XPLOSION 10Q 2019 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

	For the quarterly period ended April 30, 2019

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

	For the transition period from ___________ to ___________

Commission File Number 333-185909

Xplosion Incorporated
(Exact name of registrant as specified in its charter)

Nevada		30-0942823
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Suite 223 – 468 North Camden Drive
Beverly Hills, CA		90210
(Address of principal executive offices)		(Zip Code)

1-310-601-3080
(Registrant’s telephone number)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes

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

Large accelerated filer	o	Accelerated filer	¨
Non-accelerated filer	o	Smaller reporting company	x
		Emerging growth company	x

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

Yes

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of June 12, 2019, the issuer had one class of common stock, with a par value of $0.001, of which 60,848,398 shares were issued and outstanding.

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

XPLOSION INCORPORATED

Consolidated Balance Sheets
April 30, 2019 and October 31, 2018
(unaudited)

	April 30			October 31
	2019			2018
Assets

Current assets:
Cash	$	116		$	200

Total current assets		116			200

Long-term lease, net		3,453,625			3,524,107

Total assets	$	3,453,741		$	3,524,307

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable	$	21,325		$	21,375
Accrued expenses		94,986			51,183
Accrued remuneration		42,236			42,236
Loan		127,689			107,636

Total current liabilities		286,236			222,430
Accrued interest		-			1,045,877
Total liabilities		286,236			1,268,307

Stockholders' (Deficit) Equity
Preferred stock:
$0.001 par value, authorized 100,000,000 shares,
issued and outstanding nil shares		-			-
Common Stock:
$0.001 par value, authorized 300,000,000 shares,
issued and outstanding 60,848,398 shares (2018 - 58,233,705)		60,849			58,234
Additional paid-in capital		5,431,227			4,387,964
Retained Earnings (Deficit)		(2,324,571	)		(2,190,198	)
Total stockholders' (deficit) equity		3,167,505			2,256,000
Total liabilities and stockholders' (deficit) equity	$	3,453,741		$	3,524,307

See accompanying notes to consolidated financial statements

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XPLOSION INCORPORATED

Consolidated Statements of Operations

For the three and six months ended April 30, 2019 and 2018

(unaudited)

	Three months ended April 30						Six months ended April 30
	2019			2018			2019			2018



Revenue	$	-		$	-		$	-		$	2,908

Cost of Revenue		-			2,731			-			12,255

Gross Profit (Loss)		-			(2,731	)		-			(9,347	)

Expenses
Amortization		35,241			-			70,482			-
General and administrative		7,670			33,305			20,088			65,448
Marketing		-			30,000			30,000			50,162
Total operating expenses		42,911			63,305			120,570			115,610

Loss from operations		(42,911	)		(66,036	)		(120,570	)		(124,957	)

Other income and expense
Interest expense		(7,222	)		(9,713	)		(13,803	)		(18,664	)
		(7,222	)		(9,713	)		(13,803	)		(18,664	)

Net Loss	$	(50,133	)	$	(75,749	)	$	(134,373	)	$	(143,621	)

Net loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding		60,848,398			49,560,000			60,848,398			49,526,747

See accompanying notes to consolidated financial statements

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XPLOSION INCORPORATED

Consolidated Statements of Cash Flows
For the six months ended April 30, 2019 and 2018
(unaudited)

	2019			2018

Cash provided by (used in) operating activities:

Operating activities:
Net loss for the period	$	(134,373	)	$	(143,621	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of long-term lease		70,482			-

Changes in assets and liabilities
Accounts receivable		-			3,595
Accounts payable and accrued expenses		43,754			56,272
Inventory		-			7,851
Deposits and prepaid expenses		-			8,056

Net cash from (used) in operating activities		(20,137	)		(67,847	)

Cash provided by financing activities:
Proceeds from issuance of capital stock		-			57,000
(Repayment of) proceeds from loan payable, net		20,053			13,430
(Repayment) advance from shareholder,net		-			(3,861	)

Net cash provided by financing activities		20,053			66,569

(Decrease) in cash during the period		(84	)		(1,278	)
Cash at beginning of the period		200			1,562

Cash at end of the period	$	116		$	284

Supplementary Information:

Cash paid for:
Interest paid	$	-		$	4,293
Income taxes	$	-		$	-

Non-cash transactions:
Shares issued for settlement of accrued interest	$	1,045,877		$	-

See accompanying notes to consolidated financial statements

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XPLOSION INCORPORATED

NOTES TO FINANCIAL STATEMENTS

April 30, 2019

Note 1. Description of Business and Summary of Significant Accounting Policies

Organization

Xplosion Incorporated (the “Company”) was incorporated under the laws of the State of Nevada on October 6, 2015. The Company is in the business of marketing, distribution of innovative lifestyle and enhancement products and complimentary goods through a global distribution license for the SayberX line of self-stimulation devices for men and couples. During the year ended October 31, 2018 the Company acquired land, through a twenty-five year prepaid lease, where the Company has timber, water and agriculture rights that will allow the Company to pursue the business of lifestyle enhancement products, solutions and ancillary and goods and services.

Interim Period Financial Statements

The accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the Securities and Exchange Commission’s instructions. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The results of operations reflect interim adjustments, all of which are of a normal recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for such interim period. The results reported in these interim financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and note disclosure normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited interim condensed financial statements should be read in conjunction with the Company’s audited financial statements for the year ended October 31, 2018, filed March 29, 2019.

Going Concern

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At April 30, 2019 and October 31, 2018, the Company had cash of $116 and $200, respectively, and negative working capital of $286,120 as at April 30, 2019 and $222,230 as at October 31, 2018. For the six months ended April 30, 2019 and 2018 the Company had net losses of $134,373 and $143,621, respectively. Continued losses may adversely affect the liquidity of the Company in the future. Therefore, the factors noted raise substantial doubt about our ability to continue as a going concern. The recoverability of a major portion of the recorded assets amounts shown in the accompanying consolidated financial statements is dependent upon continued operations of the Company, which in turn is dependent on the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems.

Principles of Consolidation

The consolidated financial statements include the accounts of Xplosion Incorporated and its wholly owned subsidiary Xplosion (Oregon) Corporation.

All significant intercompany balances and transactions have been eliminated.

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Cash

Cash equivalents with maturity dates less than 90 days from the date of origination are considered to be cash equivalents for all financial reporting purposes. The Company currently has no cash equivalents.

Functional Currency

The financial statements are presented in United States dollars, which is the Company’s functional currency.

Fair Value Measurements

Fair value is defined as the exchange price that will be received for an asset or paid to transfer a liability (an exit price) in the principal. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered to be observable and the third unobservable:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

Revenue Recognition

The Company acquires full ownership of all products under its Exclusive Global Distribution Agreement directly from the technology holder and in turn re-sells the products through by wholesale through sub-distributors and also directly to end users via e-commerce. The Company has determined that it is the primary obligator as it i) is responsible for fulfillment; ii) assumes full inventory risk; iii) has no right of return of unsold product; iv) has the sole right to establish selling prices; v) has physical loss inventory risk and vi) has credit risk. The Company recognizes revenue, at the gross amount invoiced, when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, price is fixed and determinable, and collectability is reasonably assured.

Accounts Receivable

Accounts receivable result from sale of SayberX units and are recorded at their principal amounts.Receivables are generally unsecured.

The Company does not have off-balance sheet credit exposure related to its customers.

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Inventory

Inventory consisting of SayberX units is stated at the lower of cost (first in, first out method) or net realizable value.

Advertising Expenses

Advertising costs are expensed as incurred. During the six months ended April 30, 2019 and 2018 the Company incurred advertising costs of $nil and $nil, respectively.

Income Taxes

Deferred income tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, operating loss, and tax credit carryforwards, and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to be recovered or settled. Realization of certain deferred income tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction. The Company records a valuation allowance to reduce deferred income tax assets to amounts that are more likely than not to be realized. The initial recording and any subsequent changes to valuation allowances are based on a number of factors (positive and negative evidence). The Company considers its actual historical results to have a stronger weight than other, more subjective, indicators when considering whether to establish or reduce a valuation allowance.

The Company continually evaluates its uncertain income tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively.

Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions in: (1) calculating its income tax expense, deferred tax assets, and deferred tax liabilities; (2) determining any valuation allowance recorded against deferred tax assets; and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company’s estimates and assumptions may differ significantly from tax benefits ultimately realized.

Long-term Lease

The long-term lease is being amortized on a straight-line basis over the twenty-five year term of the lease in the amount of approximately $140,000 per year.

Impairment of Other Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate impairment may have occurred. An impairment loss is recognized when the net book value of such assets exceeds the estimated future undiscounted cash flows attributed to the assets or the business to which the assets relate. Impairment losses, if any, are measured as the amount by which the carrying value exceeds the fair value of the assets. During the six months ended April 30, 2019 and 2018, the Company identified no impairment losses related to the Company’s long-lived assets.

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three and six months ended April 30, 2019, there are no outstanding stock options and warrants. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations.

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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the fiscal year. The Company bases its estimates on historical experience, current conditions and on other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions.

Financial Instruments

The Company has the following financial instruments: cash, accounts payable, accrued expenses and loan payable. The carrying value of these financial instruments approximates their fair value due to their liquidity or their short-term nature.

Share Issuances for Services, Debt Instruments and Interest

The Company issues instruments to non-employees for the receipt of goods and services, and, in certain circumstances the settlement of short-term loan arrangements. The applicable GAAP establishes that share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

In these transactions, the Company issues unregistered and restricted equity instruments. Additionally, the Company currently has no shares of freely-tradeable stock with a quoted market price (a Level 1input within the GAAP hierarchy).

When unregistered common shares are issued for the settlement of short-term financing arrangements (that are not initially convertible), the reacquisition price of the extinguished financing arrangement is determined by the value of the debt which is more clearly evident, and no additional inducement expense is recognized.

In situations in which the Company issues unregistered restricted common shares in exchange for goods and services, and the value of the goods and services are not the most reliably measurable, the Company recognizes the fair value of the unregistered restricted equity instruments based on the value of similar instruments issued in private placements in exchange for cash in the most recent transactions (a Level 2 input within the GAAP hierarchy). The Company has determined this methodology reflects the risk adjusted fair value of its unregistered restricted equity instruments using a commercially reasonable valuation technique.

Emerging Growth

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved

We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

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Recent Accounting Pronouncements

In April 2015, the FASB issued ASU2015-03, Imputation of Interest, requiring entities to present debt issuance costs related to a debt liability as a reduction of the carrying amount of the liability. In August 2015, the FASB issued ASU 2015-15 to provide additional guidance related to debt issuance costs related to line-of-credit arrangements. The guidance is effective for annual and interim periods beginning after December 15, 2015, and early adoption is permitted. The Company has adopted this standard.

In February 2016, the FASB issued ASU2016-02, Leases (Topic 842), requiring entities to a right-of-use asset and a lease liability for virtually all of their leases. This standard is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company has adopted this standard.

In February 2018, FASB issued Accounting Standards Update No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (ASU 2018-02). The new standard amends ASC 220 to allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the “Tax Cuts and Jobs Act” and requires entities to provide certain disclosures regarding stranded tax effects. Adoption of ASU 2018-02 is required for fiscal reporting periods beginning after December 15, 2018, including interim reporting periods within those fiscal years with early adoption being permitted. The Company has adopted this standard.

In August 2018, FASB issued Accounting Standards Update No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). The new standard makes various modifications to the disclosure requirements on fair value measurement in Topic 820. Adoption of ASU 2018-13 is required for fiscal reporting periods beginning after December 15, 2019, including interim reporting periods within those fiscal years with early adoption being permitted. The Company does not expect the adoption of ASU 2018-13 to have a material impact on its consolidated financial statements.

Note 2. Long-term Lease

During the year ended October 31, 2018 the Company entered into a twenty-five year lease for approximately 588 acres of land in Jackson County, Oregon, USA. The fair value of the full twenty-five year lease of $3,509,188 was paid in full by the issuance of 8,673,105 shares of common stock. The cost of the lease is being amortized on a straight-line basis over the term of the lease.

Subsequent to April 30, 2019, the Company entered into an agreement to sub-lease 62,94 acres of the leased land for the remaining portion of the twenty-five years in return for CAD 645,000 and 20,000,000 shares of Good Life Holdings Corporation, a British Columbia corporation (see Note 6).

Note 3. Revolving Loan Facility

On November 1, 2016 the Company entered into an agreement, and amended May 18, 2018, for a revolving loan facility of up to $250,000. The loan, due on or before October 31, 2019, is unsecured and with interest of 2% per month, calculated based on the amount of principal outstanding at the end of each month. As the total principal outstanding and accrued interest was not paid at maturity the Company, on November 1, 2018, made a Default Payment consisting of 2,614,693 common shares, with a fair value of $1,045,877, being 4.49% of the total of issued and outstanding shares of the Company at that date.

The balance outstanding as at April 30, 2019 was $127,689 with an available credit line of $122,311.

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Note 4. Related Party Transactions

Management fees for the three and six months ended April 30, 2019 of $nil and $nil, respectively, and $24,000 and $48,000 for the respective three and six months ended April 30, 2018 were paid to a former officer and director.

The balance of accrued remuneration outstanding as at April 30, 2019, in the amount of $42,236, is due to its former officer and director.

Note 5. Share Capital

Preferred Stock

The Company’s authorized capital includes 100,000,000 shares of preferred stock of $0.001 par value. The designation of rights including voting powers, preferences, and restrictions shall be determined by the Board of Directors before the issuance of any shares.

No shares of preferred stock are issued and outstanding as of April 30, 2019.

Common Stock

The Company is authorized to issue 300,000,000 shares of common stock, par value of $0.001.

During the six months ended April 30, 2019 the Company issued on

November 1, 2018 2,614,693 shares of common stock in settlement of accrued interest payable of $1,045,877.

Note 6. Subsequent Events

On May 24, 2019 the Company entered into an agreement to sub-lease, for the remaining period of its lease, 62.94 acres of the 588.8 acres it has under a long-term lease. The Company is to receive CAD 645,000 and 20,000,000 million shares of Good Life Holdings Corporation, a British Columbia corporation.

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

The following discussion should be read in conjunction with the accompanying unaudited financial statements for the three and six months ended April 30, 2019 and 2018, and our annual report for the year ended October 31, 2018, including the financial statements and notes thereto.

Forward-Looking Information May Prove Inaccurate

This report contains statements about the future, sometimes referred to as “forward-looking” statements. Forward-looking statements are typically identified by the use of the words “believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “intend,” and similar words and expressions. Statements that describe our future strategic plans, goals, or objectives are also forward-looking statements.

Readers of this report are cautioned that any forward-looking statements, including those regarding our management’s current beliefs, expectations, anticipations, estimations, projections, proposals, plans, or intentions, are not guarantees of future performance or results of events and involve risks and uncertainties. The forward-looking information is based on present circumstances and on our predictions respecting events that have not occurred, that may not occur, or that may occur with different consequences from those now assumed or anticipated. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors. The forward-looking statements included in this report are made only as of the date of this report. We are not obligated to update such forward-looking statements to reflect subsequent events or circumstances.

Introduction

We are a company engaged in the sales, marketing and distribution of innovative lifestyle enhancement products and complimentary goods that target millennials and progressive thinkers of Generation X and Y. To date, we generated our revenues from the distribution of certain products to sub-distributors, wholesalers, and/or third party retailers, as well as from the direct sale of our products to consumers via various websites or via other online affiliate or third-party websites. Our initial product offering was the Sayber X automated self-stimulation device for men and the X-Ring controller. The Sayber X is a wearable, automated, blue tooth and software integrated sexual stimulation device which enables the user to engage in self-stimulation either alone or with a partner using the X-Ring controller remote control device and related software. During the fiscal year end 2018, Xplosion was able to successfully negotiate the sale of all of our remaining inventory, while at the same time successfully seeking out and securing additional consistent and parallel business opportunities that continue to work to move ahead our directive to provide innovative lifestyle enhancement solutions.

In this vein, during fiscal year end 2018, the Company was able to locate and negotiate a viable business opportunity by securing a 25-year land lease on a 588 acre property in Oregon. The site provides the Company with Timber, Water and Agricultural rights giving the Company the potential to develop and pursue a number of business initiatives and opportunities focused around its key goals and objectives of providing unique and innovative lifestyle enhancement products, solutions and ancillary goods to the Millennial and progressive Generation X and Y marketplace (continuing forth with the core business directives that Xplosion has always had since its date of inception).

During our second quarter ended April 30, 2019, the Company focused the majority of its attention and effort towards developing a plan and strategy as to how best to utilize the Timber, Water and Agricultural rights it has exclusively obtained through this 25 year land lease it holds in its subsidiary. We intend to benefit from the potential for the Company to develop these resources by continuing to pursue a number of business initiatives and opportunities focused around its key goals and objectives of providing unique and innovative lifestyle enhancement products, solutions and ancillary goods to the Millennial and progressive Generation X and Y marketplace.

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Effective the 24^th day of May 2019, a Land Lease Acquisition Agreement (the “Agreement”) was entered into by and between Xplosion Incorporated (“Obligor”), and Xplosion (Oregon) Corporation, a 100% wholly-owned subsidiary of Xplosion Corporation (“Seller”) , and Good Life Holdings Corporation (“Buyer”), a British Columbia Corporation.

For further definition of the transaction, the Seller holds exclusive Lease rights as provided under a previously disclosed 25-year Prepaid Lease to three contiguous tax lots which when combined total 588.80 acres, which based on Jackson County, Oregon, USA assessment records, where the land is located, is inclusive of 62.94 acres of Irrigable land. As per allowable terms as defined under the 25-year Prepaid Lease, the Seller has entered into this Agreement to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, by way of payment to the Obligor, the rights and obligations of Seller specifically to that 62.94 acres of the land defined as Irrigable land; and

It is also defined and understood and agreed between the Obligor and the Buyer that the block of shares to be issued to the Obligor from the Buyer as partial payment at Closing, shall be held in trust by the Obligor on behalf of its own shareholders until such date that the Buyer advises it has proceeded to undertake a Prospectus or other form of Registration to become a publicly traded Company in Canada, whereby it is then understood between the parties that each outstanding share of Buyer held in Trust by the Obligor will then at that time be issued out to each of the existing shareholders of the Obligor as a dividend payable to each of those shareholders at that time, based on such proportionate means as is herein calculated by and based on the portion of the acquisition price to be covered by said shares; and

In consummation and closing of the Agreement, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, by way of payment to the Obligor, all of Seller’s right, title and interest in the 62.94 acre portion of Irrigable Land as covered under the Land Lease Agreement between the Obligor, Seller and the Land Owner; with the Buyer then assuming and operating the 62.94 acres of Irrigable Land; and

The aggregate purchase price for the Closing of the transaction will be One million Nine Hundred and Sixty-six Thousand Eight Hundred and Seventy-Five Dollars ($1,966,875 USD), payable by the Buyer in the equivalent conversion to Canadian Dollars of Two million Six Hundred and Forty Five Thousand Dollars ($2,645,000 CAD), (the “Purchase Price”). Distributions for this sale will be made by way of $645,000 CAD payable as cash, along with the equivalency of $2,000,000 CAD paid via the issuance of 20,000,000 shares of the Buyer common shares to the Obligor (it is understood that such shares will be held in Trust by the Obligor until such future “Buyer Registration Date” when they will then be treated as Dividend Shares by the Obligor and released from Trust as distributed benefit to its existing shareholders based on a predetermined proportionate calculation.. From the date of execution of the Agreement being May 24, 2019, the Buyer shall have until no later than the date of July 31, 2019, if not earlier provided, to satisfy and deliver all of the cash and the securities due as payment by way of delivery of a certificate by courier to the address as defined., in order to effectuate the Final Closing Date of the transaction; and

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In the event the Agreement does not close by the deadline date, then unless mutually agreed between the parties to grant and extension or to otherwise re-negotiate, the transaction will be declared null and void with no penalties to be incurred by any of the parties to the transaction.

Results of Operations

Comparison of the Three and Six Months Ended April 30, 2019

with the Three and Six Months Ended April 30, 2018

We had gross revenue of $nil and $nil for the respective three and six months ended April 30, 2019 as compared to $nil and $2,908 for the respective three and six months ended April 30, 2018.

Our general and administrative expenses from continuing operations for the three and six months ended April 30, 2019 were $7,670 and $20,088, respectively as compared to $33,305 and $65,448, respectively, for the comparable three and six months ended April 30, 2018. The difference is primarily attributable to management fees of $24,000 and $48,000 for the three and six months ended April 30, 2018. For the three and six months ended April 30, 2019 there is amortization of the prepaid lease in the amount of $35,241 and $70,482, respectively, as compared to $nil and $nil for the respective three and six months ended April 30, 2018.

Our marketing expenses from continuing operations for the three and six months ended April 30, 2019, were $nil and $30,000, respectively, as compared to $30,000 and $50,162 for the comparable three and six month periods ended April 30, 2018.

Overall, we have a net loss of $50,133 and $134,373, respectively for the three and six months ended April 30, 2019, as compared to a net loss of $75,749 and $143,621, respectively, for the corresponding three and six month periods of the preceding year.

Liquidity and Capital Resources

As of April 30, 2019, our current assets were $116, as compared to $200 at October 31, 2018. As of April 30, 2019, our current liabilities were $286,236, as compared to $222,430 at October 31, 2018.

Operating activities used net cash of $20,137 for the six months ended April 30, 2019, as compared to use of $67,847 for the six months ended April 30, 2018.

Investing activities used net cash of $nil and $nil for the six months ended April 30, 2019 and 2018, respectively.

Net cash of $20,053 was provided by financing activities during the six months ended April 30, 2019, as compared to $66,569 net cash provided during the comparable six months ended April 30, 2018. Financing activities during the six months ended April 30, 2018 comprised of proceeds of issuance of share capital of $57,000 as compared to $nil for the six months ended April 30, 2019; net proceeds from loan of $13,430 as compared to $20,053 for the six months ended April 30, 2019 and net repayment to shareholders of $3,861 for the six months ended April 30, 2018 as compared to repayment of $nil for the six months ended April 30, 2019.

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Our current balances of cash will not meet our working capital and capital expenditure needs for the whole of the current year. Because we are not currently generating sufficient cash to fund our operations, we will need to rely on external financing to meet future capital and operating requirements. Any projections of future cash needs and cash flows are subject to substantial uncertainty. Our capital requirements depend upon several factors, including the rate of market acceptance, our ability to get to production and generate revenues, our level of expenditures for production, marketing, and sales, purchases of equipment, and other factors. We can make no assurance that financing will be available in amounts or on terms acceptable to us, if at all. Further, if we issue equity securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences, or privileges senior to those of existing holders of common stock, and debt financing, if available, may involve restrictive covenants that could restrict our operations or finances. If we cannot raise funds, when needed, on acceptable terms, we may not be able to continue our operations, grow market share, take advantage of future opportunities, or respond to competitive pressures or unanticipated requirements, all of which could negatively impact our business, operating results, and financial condition. The factors noted raise substantial doubt about our ability to continue as a going concern.

Critical Accounting Policies and Estimates

Revenue Recognition

The Company acquires full ownership of all products under its Global Distribution Agreement directly from the technology holder and in turn re-sells the products through by wholesale through sub-distributors and also directly to end users via e-commerce. The Company has determined that it is the primary obligator as it i) is responsible for fulfillment; ii) assumes full inventory risk; iii) has no right of return of unsold product; iv) has the sole right to establish selling prices; v) has physical loss inventory risk and vi) has credit risk. The Company recognizes revenue, at the gross amount invoiced, when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, price is fixed and determinable, and collectability is reasonably assured.

Use of Estimates

Income Taxes

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this quarterly report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer (our “Certifying Officers”), as appropriate, to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Certifying Officers, the effectiveness of our disclosure controls and procedures as of April 30, 2019, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of April 30, 2019, our disclosure controls and procedures were not effective.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended April 30, 2019, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II—OTHER INFORMATION

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

None

ITEM 5. OTHER EVENTS

Not applicable

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ITEM 6. EXHIBITS

The following exhibits are filed as a part of this report:

Exhibit Number*	Title of Document	Location

Item 31	Rule 13a-14(a)/15d-14(a) Certifications
31.01	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14	Attached

Item 32	Section 1350 Certifications
32.01	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) and (Chief Financial Officer)	Attached

Item 101	Interactive Data File
101	Interactive Data File	Attached

_______________

* All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.

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SIGNATURES

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

	Registrant

	XPLOSION INCORPORATED

Date: June 12, 2019	By:	/s/ EUGENIO GREGORIO /s/
		Eugenio Gregorio
		President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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PART I—FINANCIAL INFORMATION

Item 1:	Financial Statements:	3

	Unaudited Balance Sheets as at April 30, 2019, and October 31, 2018	3

	Unaudited Statements of Operations for the Three and Six Months Ended April 30, 2019 and 2018	4

	Unaudited Statements of Cash Flows for the Six Months Ended April 30, 2019 and 2018	5

	Notes to Financial Statements (Unaudited)	6

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	16

Item 4:	Controls and Procedures	16

PART II—OTHER INFORMATION

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 5:	Other Events	17

Item 6:	Exhibits	18

	Signatures	19

XPLOSION 10-Q2019 Q2 Quarterly report

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