shares of Common Stock should be considered
totally illiquid, which inhibits investors’ ability to resell their shares.

Our Common Stock will be subject to penny stock
regulations.We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares
of our Common Stock. The Commission has adopted regulations which generally define so-called “penny stocks” to be an
equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to
certain exemptions. We anticipate that our Common Stock will become a “penny stock”, and we will become subject to
Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements
on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9,
a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written
consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities
and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt,
the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the Commission relating
to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and
the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing
recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our Common Stock will qualify
for exemption from the Penny Stock Rule. In any event, even if our Common Stock were exempt from the Penny Stock Rule, we would
remain subject to Section 15(b)(6) of the Exchange Act, which gives the Commission the authority to restrict any person from participating
in a distribution of penny stock, if the Commission finds that such a restriction would be in the public interest.





8







ITEM 1B. UNRESOLVED STAFF COMMENTS



None.



ITEM 2. PROPERTIES





As of the date of this annual report, Celexus,
Inc. does not own or lease any property other than its office space at 8275 S. Eastern Ave. Suite 200, Las Vegas, NV 89123.





ITEM 3. LEGAL PROCEEDINGS



From time to time, the company may be involved in a variety of legal
matters that arise in the normal course of business. The company is not currently involved in any litigation, and its management
is not aware of any pending legal actions relating to conduct of its business activities, or otherwise.





ITEM 4. MINE SAFETY DISCLOSURES



None required.

PART II



ITEM
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities



Market Information



As of June 28, 2019, 16,538,457 shares of our common stock
are issued and outstanding following a 90 for 1 reverse split of our shares effected in March 2019. This figure is in contrast
to that contained in our Form 10 that preceded the 90 for 1 reverse split. Of the total issued and outstanding shares, 5,444,444
(32.9% of total issued and outstanding shares) were held by one shareholder of record, Global Services Unlimited Group, Inc. We
currently have 138 shareholders of record.



There is a limited public market for our common shares, which
are quoted on the OTC Markets and OTCPink ATS under the symbol “CXUS.” Over the past 52 weeks, which includes time
in which the company was not operational, our stock price has demonstrated a quotation range of $0.135 to $1.953. We note that
such over-the-counter market quotations reflect inter-dealer prices. Such prices do include retail mark-up, mark-down, or commissions
and may not necessarily represent actual transactions. As a result, this over-the-counter quotation information may contain stock
price information that differs materially from the price that an investor would pay at or around the time of such quotation. We
also note that trading in stocks quoted on the OTC Markets and OTCPink ATS is often thin and is characterized by wide fluctuations
in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure
you that there will be a market in the future for our common stock.



Dividends



We have never paid or declared any dividends on our common
stock and do not anticipate paying cash dividends in the foreseeable future.



Securities Authorized for Issuance Under Equity Compensation
Plans



We currently do not have any equity compensation plans. We
are currently considering issuing shares of our common stock to certain members of management, those providing advisory services,
and vendors of the company in lieu of cash payments. In the event that such shares are issued, we will file a current report with
the Commission.



Recent Sales of Unregistered Securities



During the years ended March 31, 2019 and 2018, we have not
sold any securities in unregistered offerings.



During the year ended March 31, 2017 and prior to the current
activities of the company, on January 18, 2017, in connection with the custodianship of Telupay International Inc., the company
resolved to issue 400,000,000 shares of common stock to Barton Hollow, LLC to satisfy, and cause to be retired, the obligations
of the company as born by Barton Hollow, LLC during 2017. Although, constructively earned and issued by January 18, 2017, the shares
were not issued until one year later on January 25, 2018. As such, pursuant to ASC 260-10-45, the shares had been reflected on
the balance sheet and, for purposes of the earnings per share calculation, on an as-if issued basis as of January 18, 2017. The
company recognized stock compensation expense of $160,000 based on the closing stock price on January 18, 2017 of $0.0004 per share.





9







ITEM 6. SELECTED FINANCIAL DATA



As a smaller reporting company, we have elected to not provide
selected financial data in accordance with Item 301(c) of Regulation S-K.



ITEM 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations



The following discussion of our financial condition and results
of operations for the fiscal years ended March 31, 2018 and March 31, 2019 should be read in conjunction with our financial statements
and the related notes, included in this annual report. The following discussion contains forward-looking statements that reflect
our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.



Overview

We intend to become a key supplier of high grade CBD
hemp seeds and clones to international farmers entering the market. The quality, durability, performance and certification on hemp
seeds and clones will determine their value. Our seeds will ultimately be bio-engineered to grow large, robust crops, durable to
a wide range of weather and altitude and contain some of the highest percentages of CBD on the market. Our genetic improvement
strategy includes the following objectives:

| | · | High yield
| | - | ----------

| | · | Minimal male contamination
| | - | --------------------------

| | · | Premium market quality
| | - | ----------------------

| | · | Reliable low levels of THC content
| | - | ----------------------------------

| | · | Continual development of new improvements to our strains of hemp seeds and clones
| | - | ---------------------------------------------------------------------------------



We are committed to breeding strains
of hemp that can maximize the profitability of the industrial hemp industry.

We expect to generate operating
losses and experience negative cash flows for the immediate future and it is uncertain if we will achieve future profitability.
We may not have enough funds to sustain the business until it becomes profitable. The company needs $500,000 for additional capital
in order to fund operations through, at a minimum, the next 12 months.

Results of Operations

The company has
not yet begun its principal operations, and will not do so until completing its initial acquisition. As of the date of this annual
report, the acquisition of HempWave has not yet been completed. However, we fully intend to complete the acquisition before the
end of July to avoid triggering a termination clause of the Exchange Agreement between the company and HempWave. In addition, we
note that financial statements for HempWave are not yet available.

For the fiscal years
ended March 31, 2019 and 2018, we did not record any revenue and our expenses were $18,445and $3,793, respectively. During the
fiscal year ended March 31, 2019, our principal expense was professional fees for legal and accounting expenses related to Exchange
Act reporting requirements.

In addition, for
the fiscal years ended March 31, 2019 and 2018, we recorded $2,791 and $2,538 in interest expenses, respectively. While the fiscal
year ended March 31, 2018 included a gain on forgiveness of liabilities in the amount of $16,030, the fiscal year ended March 31,
2019 only saw a similar gain of $2.

As a result of the
foregoing, the company experienced a ness loss of $21,234 for the year ended March 31, 2019, as compared to a net profit of $9,699
for the year ended March 31, 2018, which was mostly driven by the gain on forgiveness of liabilities.

Liquidity and
Capital Resources

At March 31, 2019
we had $44,862 in current assets compared to $0 at March 31, 2018. These assets consisted entirely of cash deposited into our bank
account. Current liabilities at March 31, 2019 totaled $92,859 compared to $36,041 at March 31, 2018. The increase in current liabilities
was primarily the result of two loans from a shareholder of the company, totaling $58,500. This loans do not bear any interest,
and are payable on demand.

Our operations will
not fully commence until we complete our acquisition of HempWave by fulfilling the Exchange Agreement with HempWave prior to the
end of July 2019. Pursuant to the Exchange Agreement, we will issue Common Stock in the amount of $13,000,000 to HempWave as compensation.
Over the course of the current fiscal year ending March 31, 2020, we intend to explore various fundraising methods available to
us to replenish the company’s cash reserves and to expand its operations.

The company has
significant net operating loss carryforwards that may offset future tax expenses. For the fiscal year ended March 31, 2019, the
company had a net operating loss carryforward of $5,812,118, which could be used to defer up to $1,220,545 of federal tax expenses
at a 21% statutory tax rate.

Off-Balance Sheet
Arrangements

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



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK



As a smaller reporting company, we have elected to not provide
selected financial data in accordance with Item 305(e) of Regulation S-K.





10







ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA













Financial Statements



CELEXUS, INC.

(formerly Telupay International, Inc.)



For the Years ending March 31, 2019 and 2018















F-1







CELEXUS,
INC.

INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS





|                                                                                         | Page
|---------------------------------------------------------------------------------------- | ----
|                                                                                         |     
|Record of Independent Registered
    public Accounting Firm                              | F-3 
|                                                                                         |     
|Balance Sheets as of March 31, 2019
    and 2018                                         | F-4 
|                                                                                         |     
|Statements of Operations for the Years Ended March 31, 2019 and 2018                     | F-5 
|                                                                                         |     
|Statements of Stockholders’ Equity (Deficit) for the Years Ended March 31, 2019 and 2018 | F-6 
|                                                                                         |     
|Statements of Cash Flows for the Years Ended March 31, 2019 and 2018                     | F-7 
|                                                                                         |     
|Notes to Financial Statements                                                            | F-8 
|                                                                                         |     













F-2









Report
of Independent Registered Public Accounting Firm

To
the shareholders and the board of directors of Celexus, Inc.

Opinion
on the Financial Statements

We
have audited the accompanying balance sheets of Celexus, Inc. (the "Company") as of March 31, 2019 and 2018, the related
statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of March 31, 2019 and 2018, and the results of its operations and its cash
flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis
for Opinion

These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud.

Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audit provides a reasonable basis for our opinion.

Substantial
Doubt about the Company’s Ability to Continue as a Going Concern

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company’s minimal activities raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/
BF Borgers CPA PC

BF
Borgers CPA PC



We
have served as the Company's auditor since 2019

Lakewood,
CO

July
15, 2019



F-1













|CELEXUS,
    INC.                                                                                                                                      |  |               |            |     
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ---------- | ----
|(formerly
    Telupay International, Inc.)                                                                                                             |  |               |            |     
|Balance
    Sheets                                                                                                                                     |  |               |            |     
|                                                                                                                                                       |  |               |            |     
|                                                                                                                                                       |  | March
    31,
|                                                                                                                                                       |  | 2019          |            | 2018
|ASSETS                                                                                                                                                 |  |               |            |     
|Current
    assets                                                                                                                                     |  |               |            |     
|Cash
    in Bank                                                                                                                                       |  | $             | 44,862     |     
|Total
    assets                                                                                                                                       |  | $             | 44,862     |     
|                                                                                                                                                       |  |               |            |     
|LIABILITIES
    AND STOCKHOLDERS' DEFICIT                                                                                                              |  |               |            |     
|                                                                                                                                                       |  |               |            |     
|Current
    liabilities                                                                                                                                |  |               |            |     
|Accounts
    payable and accrued expenses                                                                                                              |  | $             | 3,557      |     
|Related
    Party notes                                                                                                                                |  | $             | 58,500     |     
|Interest
    payable                                                                                                                                   |  | $             | 5,802      |     
|Convertible
    Revolving Demand Note                                                                                                                  |  | $             | 25,000     |     
|Total
    current liabilities                                                                                                                          |  | $             | 92,859     |     
|                                                                                                                                                       |  |               |            |     
|Total
    liabilities                                                                                                                                  |  | $             | 92,859     |     
|                                                                                                                                                       |  |               |            |     
|Commitments
    and contingencies                                                                                                                      |  |               |            |     
|                                                                                                                                                       |  |               |            |     
|Stockholders'
    deficit                                                                                                                              |  |               |            |     
|Common
    stock: $0.001 par value; 1,500,000,000 shares authorized, and 565,864,527      outstanding at
    March     31, 2019 and 2018, respectively |  | $             | 565,865    |     
|Additional
    paid-in capital                                                                                                                         |  | $             | 8,318,848  |     
|Retained
    deficit                                                                                                                                   |  | $             | (8,932,710 | )   
|Total
    stockholders' deficit                                                                                                                        |  | $             | (47,997    | )   
|Total
    liabilities and stockholders' deficit                                                                                                        |  | $             | 44,862     |     
|                                                                                                                                                       |  |               |            |     



|                                                                                |  |  |  | 
|------------------------------------------------------------------------------- |  |  |  | 
|(The
    accompanying notes are an integral part of these financial statements)





F-2









|CELEXUS, INC.                                                                |  |                           |             |     
|---------------------------------------------------------------------------- |  | ------------------------- | ----------- | ----
|(formerly Telupay
    International, Inc.)                                   |  |                           |             |     
|Statements
    of Operations                                                 |  |                           |             |     
|                                                                             |  |                           |             |     
|                                                                             |  |                           |             |     
|                                                                             |  | Years
    Ended March 31,
|                                                                             |  | 2019                      |             | 2018
|                                                                             |  |                           |             |     
|Revenue                                                                      |  | $                         | 0           |     
|                                                                             |  |                           |             |     
|Operating
    expense                                                        |  |                           |             |     
|Selling,
    general and administrative                                      |  | $                         | 5,145       |     
|Professional
    Fees                                                        |  | $                         | 13,300      |     
|Total
    operating expense                                                  |  | $                         | 18,445      |     
|                                                                             |  |                           |             |     
|Loss
    from operations                                                     |  | $                         | (18,445     | )   
|                                                                             |  |                           |             |     
|Other
    income (expense)                                                   |  |                           |             |     
|Gain on
    forgiveness of liabilities                                       |  | $                         | 2           |     
|Interest
    expense                                                         |  | $                         | (2,791      | )   
|Accretion
    of debt discount                                               |  | $                         | 0           |     
|Total
    other income (expense)                                             |  | $                         | (2,789      | )   
|                                                                             |  |                           |             |     
|Net
    loss                                                                 |  | $                         | (21,234     | )   
|                                                                             |  |                           |             |     
|Basic
    and Diluted Loss per Common Share                                  |  | $                         | (0          | )   
|                                                                             |  |                           |             |     
|Weighted
    average number of common shares outstanding - basic and diluted |  |                           | 565,864,527 |     
|                                                                             |  |                           |             |     



(The
accompanying notes are an integral part of these financial statements)





F-3











|CELEXUS, INC.                                            |  |  |                                                       |  |  |   |         |  |  |  
|-------------------------------------------------------- |  |  | ----------------------------------------------------- |  |  | - | ------- |  |  | -
|(formerly Telupay
    International, Inc.)               |  |  |                                                       |  |  |   |         |  |  |  
|Statements
    of Stockholders' Deficit                  |  |  |                                                       |  |  |   |         |  |  |  
|                                                         |  |  |                                                       |  |  |   |         |  |  |  
|                                                         |  |  | Common
                                         Stock |  |  |   |         |  |  |  
|                                                         |  |  | Shares                                                |  |  |   | Amount  |  |  |  
|Balance, March 31, 2016                                  |  |  | 165,864,527                                           |  |  | $ | 165,865 |  |  | $
|                                                         |  |  |                                                       |  |  |   |         |  |  |  
|Common stock issued
    in connection with custodianship |  |  | 400,000,000                                           |  |  |   | 400,000 |  |  |  
|Net
    loss for the year ended March 31, 2017           |  |  | —                                                     |  |  |   | —       |  |  |  
|Balance, March 31, 2017                                  |  |  | 565,864,527                                           |  |  |   | 565,865 |  |  |  
|                                                         |  |  |                                                       |  |  |   |         |  |  |  
|Net
    loss for the year ended March 31, 2018           |  |  | —                                                     |  |  |   | —       |  |  |  
|Balance, March 31,
    2018                              |  |  | 565,864,527                                           |  |  | $ | 565,865 |  |  | $
|                                                         |  |  |                                                       |  |  |   |         |  |  |  
|Related
    Party Gain on Extinguishment of Debt         |  |  |                                                       |  |  |   |         |  |  | $
|Net
    loss for the year ended March 31, 2019           |  |  | —                                                     |  |  |   | —       |  |  |  
|Balance, March
    31, 2019                              |  |  | 565,864,527                                           |  |  | $ | 565,865 |  |  | $
|                                                         |  |  |                                                       |  |  |   |         |  |  |  



(The accompanying notes are an integral
part of these financial statements)





F-4











|CELEXUS, INC.                                                                        |  |                           |         |     
|------------------------------------------------------------------------------------ |  | ------------------------- | ------- | ----
|(formerly Telupay
    International, Inc.)                                           |  |                           |         |     
|Statements
    of Cash Flows                                                         |  |                           |         |     
|                                                                                     |  |                           |         |     
|                                                                                     |  | Years
    Ended March 31,
|                                                                                     |  | 2019                      |         | 2018
|Cash
    flows from operating activities                                             |  |                           |         |     
|Net
    loss                                                                         |  | $                         | (21,234 | )   
|Adjustments
    to reconcile net loss to net cash flows used in operating activities |  |                           |         |     
|Changes
    in operating assets and liabilities:                                     |  |                           |         |     
|Increase
    (decrease) in accounts payable and accrued expenses                     |  |                           | (4,473  | )   
|Increase
    (decrease) in related party notes                                       |  |                           | 58,500  |     
|Increase
    (decrease) in interest payable                                          |  |                           | 2,791   |     
|Related
    party forgiveness of debt                                                |  |                           | 9,278   |     
|Net
    cash flows used in operating activities                                      |  |                           | 44,862  |     
|Cash
    flows from financing activities                                             |  |                           |         |     
|Net
    cash flows from financing activities                                         |  |                           | —       |     
|Change
    in cash and cash equivalents                                              |  |                           | 44,862  |     
|Cash
    and cash equivalents at beginning of period                                 |  |                           | —       |     
|Cash
    and cash equivalents at end of period                                       |  | $                         | 44,862  |     
|Supplemental
    disclosure of cash flow information:                                |  |                           |         |     
|Interest
    paid in cash                                                            |  | $                         | —       |     
|Income
    taxes paid in cash                                                        |  | $                         | —       |     
|Supplemental
    disclosure of non-cash transactions:                                |  |                           |         |     
|Debt
    discount recorded for beneficial conversion feature                         |  | $                         | —       |     
|                                                                                     |  |                           |         |     



(The accompanying notes are an integral
part of these financial statements)





F-5









CELEXUS,
INC.

(formerly
Telupay International, Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE YEARS ENDED MARCH 31, 2019 AND 2018



NOTE
1 –Organization and Going Concern



Celexus,
Inc. (the Company)(formerly Telupay International, Inc.; formerly i-Level Media Group Incorporated; formerly Jackson Ventures,
Inc.) was incorporated in the State of Nevada on August 23, 2005 as Jackson Ventures Ltd. and its initial operations included
the acquisition and exploration of mineral resources. In March, 2007 the Company changed its name to i-Level Media Group Incorporated
(“i-Level”) and changed its business to that of developing and operating a digital media network service. This business
ceased operations on December 1, 2008 and its business was wound-up.



On
September 24, 2013, the Company effected the acquisition of Telupay, PLC by way of a reverse merger. As a result of the Merger,
the Company changed its name to Telupay International Inc., effectuated a 1.5-for-1 forward stock split and Telupay became a wholly-owned
subsidiary. Telupay was engaged in the mobile banking and payment processing business primarily in the Philippines, Peru, Indonesia,
Myanmar and the United Kingdom. Telupay PLC was the primary operating subsidiary of the Company accounting for most of our assets
and liabilities. Telupay PLC never reached profitability and was spun out of the Company shortly after December 31, 2014 to the
former directors and officers of the Company whereby the business, including the assets and liabilities of Telupay PLC were transferred
for no consideration. As a result, the Company had no operations.



On
January 18, 2017, Barton Hollow, LLC, a limited liability company, was appointed custodian for the Company by the District Court
of Clark County, Nevada. The Company was reinstated by the Nevada Secretary of State on November 9, 2017 and on September 9, 2018
changed its name to Celexus, Inc. The Company currently is looking to acquire an operating business or develop a business.



Going
Concern



The
Company’s financial statements are prepared using generally accepted accounting principles in the United States of America
applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course
of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow
it to continue as a going concern. As of March 31, 2019, the Company had an accumulated deficit of $8,932,710. The ability of
the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until
it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.



In
view of these conditions, the ability of the Company to continue as a going concern is in doubt and dependent upon achieving a
profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically,
the Company has relied upon internally generated funds and funds from the sale of shares of stock, issuance of promissory notes
and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary
additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance
that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable
terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount
of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should
the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities
in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.









F-6







NOTE 2 – Summary of Significant
Accounting Policies



Use of Estimates



The preparation of the Company’s consolidated
financial statements requires management to make estimates and use assumptions that affect the reported amounts of assets, liabilities
and expenses. These estimates and assumptions are affected by management’s application of accounting policies. On an on-going
basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from these estimates and assumptions.



Cash



Cash includes amounts held in bank accounts.
The Company has amounts deposited with financial institutions in excess of federally insured limits.



Fair Value Measurements



The Company measures fair value as the price
that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market
participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation
methodologies in measuring fair value:



Level 1. Valuations based on quoted prices in active
markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities
measured and recorded on a recurring or nonrecurring basis with Level 1 inputs.



Level 2. Valuations based on quoted prices for similar
assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are
observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company
has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 2 inputs.



Level 3. Valuations based on inputs that are supported
by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets
or liabilities measured and recorded on a recurring or nonrecurring basis with Level 3 inputs.



Fair Value of Financial Instruments



The carrying value of cash and cash equivalents,
accounts payable and interest payable approximate their fair value because of the short-term nature of these instruments and their
liquidity. It is not practical to determine the fair value of the Company’s debentures payable due to the complex terms.
Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial
instruments.



Stock Based Compensation



When applicable, the Company will account for
stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”).  Stock-based
payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated
statement of operations based on their fair values at the date of grant.



The Company accounts for stock-based payments
to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.”  Stock-based payments
to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated
statement of operations based on the value of the vested portion of the award over the requisite service period as measured at
its then-current fair value as of each financial reporting date.





F-7







The Company calculates the fair value of option
grants and warrant issuances utilizing the Black-Scholes pricing model.  The amount of stock-based compensation recognized
during a period is based on the value of the portion of the awards that are ultimately expected to vest.  ASC 718 requires
forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised,
if necessary, in subsequent periods if actual forfeitures differ from those estimates.  The term “forfeitures”
is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered
stock option or warrant.  The Company estimates forfeiture rates for all unvested awards when calculating the expense
for the period.  In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well
as employee termination patterns.  The resulting stock-based compensation expense for both employee and non-employee
awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which
is generally the vesting period.



Loss
per Share



The computation of basic earnings per share
(“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares
of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of
basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially
dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume
conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore,
when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the
EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method
only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants
(they are in the money). See “NOTE 5 - Net Loss Per Share” for further discussion.



Income Taxes



The Company accounts for income taxes using
the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the
future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax
assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain
income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded
as a component of interest expense or other expense, respectively.



Business segments



ASC 280, “Segment Reporting”
requires use of the “management approach” model for segment reporting. The management approach model is based
on the way a company’s management organizes segments within the company for making operating decisions and assessing performance.
The Company determined it has one operating segment.





F-8







Recent Accounting Pronouncements



In July 2017, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share
(Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in
Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features)
with down round features. When determining whether certain financial instruments should be classified as liabilities or equity
instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to
an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As
a result, a free-standing equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as
a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial
instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the
effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available
to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are
now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with
Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize
the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a
scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this
Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early
adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an
interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The
Company does not expect this accounting update to have a material effect on its Consolidated Financial Statements.



In May 2017, the FASB issued ASU 2017-09, Compensation-Stock
Compensation (Topic 718) Scope of Modification Accounting. The amendments in this Update provide guidance about which changes
to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The
amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning
after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities
for reporting periods for which financial statements have not yet been issued. The Company does not expect this accounting update
to have a material effect on its Consolidated Financial Statements.



In March 2016, the FASB issued ASU No. 2016-09,
“Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718)”, which is intended
to simplify several aspects of the accounting for share-based payment award transactions. The guidance is effective for our current
fiscal year. The adoption of ASU 2016-09 did not have a material impact on the Consolidated Financial Statements.



In February 2016, the FASB issued ASU No. 2016-02,
Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC 842, Leases. The new guidance requires
the recognition of lease assets and liabilities for operating leases with terms of more than 12 months. Presentation of leases
within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the
current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption
permitted. The Company does not expect this accounting update to have a material effect on its Consolidated Financial Statements.



The Company reviews new accounting standards
as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal
year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company
believes that none of the new standards will have a significant impact on the financial statements.



NOTE 3 – Debt – Related
Party



On January 18, 2017, the Company entered into
a Revolving Demand Note (the “Revolving Demand Note”) with Securities Compliance Group, Ltd. (the “Creditor”).
Pursuant the Revolving Demand Note, the Company borrowed $25,000 at an annual interest rate of 9.5% with a default rate of 22%.
The Revolving Demand Note may be converted into common stock at an exercise price of par, or $0.001 per share at the discretion
of the Creditor. The Revolving Demand Note does not have a maturity date.



The debt discount attributable to the fair
value of the beneficial conversion feature amounted to $17,500 and was accreted on the date of issuance due to no maturity date
of the Revolving Demand Note.





F-9







During the years ended March 31, 2019 and 2018,
the Company recognized $2538 and $2,791 of interest expense related to the Convertible Debenture.



A shareholder who is a related party has loaned
the corporation $58,500 as of March 31, 2019. The note bears no interest and is payable on demand.



Also see “Note
7” – Related Party Transactions.”





NOTE 4 – Common Stock



At March 31, 2019, the Company had 1,500,000,000
authorized shares of common stock with a par value of $0.001 per share and 565,864,527 shares of common stock outstanding.



During the year ended March 31, 2017, On January
18, 2017, in connection with the custodianship, the Company issued 400,000,000 shares to Barton hollow, LLC to satisfy and caused
to be retired, the obligations of the Company. As a result the Company recognized stock compensation expense of $160,000 based
on the closing stock price on January 18, 2017 of $0.004 per share.



NOTE 5 - Net Loss Per Share



During the years ended March
31, 2018 and 2017, the Company recorded a net loss. Basic net loss per share is computed by dividing the net loss by the weighted
average number of common shares outstanding during the period. The Company has not included the effects of convertible debt on
net loss per share because to do so would be antidilutive.



Following is the computation of basic
and diluted net loss per share for the years ended March 31, 2019 and 2018:





|                                                                                   |  | Years Ended March 31,
|---------------------------------------------------------------------------------- |  | ---------------------
|                                                                                   |  | 2019                 
|Basic and Diluted EPS Computation                                                  |  |                      
|Numerator:                                                                         |  |                      
|Loss available to common stockholders'                                             |  | $                    
|Denominator:                                                                       |  |                      
|Weighted average number of common shares outstanding                               |  |                      
|Basic and diluted EPS                                                              |  | $                    
|                                                                                   |  |                      
|The shares listed below were not included in the computation of diluted losses     |  |                      
|per share because to do so would have been antidilutive for the periods presented: |  |                      
|Convertible debt                                                                   |  |                      





NOTE 6 – Income Taxes



On December 22, 2017, the Tax Cuts and Jobs
Act (“The Act”) was enacted into law. The Act applies to corporations generally beginning with taxable years starting
after December 31, 2017 and reduces the corporate tax rate from a graduated set of rates with a maximum 35% tax rate to a flat
21% tax rate. Additionally, the Act introduces other changes that impact corporations, including a net operating loss (“NOL”)
deduction annual limitation, an interest expense deduction annual limitation, elimination of the alternative minimum tax, and immediate
expensing of the full cost of qualified property. The Act also introduces an international tax reform that moves the U.S. toward
a territorial system, in which income earned in other countries will generally not be subject to U.S. taxation. However, the accumulated
foreign earnings of certain foreign corporations will be subject to a one-time transition tax, which can be elected to be paid
over an eight-year tax transition period, using specified percentages, or in one lump sum. NOL and foreign tax credit (“FTC”)
carryforwards can be used to offset the transition tax liability. The Company does not expect that this change will have an impact
on the Company as it has not earned taxable income in the past and it has significant NOL carryforwards.





F-10







Deferred income taxes reflect the net tax effects
of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
used for income tax purposes. Significant components of the Company’s deferred tax assets at March 31, 2018 and 2017 are
as follows:





|                                 |  | 2019 |            | 2018
|-------------------------------- |  | ---- | ---------- | ----
|Deferred tax assets:             |  |      |            |     
|Net operating loss carryforwards |  | $    | 5,812,118  |     
|Statutory tax rate               |  |      | 21         | %   
|Total deferred tax assets        |  |      | 1,220,545  |     
|Less: valuation allowance        |  |      | (1,220,545 | )   
|Net deferred tax asset           |  | $    | —          |     





The
net change in the valuation allowance for deferred tax assets was an increase of $4,459 and decrease of $2,036 for the years ended
March 31, 2019 and 2018, respectively. In assessing the realizability of deferred tax assets, management considers whether it is
more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become
deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning
strategies in making this assessment. Due to the uncertainty of realizing the deferred tax asset, management has recorded a valuation
allowance against the entire deferred tax asset.



For federal income tax purposes, the Company
has net U.S. operating loss carry forwards at March 31, 2019 available to offset future federal taxable income, if any, of $5,812,118.
Accordingly, there is no tax expense for the years ended March 31, 2019 and 2018.



The utilization of the tax net operating loss
carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock.



The effects of state income taxes were insignificant
for the years ended March 31, 2019 and 2018.



A reconciliation between the amount of income
tax benefit determined by applying the applicable U.S. statutory income tax rate of 21% to pre-tax loss for the years ended March
31, 2019 and 2018 is as follows:





|                                           |  | 2019 |       | 2018
|------------------------------------------ |  | ---- | ----- | ----
|Federal Statutory Rate                     |  | $    | 4,459 |     
|Nondeductible expenses                     |  |      | —     |     
|Change in allowance on deferred tax assets |  |      | 4,459 |     
|                                           |  | $    | —     |     







The Company does not have any uncertain tax
positions at March 31, 2018 and 2017 that would affect its effective tax rate. The Company does not anticipate a significant change
in the amount of unrecognized tax benefits over the next twelve months. Because the Company is in a loss carryforward position,
the Company is generally subject to US federal and state income tax examinations by tax authorities for all years for which a loss
carryforward is available. If and when applicable, the Company will recognize interest and penalties as part of income tax expense.





F-11









NOTE 7 - Related Party Transactions



During the year ended
March 31, 2019 and 2018, our former President made payments on behalf of the Company totaling $0 and $7,830, respectively.



During the year ended
March 31, 2019 and 2018, a shareholder who is a related party has loaned the corporation $59,507 and $0 respectively.



Also see “Note
3” – Debt Related Party.”



NOTE 8 – Subsequent Events



Management has reviewed material events subsequent
of the period ended March 31, 2019 and through the date of filing of financial statements in accordance with FASB ASC 855 “Subsequent
Events”.



On December 10, 2018 it was RESOLVED by the
board of directors of the corporation that the name change of the corporation be changed to Celexus and that the outstanding shares
of stock of the cororation be reverse split on a 1 for 90 basis without change to authorized shares. The name change and 1-90 reverse
split will take effect at the open of business April 9, 2019.



On May 13, 2019 Celexus has entered into a definitive agreement
by which it will acquire HempWave f/k/a Bio Distributions upon the completion of an appraisal satisfactory to management of both
companies.



As of May 20, 2019 Lisa Averbuch has resigned as President of Celexus,
Inc. Ms. Averbuch with continue to serve as Director of the Company and maintains the authority to vote shares of the Company’s
majority shareholder, Global Services Unlimited Group, Inc.



Following the resignation of Ms. Averbuch, the Board of Directors
has appointed David Soto to serve as President of the Company.





F-12











ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



On
March 27, 2019, the company terminated MICHAEL GILLESPIE & ASSOCIATES, PLLC ("Gillespie") as its registered independent
public accountant.



| | Gillespie's
    reports on the financial statements for the periods ended March 31, 2017 and March 31, 2018, contained no adverse opinion
    or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained
    an explanatory paragraph stating that there was substantial doubt about the company's ability to continue as a going concern.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Our
    Board of Directors participated in, and approved the decision to, change independent accountants. Through the reporting periods
    ended March 31, 2017 and March 31, 2018, there have been no disagreements with Gillespie on any matter of accounting principles
    or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction
    of Gillespie would have caused them to make reference thereto in their report on the financial statements. Through the interim
    period to March 27, 2019 (the date of termination of Gillespie), there have been no disagreements with Gillespie on any matter
    of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements
    if not resolved to the satisfaction of Gillespie would have caused them to make reference thereto in their report on the financial
    statements.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On
March 27, 2019, the company engaged BF Borgers, CPA PC ("BF Borgers"), situated at 5400 W Cedar Ave, Lakewood, CO, USA
80226 (Ph: 303-953-1454, Fax: 720-251-8836; Website: www.bfbcpa.us), as its new registered independent public accountant. The
company has engaged BF Borgers to act as the company's independent accountant going forward.



| | During
                           the periods ending March 31, 2017 and March 31, 2018, and prior to March 27, 2019 (the date of the
                           new engagement), we did not consult with BF Borgers regarding:
        ·        
        The application of accounting principles to a specified transaction;
        ·        
        The type of audit opinion that might be rendered on the company's financial statements by BF Borgers, in either case where
        written or oral advice provided by BF Borgers would be an important factor considered by us in reaching a decision as
        to any accounting, auditing or financial reporting issues; or
        ·        
        Any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as
        described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).,
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





ITEM
9A. CONTROLS AND PROCEDURES



Disclosure
Controls and Procedures



Management
is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f)
under the Exchange Act. This rule defines internal control over financial reporting as a process designed by, or under the supervision
of, the company’s President, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with U.S. GAAP. 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 our transactions and dispositions;
| | - | --------------------------------------------------------------------------------------------------------------------------------------



| | ● | Provide
    reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
    with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management
    and directors; 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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





An evaluation was conducted under the supervision
and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures
as of March 31, 2019. Based upon this evaluation, the company’s President concluded that our disclosure controls and procedures
were not effective because of the identification of material weaknesses in our internal control over financial reporting which
are described below.







11







Management’s
Reports on Internal Control Over Financial Reporting



Our
management is responsible for establishing and maintaining adequate internal control, as is defined in the Securities Exchange
Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented
fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable.
There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error
and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance
with respect to reporting financial information.



Our
internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable
detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary
for preparation of our financial statements in accordance with generally accepted accounting principles and the receipts and expenditures
of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance
regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material
effect on our financial statements.







The assessment included a review of current
personnel of the company, its activities since reconstituting operations in October 2018, and anticipated future activities of
the company. Based on this evaluation, management concluded that our internal control over financial reporting was not effective
as of March 31, 2019. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial
reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements
will not be prevented or detected on a timely basis.



We had the following material weaknesses at
March 31, , 2019:





| | ● | We
    have a lack of proper segregation of duties. Management is dominated by a single individual without adequate compensating
    controls.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Our
    internal control structure lacks multiple levels of review and oversight; and
| | - | -------------------------------------------------------------------------------------



| | ● | There
    is an overreliance upon independent financial reporting consultants for review of critical accounting areas and disclosures
    and material, nonstandard transactions.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



This
Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant
to the SEC rules that permit us to provide only management’s report in this Annual Report.



Anticipated
Remediation Plans



The
company is aware that is principal material weaknesses are related to the limited management team of the company. Our immediate
priority is expanding our leadership through recruitment of an independent director to join our Board. With an independent director
in place, we believe we will be able to hire capable executive officers that will be responsible for disclosure controls and internal
controls over financial reporting.



Changes
in Internal Controls over Financial Reporting



There
was no change in our internal control over financial reporting during the fiscal quarter ended March 31, 2019 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.



ITEM
9B. OTHER INFORMATION



None.





12







PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Our
directors and executive officers and additional information concerning them are as follows:

|Name                      |  | Age |  | Position 
|------------------------- |  | --- |  | ---------
|Executive
    Officers    |  |     |  |          
|David
    Soto            |  | 52  |  | President
|Directors                 |  |     |  |          
|Lisa
    Averbuch         |  | 65  |  | Director 
|Significant
    Employees |  |     |  |          
|N/A                       |  |     |  |          



David
Soto, President

Mr.
David Soto is an accomplished start-up leader, hands-on investment-focused C-Suite executive and entrepreneur. He is the President
of Celexus, Inc., and CEO of HempWave, ensuring that the company is fully focused on the high-potential in industrial scale hemp
farming and processing. Previously, Mr. Soto oversaw organizational growth of the fee-based investment house Benchmark Co. from
startup in 1998 to exit in 2006. He then founded Asturia Ventures in 2016, a private equity and venture development company
where, as of 2019, he resides as Board Advisor.



Lisa
Averbuch, Director

Ms.
Lisa Averbuch has been a Director of Celexus, Inc. since October 2018. Up until May 2019, she also served as our President. Prior
to and concurrently with Celexus, Ms. Averbuch has provided executive leadership to multiple companies, including Energy Conversion
Services, Inc., for which she has served as President and Director beginning in 2017, as well as Triton Acquisitions Company and
Gold Standard mining Company, which she joined in 2019. Prior to these roles, Ms. Averbuch founded Loft Liquors in 2006. Loft
Liquors was the first organic, fresh fruit Liquor company in the United States, which was sold in 2010. Ms. Averbuch holds a Bachelor’s
degree in Hospitality Administration from Boston University in Boston Massachusetts.

During
the past ten years, neither Mr. Soto nor Ms. Averbuch has been the subject to any of the following events, except as described
above:

| | 1. | Any bankruptcy
    petition filed by or against any business of which Mr. Soto or Ms. Averbuch was a general partner or executive officer either
    at the time of the bankruptcy or within two years prior to that time.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Any conviction
    in a criminal proceeding or being subject to a pending criminal proceeding.
| | -- | ----------------------------------------------------------------------------------------------



| | 3. | An order,
    judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently
    or temporarily enjoining, barring, suspending or otherwise limiting Mr. Soto’s or Ms. Averbuch’s involvement in
    any type of business, securities or banking activities.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Found
    by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Future Trading Commission to have
    violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | Was the
    subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority
    barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph
    (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | Was found
    by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities
    law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or
    vacated;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | Was the
    subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
    reversed, suspended or vacated, relating to an alleged violation of:
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | i. | Any Federal
    or State securities or commodities law or regulation; or
| | -- | ------------------------------------------------------------------------



| | ii. | Any law
    or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
    injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or
    removal or prohibition order; or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iii. | Any law
    or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
| | ---- | ------------------------------------------------------------------------------------------------------------



| | 8. | Was the
    subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
    organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined
    in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
    organization that has disciplinary authority over its members or persons associated with a member.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Code
of Ethics

We
have not yet adopted a Code of Ethics as our company is still in its early stages of operations after reconstituting as Celexus,
Inc.



Audit
Committee

We
have not yet established an audit committee comprised of independent directors.



Director
Independence

We
are not currently listed on any national securities exchange that has a requirement that our Board of Directors be independent.
At this time, we do not have an “independent director” as that term is defined under the rules of the Nasdaq Capital
Market.





13









ITEM 11. EXECUTIVE COMPENSATION



For
the fiscal year ended March 31, 2019, we compensated our three highest-paid directors and executive officers as follows:



The
following table sets forth certain information concerning the annualand
long-term compensation of our President and our other executive officersfor
the last two fiscal years.

|                                |  |                   |   |             |   | (a)         |   | (b)         |   | (c)           |   |             
|------------------------------- |  | ----------------- | - | ----------- | - | ----------- | - | ----------- | - | ------------- | - | ------------
|                                |  |                   |   |             |   |             |   | Option      |   | All
    Other |   | Total       
|Name and Principal
    Position |  | Year              |   | Salary*     |   | Bonus       |   | Awards      |   | Compensation  |   | Compensation
|Lisa Averbuch,
    President    |  | 2018
        2019 | $ | 0
        0 | $ | 0
        0 | $ | 0
        0 | $ | 0
        0   | $ | 0
        0 



On
May 20, 2019, Lisa Averbuch resigned as President of the company. At that time, David Soto was appointed to serve as President
of the company. Mr. Soto is not currently receiving compensation from the company for his services.

Compensation
Committee Interlocks and Insider Participation

The
company does not currently have a compensation committee.

Compensation
Committee Report

The
company does not currently have a compensation committee.



ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The
following table sets forth, as of June 28, 2019, certain information concerning the beneficial ownership of our Common Stock by:
(i) each stockholder known by us to own beneficially 5% or more of our outstanding Common Stock; (ii) each director; (iii) each
named executive officer; and (iv) all of our executive officers and directors as a group, and their percentage ownership:

|Title
    of class |  |  | Name
    of beneficial owner                                                         |  | Amount
    and nature of beneficial ownership |                                       |  | Percentage
    of class |     
|------------------ |  |  | ------------------------------------------------------------------------------------ |  | --------------------------------------------- | ------------------------------------- |  | ----------------------- | ----
|Common
    Stock   |  |  | Global
    Services Unlimited Group, Inc.*                                           |  |                                               | 5,444,445
    shares of Common Stock  |  |                         | 32.9
|                   |  |  |                                                                                      |  |                                               |                                       |  |                         |     
|Common
    Stock   |  |  | David
    Soto                                                                       |  |                                               | 100,000
    shares of Common Stock    |  |                         | 0.6 
|                   |  |  |                                                                                      |  |                                               |                                       |  |                         |     
|Common
    Stock   |  |  | Lisa
    Averbuch                                                                    |  |                                               | 500,000
    shares of Common Stock    |  |                         | 3.0 
|                   |  |  |                                                                                      |  |                                               |                                       |  |                         |     
|Common
    Stock   |  |  | Kings
    Gate Management Inc.*                                                      |  |                                               | 2,5000,000
    shares of Common Stock |  |                         | 15.1
|                   |  |  |                                                                                      |  |                                               |                                       |  |                         |     
|Common
    Stock   |  |  | Andre
    Missell                                                                    |  |                                               | 2,500,000
    shares of Common Stock  |  |                         | 15.1
|                   |  |  |                                                                                      |  |                                               |                                       |  |                         |     
|Common
    Stock   |  |  | European
    Trade Partners LLC                                                      |  |                                               | 1,000,000
    shares of Common Stock  |  |                         | 6.0 
|                   |  |  |                                                                                      |  |                                               |                                       |  |                         |     
|Common
    Stock   |  |  | Wenxin
    Cou                                                                       |  |                                               | 1,000,000
    shares of Common Stock  |  |                         | 6.0 
|                   |  |  |                                                                                      |  |                                               |                                       |  |                         |     
|Common
    Stock   |  |  | All
    executive officers, directors, and beneficial ownership thereof as a group * |  |                                               | 8,544,445                             |  |                         | 51.7



*
Lisa Averbuch is the control person of Global Services Unlimited Group, Inc. and Kings Gate Management Inc.

Unless
otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the stockholders
named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.

The
mailing address for all stockholders referenced in the chart above is 8275 S. Eastern Ave. Suite 200, Las Vegas, NV 89123.

The
company has not instituted any equity compensation plans.



14







ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, and Director Independence



In
February 2019, the company and Bio Distribution, Inc., now operating as HempWave, executed the Exchange Agreement included as
Exhibit 10.1, which provides for the acquisition of HempWave as a wholly owned subsidiary of the company. In exchange for the
currently issued shares of HempWave, the company will issue shares of common stock of the company valued at $13,000,000. This
acquisition is a related party transaction as both the company and HempWave have common majority ownership and management. The
company intends to complete the acquisition following the completion of a due diligence review of HempWave before July 31, 2019.
This Exchange Agreement is included as an exhibit to this Annual Report.



From
January 2019 through February 2019, the company has also issued Promissory Notes to Global Services Unlimited Group, Inc., an
entity controlled by Lisa Averbuch, in exchange for cash consideration of $58,000. These Promissory Notes are included as exhibits
to this Annual Report.



Additionally,
in September 2018, the company issued a Promissory Note to Gold Partners, and entity controlled by Lisa Averbuch, in exchange
for cash consideration of $500. This Promissory Note is included as an exhibit to this Annual Report.



Director
Independence

The
company currently has one director, Lisa Averbuch. Ms. Averbuch is the control person of Global Services Unlimited Group, Inc.,
which owns 32.9% of the company’s Common Stock, and Kings Gate Management Inc., which owns 15.1% of the company’s
Common Stock.



ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



The
following table shows the fees that were billed for audit and other services during the fiscal years ended March 31, 2019 and
2018:



|                                                                                                                                                           |  | For
    the Fiscal Years ended March 31 |       
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------- | ------
|                                                                                                                                                           |  | 2019                                    |       
|Audit
    Fees (1)                                                                                                                                         |  |                                         |       
|Gillespie                                                                                                                                                  |  | $                                       | 3,350 
|BF
    Borgers (did not render any audit-related services for fiscal 2019 and 2018, respectively and, accordingly, did not bill for
    any such services) |  |                                         | 1,500 
|Accounting Fees (2)                                                                                                                                        |  |                                         |       
|Frontline
    Accounting                                                                                                                                   |  |                                         | 3,800 
|VIP
    Accounting Solutions                                                                                                                               |  |                                         | 1,650 
|Audit-related Fees
    (3)                                                                                                                                 |  |                                         | 4,757 
|Tax Fees (4)                                                                                                                                               |  |                                         | -     
|All Other Fees (5)                                                                                                                                         |  |                                         | 3,000 
|Total                                                                                                                                                      |  | $                                       | 18,057



| | (1) | Audit
    Fees - This category includes the audit of our annual financial statements, review of financial statements included
    in our Quarterly Reports on Form 10-Q, and services that are normally provided by independent auditors in connection with
    the engagement for each fiscal year as indicated. This category also includes advice on audit and accounting matters that
    arose during, or as a result of, the audit or the review of interim financial statements.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Accounting
    Fees - This category includes fees paid to accountants engaged by the company for maintenance of books and records
    of the company on a day to day basis.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Audit-Related
    Fees - This category consists of assurance and related services by our independent auditors that are reasonably related
    to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Tax
    Fees - This category consists of professional services rendered by our independent auditors for tax compliance and
    tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | All
    Other Fees - This category consists of fees for other miscellaneous items.
| | --- | ----------------------------------------------------------------------------------



Audit
Committee Pre-Approval Policies



We
have not established an audit committee comprised of independent directors nor has it adopted any pre-approval policies.





15









ITEM
15. EXHIBITS, FINANICIAL STATEMENT SCHEDULES



The
following exhibits are filed as part of this Annual Report.



Exhibits:



|3.1     |  | Articles
    of Incorporation*                                                                                                                                                                              
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2     |  | Certificate
    of Amendment to the Articles of Incorporation*                                                                                                                                              
|3.3     |  | Bylaws
    of the Registrant*                                                                                                                                                                               
|10.1    |  | Exchange
    Agreement between Celexus, Inc. and Bio Distribution, Inc.*                                                                                                                                    
|10.2    |  | Promissory
    Note Dated September 11, 2018 with Gold Partners*                                                                                                                                            
|10.3    |  | Promissory
    Note Dated January 17, 2019 with Global Services Unlimited Group*                                                                                                                            
|10.4    |  | Promissory
    Note Dated January 28, 2019 with Global Services Unlimited Group*                                                                                                                            
|10.5    |  | Promissory
    Note Dated February 27, 2019 with Global Services Unlimited Group*                                                                                                                           
|13.1    |  | Quarterly
    Report Filed on Form 10-Q for the quarterly period ended December 31, 2018*                                                                                                                   
|31.1    |  | Certification
    of President pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)                                                                                                      
|32.1    |  | Certification
    of President pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
|101.INS |  | XBRL
    Instance Document*                                                                                                                                                                                 
|101.SCH |  | XBRL
    Taxonomy Extension Schema Document*                                                                                                                                                                
|101.CAL |  | XBRL
    Taxonomy Extension Calculation Linkbase Document*                                                                                                                                                  
|101.DEF |  | XBRL
    Taxonomy Extension Definition Document*                                                                                                                                                            
|101.LAB |  | XBRL
    Taxonomy Extension Label Linkbase Document*                                                                                                                                                        
|101.PRE |  | XBRL
    Taxonomy Extension Presentation Linkbase Document*                                                                                                                                                 



*
Previously filed



ITEM
16. FORM 10-K SUMMARY



None.







16







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.





|CELEXUS,
    INC. FKA TELUPAY INTERNATIONAL, INC. |                   
|------------------------------------------------- | ------------------
|                                                  |                   
|By                                                | /s/
    David Soto
|David
    Soto, President                         |                   
|Celexus,
    Inc.                                 |                   
|                                                  |                   

Date:
October  3, 2019



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|/s/
    David Soto                                                                   | 
|------------------------------------------------------------------------------------ | 
|David
    Soto, President, Principal Financial Officer, Principal Accounting Officer
|Date:
     October 3, 2019                                                           | 



|/s/
    Lisa Averbuch      
|---------------------------
|Lisa
    Averbuch, Director
|Date:
     October 3, 2019 





17