UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED OCTOBER 31, ~~2019~~2020

Commission File Number 333-215568

Xplosion Incorporated

(Exact name of registrant as specified in its charter)

Nevada		30-0942823
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
Suite 3882 304 S. Jones Blvd
Suite 3882 - 304 S. Jones Blvd
Las Vegas, NV		89107
(Address of principal executive offices)		(Zip Code)

1-~~702~~844-~~583~~888-~~3283~~6364 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
n/a		n/a

Securities registered pursuant to Section 12(g) of the Act: ~~Common Stock, Par Value $0.001 (Title of Class)~~

~~Indicate~~Common ~~by check mark if the registrant is a well-known seasoned issuer~~Stock, asPar ~~defined~~Value ~~in Rule 405 of the Securities Act~~$0. ~~Yes~~001 ~~☐ No x~~

~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15~~(d)Title of ~~the Act. Yes ☐ No~~Class) x

Indicate by check mark ~~whether~~if the registrant: ~~(1) has~~is ~~filed~~a ~~all~~well-known ~~reports~~seasoned ~~required~~issuer, toas bedefined ~~filed~~in byRule ~~Section~~405 ~~13 or 15(d)~~ of the Securities ~~Exchange~~ Act ~~of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days~~. Yes x ☐ No ☐☒

Indicate by check mark ~~whether~~if the registrant ~~has~~is ~~submitted~~not ~~electronically and posted on its corporate Website, if any, every Interactive Data File~~ required to befile ~~submitted~~reports ~~and posted~~ pursuant to ~~Rule~~Section ~~405~~13 ofor ~~Regulation S-T~~ 15(~~§ 232.405~~d) of ~~this chapter) during~~ the ~~preceding 12 months (or for such shorter period that the registrant was required to submit and post such files~~Act. Yes ☐ No x ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, 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 ☐ No ☒

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

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

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 7(a)(2)(B) of the Securities Act. x☒

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

State the aggregate market value of the voting and nonvoting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. As of April 30, ~~2019~~2020, the aggregate market value of the voting and nonvoting common equity held by nonaffiliates of the issuer was $20,212,647.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of ~~April~~January 928, ~~2020~~2021, registrant had 60,848,398 shares of issued and outstanding common stock, par value $0.001.

DOCUMENTS INCORPORATED BY REFERENCE: None.

Table of Contents

TABLE OF CONTENTS

ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	1514
ITEM1B.	UNRESOLVED STAFF COMMENTS	2221
ITEM 2.	PROPERTIES	2221
ITEM 3.	LEGAL PROCEEDINGS	2221
ITEM 4.	MINE SAFETY DISCLOSURES	2221
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2322
ITEM 6.	SELECTED FINANCIAL DATA	2322
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2625
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	27F-1
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTSON ACCOUNTING AND FINANCIAL DISCLOSURE	3926
ITEM 9A.	CONTROLS AND PROCEDURES	3926
ITEM 9B.	OTHER INFORMATION	4027
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	4128
ITEM 11.	EXECUTIVE COMPENSATION	4230
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	4431
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	4532
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	4633
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	4734

2 Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains statements about the future, sometimes referred to as “forward-looking” statements. Forward-looking statements are typically identified by 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.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our” and “our company” refer to Xplosion Incorporated

Table of Contents

PART I

ITEM 1. BUSINESS

Background

We were incorporated in the State of Nevada on October 6, 2015. We are a development stage 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. We have acquired the URL address www.xplosionincorporated.com.

On December 7, 2015, we entered into an Exclusive Global Rights Agreement, that was since amended to non-exclusive rights, with Interactive Holdings Limited pursuant to which we had acquired the exclusive global distribution license for the sales, marketing and distribution of the Sayber X line of self-stimulation devices for men and couples. The Sayber X is a wearable, automated, blue tooth and software integrated ~~sexual~~male stimulation device which enables the user to engage in self-stimulation either alone, or ~~with~~by ~~a partner~~ using the X-Ring controller remote control device and related software if for couples. During the period of 2016 – 2018 wethe Company aggressively promoted and sold the product line throughout North America, Asia and Europe, prior to notification from the manufacturer of the SayberX product, Interactive Holdings, in early 2018, expressing their concern that they had been experiencing significant difficulty in maintaining their ability to continue to produce the product on a going forward basis as the product has not been adopted by the market as quickly as it thought it would. To that end, during our Fiscal year-end 2018, Xplosion was able to successfully negotiate the sale of our remaining inventory we held on hand at that time, whilst expending significant time and effort to successfully seek out consistent and parallel business opportunities for which we would continue to work to move ahead our directive to provide innovative lifestyle enhancement solutions.

Under this assertion the Company was able to locate and successfully negotiate a viable business opportunity by securing a long-term land lease on a 588-acre property in Jackson County, Oregon. To most effectively manage this opportunity the Company also established and set up a wholly owned subsidiary Company, Xplosion (Oregon) Corporation during the Fiscal year of 2018. The site offers to the Company 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). To such end, during ~~Fiscal~~fiscal ~~2019 and its subsequent Fiscal~~ 2020 ~~Q1 period~~, the Company has (A) been able to successfully sub lease a certain portion of the property to another unrelated entity whereby the Company received a full value payment of cash and shares, such shares which have been further distributed to our shareholders, and (B), began to ~~build~~develop ~~out~~its plan and ~~focus~~strategy of its near-midterm plan towards the establishment of a celebrity branded mineral grade bottled water operation.

From October 6, 2015 (date of inception) to the year ended October 31, ~~2019~~2020, we had realized revenues of $637,321 and an accumulated deficit of $24,~~433~~066,~~593~~053. For the year ended October 31, ~~2019~~2020, we had revenues of $nil and an accumulated deficit of $24,~~433~~066,~~593~~053. As at October 31, ~~2019~~2020 and October 31, ~~2018~~2019, we had total assets of $31,~~383~~794,~~175~~559 and $3,~~524~~383,~~307~~175, respectively. Over the next 12 months, we intend to continue to specifically pursue business and actions and initiatives that can progress the development of timber, water or agricultural resources on our land lease property that can in future provide further lifestyle enhancement products to be sold and marketed as part of our overall offering.

Our executive offices are currently located at Suite 3882 – 304 South Jones Boulevard, Las Vegas, NV 89107. Our phone number is 1-~~977~~844-~~240~~888-~~1188~~6364. Our fiscal year end is October 31. Our registered and records office is the address of our corporate resident agent in Nevada, GKL Registered Agents/Filings, Inc., located at 3064 Silver Sage Drive, Suite 150, Carson City, NV 89701 (Telephone: 1 (775) 841-0644, Facsimile 1 (775) 841-2065.

Our auditors have issued an audit opinion which includes a statement describing their doubts about whether we will continue as a going concern.

Our Company History and Our Current Business

We were incorporated in the State of Nevada on October 6, 2015. We are a development stage company engaged in the sale, marketing and distribution of innovative lifestyle enhancement products and complimentary goods that target millennials and progressive thinkers of Generation X and Y. We are today in pursuit of actions and initiatives, alliances or partnerships that can progress the development of timber, water or agricultural resources on our land lease property that can in future provide further lifestyle enhancement products to be sold and marketed as part of our overall offering.

On December 7, 2015, we entered into an Exclusive Global Rights Agreement with Interactive Holdings Limited pursuant to which we acquired the exclusive global distribution license for the sales, marketing and distribution of the Sayber X line of products for men and couples. The agreement was subsequently amended on July 27, 2016 and September 27, 2017 becoming non-exclusive. In consideration of the exclusive license agreement, we paid an aggregate of $400,000, plus an additional $100,000 which was advanced as an interest bearing loan to Interactive Holdings Limited, with the $500,000 total funding provided to be used to finance the development and commercialization of the Sayber X and X Ring. The loan portion of the investment will accrue interest at the rate of 2% per month, subject to applicable default interest should the principal and accrued interest due not be paid at the maturity (due) date. The loan was due January 31, 2017 and is currently in default. Interest has been calculated in accordance with the default provisions of the loan agreement – 10% for the first 30 days of default; 15% for the second 30 days of default; and 20% for the third 30 days of default. The loan receivable of $100,000 and accrued interest of $31,122 have been expensed as a bad debt in the year ended October 31, 2017 and we have determined that the remaining unamortized value of the distribution agreement has become impaired, resulting in the recognition of an impairment loss of $216,671 in the year ended October 31, 2017. During Q1 Fiscal 2021, $25,000 of this outstanding debt amount was repaid by the Debtor.

Table of Contents

OnAs ~~December~~an 7,additional ~~2015,~~condition weof ~~entered~~the ~~into~~original anlicense ~~Exclusive Global Rights Agreement~~ with Interactive Holdings, ~~Limited~~we ~~pursuant~~agreed toat ~~which~~the wetime ~~acquired~~to ~~the~~engage ~~exclusive~~Mr. ~~global~~Andrew ~~distribution~~Smith ~~license~~and ~~for~~Mr. ~~the~~James ~~sales~~Proctor, ~~marketing~~the ~~and~~principals ~~distribution~~ of the ~~Sayber~~licensor, Xas ~~line~~sales ~~of products for men~~ and ~~couples.~~distribution ~~The~~consultants ~~agreement~~for ~~was~~a ~~subsequently~~term ~~amended~~of on3 ~~July 27, 2016 and September 27, 2017 becoming non-exclusive~~years. In consideration offor ~~the~~their ~~exclusive~~consulting ~~license~~services ~~agreement,~~each wewas paid ana ~~aggregate~~fee of ~~$400,000,~~7.5% ~~plus~~of anour ~~additional~~annual ~~$100,000~~gross ~~which~~profits ~~was~~derived ~~advanced~~from ~~as an interest bearing loan to Interactive Holdings Limited, with~~ the ~~$500,000~~sale ~~total funding provided to be used to finance the development and commercialization~~ of the Sayber X ~~and~~products, Xplus ~~Ring.~~a ~~The~~bonus ~~loan~~of ~~portion~~2.5% of ~~the~~annual ~~investment~~gross ~~will~~profits ~~accrue~~if ~~interest~~certain atsales ~~the~~targets ~~rate~~are ofreached. 2%Sales ~~per~~targets ~~month,~~were ~~subject~~ to ~~applicable~~be ~~default~~mutually ~~interest~~determined ~~should~~by the ~~principal~~parties; ~~and~~however, ~~accrued~~no ~~interest~~targets ~~due~~were ~~not~~actually ~~be paid at the maturity (due) date~~established. The ~~loan~~consultants’ ~~was~~duties ~~due~~included, ~~January~~among 31others, ~~2017~~website and isstock ~~currently~~management insystem ~~default.~~design, ~~Interest~~development ~~has~~and ~~been~~maintenance, ~~calculated~~product inmanagement ~~accordance~~and ~~with~~distribution, ~~the~~ancillary ~~default~~product ~~provisions~~and ofinstruction ~~the~~development ~~loan agreement – 10% for the first 30 days of default; 15% for the second 30 days of default;~~ and ~~20%~~marketing, ~~for~~trade ~~the third 30 days of default. The loan receivable of $100~~shows,~~000~~ and ~~accrued~~sales ~~interest~~and ofsales ~~$31,122~~staff ~~have~~management. ~~been~~During ~~expensed as a bad debt in~~ the year ended October 31, 2017 ~~and~~the weagreement ~~have~~engaging ~~determined~~Mr. ~~that~~Andrew ~~the~~Smith ~~remaining~~and ~~unamortized~~Mr. ~~value~~James ofProctor ~~the~~was ~~distribution~~terminated. ~~agreement~~Upon ~~has~~termination ~~become~~the ~~impaired,~~Company ~~resulting~~paid in the ~~recognition~~consultants ~~of an impairment loss of $216,671~~ in ~~the~~full ~~year~~for ~~ended~~their ~~October~~commissions ~~31, 2017~~due.

AsOn ~~additional~~August ~~conditions~~30, ~~of the original license~~2016, we ~~agreed~~entered tointo ~~engage~~an ~~Mr.~~Exclusive ~~Andrew~~Distribution ~~Smith~~Agreement ~~and~~with ~~Mr.~~Vibe ~~James~~9 ~~Proctor~~Ventures Ltd., ~~the~~pursuant ~~principals~~to ofwhich ~~the~~we ~~licensor,~~granted asto ~~sales~~Vibe ~~and~~9 ~~distribution~~Ventures, ~~consultants~~as ~~for~~sub-distributor, athe ~~term~~exclusive ofright 3to ~~years.~~market, Indistribute ~~consideration~~and ~~for~~sell ~~their~~the ~~consulting~~Sayber ~~services~~X ~~each~~line ~~was~~of ~~paid~~products ain ~~fee~~the territories of ~~7.5%~~China, of(including ~~our~~Hong ~~annual~~Kong) ~~gross~~Japan, ~~profits~~and ~~derived~~Taiwan, ~~from~~until ~~the~~December ~~sale~~31, of2019. During the ~~Sayber~~initial Xterm ~~products,~~Vibe ~~plus~~9 aVentures ~~bonus~~was ofto ~~2.5%~~have of annual ~~gross~~target ~~profits~~quotas, ifincluding ~~certain~~minimum sales ~~targets~~requirements ~~are~~of ~~reached.~~$2,125,000 ~~Sales~~during ~~targets~~year ~~were~~1, toincreasing ~~be mutually determined~~ by ~~the~~66% ~~parties;~~in ~~however~~year 2, noand ~~targets~~by ~~were~~an ~~actually~~additional ~~established.~~60% ~~The~~in ~~consultants’~~year ~~duties~~3. ~~included,~~We ~~among~~did ~~others,~~not ~~website~~receive ~~and~~any ~~stock~~consideration ~~management~~from ~~system~~Vibe ~~design,~~9 ~~development~~Ventures ~~and~~in ~~maintenance,~~exchange ~~product~~for ~~management~~the ~~and~~ distribution, ~~ancillary~~rights ~~product~~granted. ~~and~~This ~~instruction~~agreement ~~development~~was ~~and~~terminated ~~marketing,~~on ~~trade~~September ~~shows~~26, ~~and sales and sales staff management~~2017. During the ~~year~~duration ~~ended~~of ~~October~~the 31agreement, ~~2017~~Vibe ~~the~~9 ~~agreement~~Ventures ~~engaging~~paid ~~Mr.~~a ~~Andrew~~total ~~Smith~~of ~~and~~$450,000 ~~Mr.~~(which ~~James~~is ~~Proctor~~included ~~was~~in ~~terminated.~~our ~~Upon~~gross ~~termination~~revenue for the ~~Company~~year ~~paid~~ended ~~the~~October ~~consultants~~31, in2017) ~~full~~ for ~~their~~and ~~commissions~~received ~~due~~3,000 units.

OnFrom ~~August~~October 306, ~~2016,~~2015 we(date ~~entered~~of ~~into~~inception) anto ~~Exclusive~~the ~~Distribution~~year ~~Agreement~~ended ~~with~~October ~~Vibe~~31, 92016, ~~Ventures~~we ~~Ltd.,~~had ~~pursuant~~not togenerated ~~which~~any werevenues ~~granted~~and torealized ~~Vibe~~a 9net ~~Ventures,~~loss asof ~~sub-distributor~~$362,941. For the ~~exclusive~~year ~~right~~ended toOctober ~~market~~31, ~~distribute~~2017 ~~and~~we ~~sell~~had ~~the~~recorded ~~Sayber~~revenue Xof ~~line~~$497,804, gross profit of ~~products~~$52,375, inand ~~the~~an ~~territories~~accumulated deficit of ~~China~~$940,057. ~~(including~~For ~~Hong~~the ~~Kong)~~year ~~Japan,~~ended ~~and~~October ~~Taiwan~~31, ~~until~~2018, ~~December~~we 31had realized revenues of $139,517 ~~2019~~and an accumulated deficit of $2,190,198. ~~During~~For the ~~initial~~year ~~term~~ended ~~Vibe~~October 931, ~~Ventures~~2019 ~~was~~we torealized ~~have~~revenues ~~annual~~of ~~target~~$nil ~~quotas,~~and ~~including~~an ~~minimum~~accumulated ~~sales~~deficit ~~requirements~~ of $2,~~125~~433,~~000~~593. ~~during~~For the year 1ended October 31, ~~increasing~~2020 bywe ~~66%~~realized inrevenues ~~year~~of 2,$nil and by an ~~additional~~accumulated ~~60%~~deficit inof ~~year 3~~$4,066,053. WeOur ~~have~~exclusive ~~not~~global ~~received~~license ~~any~~agreement ~~consideration~~with Interactive Holdings initially limited our gross margin from ~~Vibe~~wholesale 9sales ~~Ventures~~to in10% ~~exchange~~of ~~for~~product ~~the~~cost, ~~distribution~~however ~~rights~~it ~~granted.~~was ~~This~~revised as a non-exclusive agreement where no such cap exists. There was ~~terminated~~no contractual cap on ~~September~~our ~~26,~~gross ~~2017.~~margin ~~During~~from ~~the~~direct ~~duration~~sales. ofOn ~~the~~October ~~agreement~~31, ~~Vibe~~2020, 9we ~~Ventures~~had ~~paid a~~ total assets of $~~450~~1,~~000~~794,559 (~~which~~October is31, ~~included~~2019: in$3,383,175) ~~our~~which ~~gross~~included ~~revenue~~current ~~for~~assets ~~the~~of ~~year~~$Nil ~~ended~~ (October 31, ~~2017~~2019: $32). ~~for~~Over the next 12 months, we intend to focus our pursuits towards business and ~~received~~actions 3and initiatives,~~000~~ ~~units.~~alliances and partnerships that can progress the development of timber, water or agricultural resources on our land lease property that can in future provide further lifestyle enhancement products to be sold and marketed as part of our overall offering.

~~From~~On ~~October~~November 61, ~~2015 (date of inception) to the year ended October 31,~~ 2016, we ~~had~~entered ~~not~~into ~~generated~~a ~~any~~Loan ~~revenues~~Agreement ~~and~~with ~~realized~~Best aUni ~~net~~Peak ~~loss~~Services ~~of $362,941~~Inc. ~~For~~pursuant ~~the~~to ~~year~~which ~~ended~~we ~~October~~obtained ~~31,~~an ~~2017~~interest-bearing werevolving ~~had~~loan ~~recorded~~facility ~~revenue~~ of ~~$497,804,~~up ~~gross~~to ~~profit of~~ $52150,~~375,~~000. ~~and~~The ~~an accumulated deficit of $940~~loan,~~057.~~ ~~For~~due ~~the~~on ~~year~~or ~~ended~~before October 31, 2018, weis ~~had~~unsecured ~~realized revenues of $139,517~~ and anwith ~~accumulated~~interest ~~deficit~~ of $2~~,190,198.~~% ~~For~~per ~~the year ended October 31~~month, ~~2019~~calculated webased ~~realized~~on ~~revenues~~the ofamount ~~$nil and an accumulated deficit~~ of ~~$2,433,593.~~principal ~~Our~~outstanding ~~exclusive~~at ~~global~~the ~~license~~end ~~agreement with Interactive Holdings initially limited our gross margin from wholesale sales to 10%~~ of ~~product~~each ~~cost~~month, ~~however~~due ~~it was revised as a non-exclusive agreement where no such cap exists. There is no contractual cap~~ on ~~our gross margin from direct sales~~repayment. OnIf ~~October~~the ~~31, 2018, we had~~ total ~~assets~~principal ofoutstanding ~~$3,524,307~~and ~~which~~accrued ~~included~~interest ~~current~~is ~~assets~~not ofpaid ~~$200.~~at ~~On October 31~~maturity, ~~2019,~~ we ~~had~~were ~~total~~required ~~assets~~to ofmake ~~$3,383,175~~a ~~which~~Default ~~included~~Payment ~~current~~consisting ~~assets~~ of ~~$32~~4.49% ~~Over~~of the ~~next~~total 12of ~~months,~~issued ~~we intend to focus our pursuits towards business~~ and ~~actions~~outstanding ~~and~~shares ~~initiatives, alliances and partnerships that can progress the development~~ of ~~timber, water or agricultural resources on~~ our ~~land~~Company ~~lease~~at ~~property~~ that ~~can in future provide further lifestyle enhancement products to be sold and marketed as part of our overall offering~~date.

OnDuring ~~November~~the 1Fiscal year 2018, ~~2016~~2 weseparate amendments were entered into aas it relates to the Loan Agreement with Best -Uni Peak Services Inc. ~~pursuant~~Firstly, toamendment ~~which~~was wemade ~~obtained~~to anincrease ~~interest-bearing~~the ~~revolving~~ loan ~~facility~~availability ofamount up to $~~150~~250,000. ~~The~~USD ~~loan,~~while ~~due~~all onother orterms ~~before~~and ~~October~~conditions ~~31,~~remained ~~2018,~~in isfull ~~unsecured~~force and ~~with~~effect. ~~interest~~Secondly, offurther 2%amendment ~~per~~was ~~month~~separately made on October 30, ~~calculated~~2018, ~~based~~to onextend the ~~amount~~Maturity Date of ~~principal~~the ~~outstanding~~loan atto the ~~end~~due date of ~~each~~October ~~month~~31, ~~due~~2019, onwhile ~~repayment.~~in Ifall ~~the~~other ~~total~~respects ~~principal~~the ~~outstanding~~Revolving ~~and~~Loan ~~accrued~~Agreement ~~interest~~remained isin ~~not~~full ~~paid~~force atand ~~maturity~~effect, weexcept ~~are~~for ~~required~~the need to ~~make~~pay a Default ~~Payment~~Penalty ~~consisting~~as defined in the original November 1, 2016, Revolving Loan Agreement, as the Default Penalty of 4.49% of the ~~total~~Company ofshares ~~issued~~was paid and ~~outstanding~~settled by the Company. On November 1, 2018 the Company issued 2,614,693 shares of ~~our~~its ~~Company~~common atstock, ~~that~~with ~~date~~a fair value of $1,045,877, in settlement of the Default Penalty.

During the Fiscal year 2018, 2 separate amendments were entered into as it relates to the Loan Agreement with Best-Uni Peak Services Inc. Firstly, amendment was made to increase the loan availability amount up to $250,000 USD while all other terms and conditions remained in full force and effect. Secondly, further amendment was separately made on October 30, 2018, to extend the Maturity Date of the loan to the due date of October 31, 2019, while in all other respects the Revolving Loan Agreement remained in full force and effect, except for the need to pay a Default Penalty as defined in the original November 1, 2016, Revolving Loan Agreement, as the Default Penalty of 4.49% of the Company shares was paid and settled by the Company. On November 1, 2018 the Company issued 2,614,693 shares of its common stock, with a fair value of $1,045,878, in settlement of the Default Penalty.

5 Table of Contents

During the Fiscal year 2019, additional amendment was entered into on October 25, 2019, to extend the Maturity Date of the loan to the due date of October 31, 2021, while in all other respects the Revolving Loan Agreement remained in full force and effect, except that effective as at November 1, 2019 the original “Interest Rate” of 2%/month as defined in the Revolving Loan Agreement, shall be amended and increased to 3.75%/month due and payable from that point forth until the revised “Maturity Date”, or the date of full and final settlement and payment of the outstanding principal and interest to the loan, whichever date comes first.

As5 atTable ~~the date~~ of ~~October 31, 2019, the amounts currently due and payable to the Lender are $144,176 (Principal), and $32,716 (Interest), respectively, with an available credit line of $107,636.~~Contents

As at the date of October 31, 2020, the amounts currently due and payable to the Lender are $157,322 (Principal), and $100,389 (Interest), respectively, with an available credit line of $92,678.

We intend to apply any future proceeds advanced under the Loan Agreement toward the development costs associated with the property land lease and for general and administrative expenses, as required from time to time.

On the 29^th day of October, 2018, the Cabin Canyon Investment Trust and the F&A Ranch Trust, each acting together as the (“Lessor”) entered into a 25-year Land Lease Agreement with Xplosion Incorporated (the “Company”), being for purposes of said Lease agreement defined as Xplosion (Oregon) Corporation, (an Oregon Corporation and 100% wholly owned subsidiary of the Company), as the (“Lessee”) to the Land Lease Agreement, and Xplosion Incorporated, a Nevada Corporation (the Company), being the (“Obligor”) to the Land Lease Agreement.

For greater specificity the land covered under this Lease consists of three contiguous tax lots which when combined total 588.80 acres. Based on the assessment records in Jackson County, Oregon, where the land is located, supported by independent third-party valuation report(s), such total land is comprised of 520.86 acres of Non-irrigable (Resource) land, 62.94 acres of Irrigable land, and a 5.0 acre homesite.

It offers Timber, Water and Agricultural rights and therein the potential for the Company to now utilize these land resources 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.

The value of the lease agreed with the Lessor, for the total 25-year term. of $3,509,188 was determined as being equal to the consensus market accepted baseline property value as provided by independent third-party valuation report(s), plus a 25% Premium. Under the terms of the Land Lease Agreement, it was agreed between the Company and the Lessor that an upfront stock payment in shares of the Company would be made to the Lessor equal in value to the Total Lease Term value. Such payment is deemed to be full and final payment for the complete fulfillment of all of the payments due in satisfaction of the 25-year Land Lease Agreement. The Lessee settlement of the payment to the Lessor is by way of the issuance of equity holdings in the Obligor to the Lessor (or to those designated assignees as instructed by the Lessor at the time of issuance), such total number of shares issued from the Obligor to the Lessee being 8,673,105 shares of the Obligor. The term of this Lease is twenty-five (25) years and 0 month(s), commencing on October 29^th, 2018, and expiring at 11:59 p.m., PST, on October 28th, 2043, unless this Lease is sooner terminated or extended.

During the Fiscal year 2019, the Company and its wholly-owned subsidiary, Xplosion (Oregon) Corporation, entered into a sublease agreement with Good Life Holdings Corporation wherein the buyer of the sublease will sublease 62.94 acres of Oregon’s leased land for the remainder of the lease term in return for consideration, equal to full payment of the sublease already previously paid by the Company to the land owner, such total payment in the amount of USD 1,~~652~~621,~~175~~720 (CAD 2,169,967). Subsequent to year end Fiscal 2019, and during the period of Q1 of Fiscal 2020, payment has been made in full by the buyer to the Company, comprised of cash of $30,455 (CAD 40,000), and 21,299,670 shares of the buyer each share valued at CAD 0.10 per share. On January 31, 2020 the Company distributed all 21,299,670 shares of Good Life Holdings Corporation, valued at $1,621,720, received as part consideration of the sale of the sublease prorate to its shareholders by way of dividend.

Our offices are currently located at Suite 3882 – 304 South Jones Boulevard, Las Vegas, NV 89107, and our telephone number is 1-~~977~~844-~~240~~888-~~1188~~6364. Our fiscal year end is October 31. Our corporate resident agent in Nevada is GKL Registered Agents/Filings, Inc. located at 3064 Silver Sage Drive, Suite 150, Carson City, NV 89701 (Telephone: (775) 841-0644, Facsimile (775) 841-2065.

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Products and Services

The initial product line focused on from inception into Fiscal 2018 was the Sayber X automated self-stimulation device for men and the X Ring controller, which together anchored our first lifestyle enhancement offering, being the complete Sayber X line of products. 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.

Figure 1. Sayber X Marketing Image

Development of the Sayber X

Planning and development of the Sayber X line of products began in early 2014. By November 2015 a team consisting of an electronics engineer, an industrial product designer, software developers, prototyping specialists, and manufacturing partners had refined the proof of concept and completed extensive prototyping, simulation and stress testing, engineering evaluation, and design refinement in order to optimize performance and durability. By January 2016, component suppliers and manufacturers had been identified and assessed for quality control by an assembly factory team, after which tooling of factory parts and assembly of units was completed for additional testing and quality control evaluation. Through the Spring and Summer of 2016, a second round of extensive simulation, stress testing, and refinement of parts tooling were completed. Manufacturing & safety certifications were also obtained for targeted sales markets. In September 2016 a successful pre-mass production assembly run of 100 units was completed to test the consistency of build quality and the parts supply chain. Ongoing durability was performed to the 100-unit pre-production assembly run units, and as of November 2016, the design was approved for full scale production.

During Fiscal 2017 and 2018 the Company stocked inventory and conducted extensive sales and marketing initiatives which led to the revenue generated by the Company over these periods. Given the reservations expressed to the Company by the manufacturer in Fiscal 2018 pertaining to its on-going ability to continue to product the products in a timely and efficient manner, the decision was made During Q4 of Fiscal 2018, that the Company would sell the remaining inventory that it had on hand at that time to a single interested purchaser as it had become clear that the manufacturer of the product was no longer in a position to be able to effectively manufacture and support the product in a manner that the Company needed in order to represent and distribute the product effectively. Should the situation change for the manufacturer in future the Company may again at such time expend resources to attempt to promote and sell the product line, but until such date the Company will only sell the products under the terms of its Non-Exclusive distribution agreement only if and when the Company is contacted directly by a potential client. The Company will no longer be seeking new clients for the SayberX product line.

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CURRENT FOCUS AND MOVING FORWARD

The Company now intends over the next 12 months to focus efforts primarily towards the utilization of the, Water rights at the site that it has exclusively obtained through the 25 -year land lease it holds in its subsidiary. It intends to make effort to benefit from the potential for the Company to develop these resources by pursuing 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.

Since the start of Q2 2020, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has continued to result in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown that existed throughout the year ended October 31, 2020, and still continue subsequent to such year-end and thereby still remaining highly impactful. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operations in future periods.

With that said, the Company still remains intent on moving forward with its current and existing business plans at such time that it becomes socially and economically and environmentally healthy and responsible to do so.

WATER RIGHTS

‘Sustainability and stewardship are opportunities as well as challenges’

12-Sep-2018 By Rachel Arthur (BeverageDaily.com)

With plastic bottles under fire, the bottled water industry is under intense scrutiny. Yet the industry is also driving forward with efforts to be more sustainable –So what can the future look like for the category?

http://WWW.BEVERAGEDAILY.COM/ARTICLE/2018/09/12/BOTTLED-WATER-SUSTAINABILITY-AND-STEWARDSHIP-ARE-OPPORTUNITIES-AS-WELL-AS-CHALLENGES

The Company is now pursuing the establishment a turnkey eco-friendly mineral bottled water operation on the property site by deploying the latest environmentally sustainable treatment technologies and the most cutting edge and ecologically sensitive packaging and distribution methods. Completely pre-packaged “plug and play” systems that can be customized to our specifications to best take advantage of the high quality mineral artesian water supplies on the site shall be utilized with a complete packaged system being pre-designed for delivery, and installation, at site with follow-on industry validation provided and supported by third-party water expert technology providers additionally offering remote online monitoring and diagnostics to on-site service.

Why Start a Bottled Mineral Water Plant?

All over the world mineral water is seen and consumed and is also held in high esteem. This is because of the naturalness of it. One of the things that those who have made the production of mineral boiled water a way of living do not toy with, is the fact that they have to be really meticulous and hardworking in seeing that they churn out the best for their consumers at all times. Doing this however entails that they carry out the best practices that will make or ensure that what the consumers want is being produced.

Business Overview

Mineral water is said to be water that comes from a mineral spring which basically contains various minerals, such as salts and sulfur compounds. Mineral water may also be effervescent / sparkling due to the gases composition that it contained.

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The U.S. Food and Drug Administration classifies mineral water as water containing at least 250 parts per million total dissolved solids (TDS), originating from a geologically and physically protected underground water source. No minerals may be added to this water. In many places, however, the term “mineral water” is used to mean any bottled carbonated water or soda water, as opposed to tap water.

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It is a known fact that bottled mineral water is one commodity that is consumed in all parts of the world and of course those that are in the business of producing bottled mineral water, are known to generate sales and profits year in year out if the business is well – managed. As a matter of fact, economic downturn hardly affects the consumption of bottled mineral water simple because it is a commodity that is as important as the air we breathe in.

In recent times, it is a common trend for mineral water to be bottled at the source before they are distributed for consumption. As a matter of fact, it is no longer common to find people travelling to the mineral water site for direct access to the water, and in most instances, it is not possible simply because of exclusive commercial ownership rights of such sites. It is on records that there are well over 3,000 brands of bottled mineral water commercially available in world.

The Bottled Water Production industry of which bottled mineral water line of business is a part of is a thriving sector of the economy of the United States of America and they generates a whooping sum of well over $5 billion annually from more than 565 registered and licensed bottle water production bottled mineral water plant companies scattered all around the United States of America.

The industry is responsible for the employment of well over 14,360 people. Experts project the bottle water production industry to grow at a 4.0 percent annual rate. The Coca Cola Company, Nestle and Pepsi Co are the world leaders in the bottled water industry, they have the lion market share in the United States of America and in most countries of the world.

Despite the fact that there are big corporations who are into the production of bottled mineral water, the fact remains that starting a small scale bottled mineral water production business has minimal barriers to entry, with low start – up capital. Most players in the bottled mineral water production industry are small- to medium-size establishments.

We intend to be in the bottled mineral water production business to engage in packaging and retailing mineral water from source.

We are aware that there are several big scale and small scale bottled mineral water production companies scattered all around the United States and Canada whose products can be found in every nook and cranny of The United States and Canada, which is why we spent time to conduct assessments that will support the growth of the business and also for us to be able offer much more than our competitors will be offering.

We ensured that our land and future facility location is easily accessible and feel it likely it will allow us to develop a wide distribution network for wholesalers throughout the United States of America.

Much more than producing healthy, portable and well packaged bottled mineral water, our customer care is going to be second to none. We know that our customers are the reason why we are in business which is why we will go the extra mile to get them satisfied when they visit purchase any of our bottled water and also to become our loyal customers and ambassadors.

In future we intend to have a CRM software that will enable us to manage a one on one relationship with our customers (wholesale distributors) no matter how large the numbers of our customer base may grow to. We will ensure that we get our customers involved when making some business decisions that will directly or indirectly affect them.

Our Planned Product Offering

We intend to operate a standard and licensed bottled mineral water production plant whose products will also initially be targeted to be sold throughout the United States of America and then additionally to Canada and other international markets.

We intend to do all that is permitted by the law of the United States to achieve our business aim and ambition. Our product offering will be;

Packaging and retailing bottled mineral water in commercial quantities

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Market Trends

As a matter of fact, it is common to find bottled mineral water production companies especially medium scale and small scale bottled mineral water companies specially labeling their bottled mineral water for specific occasions to meet the demand of their clients.

Lastly, another trend in the bottled mineral water production industry is the adoption of eco – friendly approach towards the production and packaging of bottled mineral water. As a matter of fact, the industry’s adoption of eco-friendly practices will likely persuade environmentally conscious consumers to buy its products, while increasing operators’ efficiency.

Our Target Market

When it comes to selling bottled mineral water, there is indeed a wide range of available customers. In essence, our target market can’t be restricted to just a group of people, but all those who resides in our target market locations. In view of that, we have conducted our market research and we have ideas of what our target market would be expecting from us.

We are in business to engage in wholesale distribution and to retail bottled mineral water to the following groups of people;

	·	Hotels
	·	Restaurants and Canteens
	·	Event Planners, Parties and Corporate Functions
	·	Corporate Executives
	·	Government Officials
	·	Business People
	·	Celebrities
	·	Military Men and Women
	·	Sports Men and Women
	·	Students
	·	Tourists
	·	Everybody in our target market location

Our Competitive Advantage

A close study of the bottled mineral water production industry reveals that the market has become much more intensely competitive over the last decade. As a matter of fact, you have to be highly creative, customer centric and proactive if you must survive in this industry.

Our most unique and exceptionally strong differentiating competitive advantage for our Company is the strong relationship with the owner of the property who in turn is also one of our largest principal shareholders. Mr. Donal Logue, a globally renowned actor, writer, director and general environmentalist, will be instrumental is assisting our Company to ensure that we produce only a high quality environmentally sensitive product, that following which he will able to help to create unique branding initiatives given his name recognition and the relationships he possesses throughout the global entertainment community. Furthermore, Mr. Logue is an owner/operator of a very established trucking Company located very near to the property, which can then be effectively utilized to provide the Company a significant competitive advantage when it comes to the ultimate transportation and distribution of the bottled water throughout the United States and in future to Canada.

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Aisling Trucking – www.aislingtruckacademy.com: More specifically this gives the Company direct access to a fully functioning established, licensed and bonded transport business for the purposes of offering the Company the following services when delivering the Company bottled water to its client base:

	·	Assists in loading and unloading bottled mineral water.
	·	Maintains a logbook of their driving activities to ensure compliance with federal regulations governing the rest and work periods for operators.
	·	Keeps a record of vehicle inspections and make sure the truck is equipped with safety equipment
	·	Assists the transport and logistics manager in planning their route according to a delivery schedule.
	·	Local-delivery drivers may be required to sell products or services to stores and businesses on their route, obtain signatures from recipients and collect cash.
	·	Transports finished goods and raw materials over land to and from manufacturing plants or retail and distribution centers
	·	Inspect vehicles for mechanical items and safety issues and perform preventative maintenance
	·	Complies with truck driving rules and regulations (size, weight, route designations, parking, break periods etc.) as well as with company policies and procedures
	·	Collects and verifies delivery instructions
	·	Reports defects, accidents or violations

Marketing Strategy and Sales Strategy

We feel we have enough detailed information and data that we were able to utilize to understand this business opportunity that will ultimately allow us to attract the numbers of customers we want to attract per time and also for our products to favorable compete with other leading bottled mineral water brands in the United States of America and Canada.

We will hire experts who have good understanding of the bottled mineral water production industry as needed to help us develop marketing strategies that will help us achieve our business goal of capturing some market share in cities in the United States of America and Canada.

In order to continue to be in business and grow, we must continually sell our bottled mineral water to the available market which is why we will go all out to empower or sales and marketing team to deliver our corporate sales goals. In summary, we will adopt the following sales and marketing approach:

	·	Introduce our bottled mineral water brand by sending introductory letters to residence, bottled water merchants and other stakeholders in cities both in the United States of America and Canada
	·	Open our bottled mineral water production company with a party so as to capture the attention of residence who are our first targets
	·	Engage in road show in targeted communities from time to time to sell our bottled mineral water
	·	Advertise our bottled mineral water in community-based newspapers, local TV and radio stations
	·	Leverage on the internet to promote our bottled mineral water brands (SEO, Google and other Ad Spend, Pay per Click advertising)
	·	Engage in direct marketing and sales
	·	Encourage the use of Word of mouth marketing (referrals)

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Sources of Income

The Company is established with the aim of maximizing profits in the bottled water production industry in both the United States of America and Canada and we are going to go all the way to ensure that we do all it takes to sell a wide range of bottled water products to a wide range of customers.

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The Company envisions in future it will potentially generate income by selling the following types products all derived from the baseline mineral bottled water operation:

	·	Still water
	·	Flavored water
	·	Sparkling water
	·	Purifying and bottling water
	·	Purifying and bottling carbonated water
	·	Labeling bottled water products
	·	Promoting bottled water brands
	·	Manufacturing ice

Publicity and Advertising Strategy

Even though our bottled mineral water production plant is a standard one with well packaged and bottled water products that can favorably compete with other leading brands, we will still go ahead to intensify publicity for all our products and brand.

As a matter of fact, our publicity and advertising strategy is not solely for selling our products but to also effectively communicate our brand. Here are some of the platforms we intend leveraging on to promote and advertise the Company:

	·	Place adverts on both print (community-based newspapers and magazines) and electronic media platforms
	·	Sponsor relevant community programs
	·	Leverage on the internet and social media platforms like; Instagram, Facebook , twitter, et al to promote our bottled mineral water brand
	·	Install our Billboards on strategic locations all around major cities in the United States of America and Canada
	·	Engage in road show from time to time in targeted communities
	·	Distribute our fliers and handbills in target areas
	·	Position our Flexi Banners at strategic positions in the location where we intend getting customers to start patronizing our products.
	·	Ensure that our bottled water is well branded and that all our staff members wear our customized clothes, and all our official cars and distribution vans are customized and well branded.

Our Pricing Strategy

When it comes to pricing for products such as bottled mineral water, there are two sides to the coin. We are aware of the pricing trend in the bottled mineral water production industry which is why we have decided to produce various sizes of bottled mineral water.

In view of that, our prices will conform to what is obtainable in the industry but will ensure that within the first 6 to 12 months of production our products are sold a little bit below the average prices of various bottled water production brands in the United States of America. We have put in place business strategies that will help us run on low profits for a period of 6 months; it is a way of encouraging people to buy into our bottled mineral water brands.

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Future Payment Options

The payment policy adopted by the Company is all inclusive because we are quite aware that different customers prefer different payment options as it suits them but at the same time, we will ensure that we abide by the financial rules and regulation of the United States of America.

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Here are the payment options that the Company will make available to its clients:

	·	Payment via bank transfer
	·	Payment with cash
	·	Payment via Point of Sale Machine (POS)
	·	Payment via online bank transfer
	·	Payment via check
	·	Payment via bank draft

LAND RIGHTS

The Company is currently in discussion and negotiation with other parties that have potential interest in acquisition of the land lease rights for that portion of the Oregon property deemed as irrigable.

During the Fiscal year 2019, the Company and its wholly-owned subsidiary, Xplosion (Oregon) Corporation, entered into a sublease agreement with Good Life Holdings Corporation wherein the buyer of the sublease will sublease 62.94 acres of Oregon’s leased land for the remainder of the lease term in return for consideration, equal to full payment of the sublease already previously paid by the Company to the land owner, such total payment in the amount of USD 1,~~652~~621,~~175~~720 (CAD 2,169,967). Subsequent to year end Fiscal 2019, and during the period of Q1 of Fiscal 2020, payment ~~has~~was ~~been~~ made in full by the buyer to the Company, comprised of cash of $30,455 (CAD 40,000), and 21,299,670 shares of the buyer each share valued at CAD 0.10 per share, based on the further understanding that such shares issued to the Company then be immediately and irrevocably distributed and issued prorata as a dividend to the shareholders of the Company.

TIMBER RIGHTS

As it relates to the Timber Rights and associated Timber Stumpage value as defined and held by the Company under the 25 year property lease the Company intends to investigate the potential to sell said rights to an existing timber buying/processing organization if such opportunity may ultimately exist.

It is felt we may be able to arrange a cash sale of our timber-cutting rights for a specific number of years to a buyer who has the interest. The difference between a conventional sale of our merchantable timber and a sale of the timber rights is the length of the cutting window. Dependent on the situation we may be able to facilitate, a timber buyer usually requires a 12-to-18-month window. Sale of rights, however, might extend for five years or more.

It is felt the advantages of a rights sale we may invoke are several:

First, we could raise some cash, the amount of which, of course, will be determined by the volume and characteristics of his merchantable timber during the cutting window and the buyer’s estimate of future market conditions.

Second, ~~the~~ we retain ownership of the land. We use the Timber asset to generate cash flow and some of its renewable fair market value will be removed at some future date, but the land is still in our portfolio and capable of generating future income from timber sales, land sales and other means.

Determination will be made as to the valuation we received for the property Timber Rights and if a large part of the timberland’s value resides in its Higher-and-Better-Use quality, a ~~clearcut~~ clear-cut or a severe dimensional cut that would eliminate the property’s HBU appeal would not be considered. A lighter harvest can preserve much of the HBU value.

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Third, we can of course tweak the amount and type of cutting sold to meet our specific needs and requirements.

Fourth, the risk of the property’s timber value eroding further is shifted to the buyer during the term period of the sale.

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Employees

Currently, we do not have any employees other than our sole director and officer. Although we do not expect any vastly material changes in the number of employees over the next 12 -month period, we intend that we will continue to outsource contract employment as needed during the period in the roll-out of our bottled water business and envision possible at site employee additions during Q4 ~~2020~~2021, or Q1 ~~2021~~2022.

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our development programs.

Description of Property and Facilities

Our executive, administrative, and operating offices are located at Suite 3882 – 304 South Jones Boulevard, Las Vegas, NV 89107. We believe that our office space and facilities are sufficient to meet our present needs and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us.

Subsidiaries

The Company has a 100% wholly owned subsidiary, Xplosion (Oregon) Corporation. The subsidiary holds ownership of a prepaid 25-year land lease property Agreement for 588 acres located in Jackson County, Oregon.

Intellectual Property

As of the date of this filing the Company has no Intellectual Property.

LEGAL PROCEEDINGS

None

Emerging Growth Company

We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.

We shall continue to be deemed an emerging growth company until the earliest of:

	(A)	the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

	(B)	the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

	(C)	the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

	(D)	the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.

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Section 404(a)of Sarbanes Oxley requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. Section 404(b) of Sarbanes Oxley requires that the registered accounting firm of the Issuer shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company, we are exempt from Section 404(b) of Sarbanes Oxley.

As an emerging growth company, we are exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

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.

ITEM 1A. RISK FACTORS

Before making an investment decision, prospective investors should carefully consider, along with other matters referred to in this 10K annual report the following risk factors, which have set forth all of the material risks inherent in and affecting our business. Please consider the following risk factors before deciding to invest in our common stock:

Risks Associated with Our Financial Condition

There is substantial doubt about our ability to continue as a going concern.

We incurred a net loss of $~~243~~10,~~395~~740 for the year ended October 31, ~~2019~~2020 as compared to a loss of $1243,~~250,141~~395 for the year ended to October 31, ~~2018~~2019. As at October 31, ~~2019~~2020 we had cash on hand of $32Nil. To satisfy our financial requirements during the 12-month period beginning November 1, ~~2019~~2020, we intend to rely initially on funding available to us from shareholders of our Company. We are in the development stage and have yet to attain profitable operations and in their report on our financial statements for the year ended October 31, ~~2019~~2020, our independent auditors included an explanatory paragraph regarding the substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors.

If we are unable to obtain financing in the amounts and on terms and dates acceptable to us, we may not be able to execute our business plan, and so may be forced to modify, scale back or cease operations, and you could lose your entire investment.

We require approximately $500,000 to carry out our planned business activities over the next 12 months and had approximately $32Nil in cash on hand as of October 31, ~~2019~~2020. To satisfy our financial requirements during the 12-month period beginning November 1, ~~2019~~2020 we intend to rely initially on the proceeds of sales of equity or the acquisition of third-party loans or on any revenues, if any. We do not currently have any arrangements for additional financing. We will have to raise additional funds for the development of our business and the marketing of our products. Such additional funds may be raised through the sale of additional stock, stockholder and director advances and/or commercial borrowing. There can be no assurance that a financing will continue to be available if necessary, to meet these continuing development costs or, if the financing is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us will result in a significant dilution in the equity interests of our stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may not be able to execute our business plan, and so may be forced to modify, scale back or cease our operations, and you could lose your entire investment. In the event we are unable to secure additional capital, based upon our current cash position, and without considering potential revenues from the sale of our products, we estimate that we will be able to sustain nominal operations for a period of 12 months from the date of this filing.

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Risks Associated with Our Business

We as yet cannot define the overall impact of the Global Pandemic.

We may not be able to compete effectively against other companies that have existed for a longer period and have greater financial resources.

We compete in existing markets and in future markets that are highly competitive and expect competition to intensify in the future. We will seek to compete with a variety of developing and established companies, including those engaged in the sale of broader portfolios of lifestyle enhancement products that target millennials and progressive thinkers of Generation X and Y. Many of our prospective competitors have significantly greater financial, technical, and marketing resources than our company, and many have established consumer brands, preferential supplier relationships, and developed sale and distribution networks and infrastructure, both traditional and online.

We may not be able to compete successfully against these competitors. If we are unable to effectively compete in the lifestyle enhancement markets, our results would be negatively affected, we may be unable to implement our business plan, and our business may ultimately fail.

Our products or our company may be subject to product liability claims which may be detrimental to our reputation and financial condition.

We may become implicated in product liability claims as a result of alleged or actual harm related to the use of our products by end users. Whether we are directly implicated as a named defendant in such a civil claim, or indirectly implicated by association as a product distributor, we may suffer reputational and economic harm to the extent that the safety or quality of our products is called into question. Additionally, if we are directly named as a defendant in such a civil claim, we expect to incur significant legal expense and, if we our held responsible for injury arising from any of our products, significant additional financial liability. Although we intend to carry product liability insurance to safeguard against potential claims, any such claims could irreparably harm our reputation, our financial condition, and ultimately cause our business to fail.

New business operations could disrupt the Company’s ongoing business and present risks not originally contemplated.

The Company has invested, and in the future may invest, in new business strategies or acquisitions. Such endeavors may involve significant risks and uncertainties, including distraction of management from current operations, greater than expected liabilities and expenses, inadequate return of capital and unidentified issues not discovered in the Company’s due diligence. These new ventures are inherently risky and may not be successful.

We expect to be directly affected by fluctuations in the general economy.

Demand for discretionary lifestyle enhancement products is affected by the general global economic conditions. When economic conditions are favorable and discretionary income increases, purchases of non-essential items like our proposed products generally increase. When economic conditions are less favorable, product sales decline in kind. In addition, we may experience more competitive pricing pressure during economic downturns. Therefore, any significant economic downturn or any future changes in consumer spending habits could have a material adverse effect on our financial condition and results of operations.

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We expect our products to be subject to changes in customer taste.

The markets for our products are subject to changing customer tastes and the need to create and market new products. Demand for products targeting lifestyle tastes and choice is influenced by the popularity of certain themes, cultural and demographic trends, marketing and advertising expenditures and general economic conditions. Because these factors can change rapidly, customer demand also can shift quickly. Some goods appeal to customers for only a limited time. The success of new product introductions depends on various factors, including product selection and quality, sales and marketing efforts, timely production and delivery and customer acceptance. We may not always be able to respond quickly and effectively to changes in customer taste and demand due to the amount of time and financial resources that may be required to bring new products to market. The inability to respond quickly to market changes could have a material adverse effect on our financial condition and results of operations.

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If we are unable to successfully manage growth, our operations could be adversely affected, and our business may fail.

Our progress is expected to require the full utilization of our management, financial and other resources. Our ability to manage growth effectively will depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit, train and manage sales personnel. There can be no assurance that management will be able to manage growth effectively.

Because we do not have sufficient insurance to cover our business losses, we might have uninsured losses, increasing the possibility that you may lose your investment.

We may incur uninsured liabilities and losses as a result of the conduct of our business. We do not currently maintain any comprehensive liability or property insurance. Even if we obtain such insurance in the future, we may not carry sufficient insurance coverage to satisfy potential claims. We do not carry any business interruption insurance.

We may have liabilities to affiliated or unaffiliated third parties incurred in the regular course of our business.

We plan to do business with third party vendors, customers, suppliers and other third parties and thus we are always subject to the risk of litigation from customers, employees, suppliers or other third parties because of the nature of our business. Litigation could cause us to incur substantial expenses and, negative outcomes of any such litigation could add to our operating costs which would reduce the available cash from which we could fund our ongoing business operations.

Our sole officer and director will allocate some portion of his time to other businesses thereby causing conflicts of interest in his determination as to how much time to devote to our affairs as well as other matters.

Eugenio Gregorio, our current sole executive officer and director, resides in the Philippines and is not required to commit his full time to our affairs, which could create a conflict of interest when allocating his time between our operations and his other commitments. He is not obligated to devote any specific number of hours to our affairs, but it is estimated that he will devote approximately 20 hours per week on our business.

Mr. Gregorio is an entrepreneur and is involved in other ventures in fields that do not compete with our business. However, if his other activities require him to devote more substantial amounts of time to them, it could limit his ability to devote time to our affairs and could have a negative impact on our ability to pursue our business plan. Additionally, Mr. Gregorio and future company officers and directors may become aware of business opportunities that may be appropriate for presentation to us and the other entities to which they owe fiduciary duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. We cannot assure anyone that these conflicts will be resolved in our favor.

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We depend on uncompensated executives to implement our business plan.

We ~~have~~ paid management fees of $5,765 and accrued $42,236 during the year ended October 31, 2018 to our former CEO, Mr. Galan for his services to the Company. We paid $~~nil~~2,000 of management ~~fess~~fees during the year ended October 31, ~~2019~~2020. We intend to compensate our new CEO, Mr. Gregorio, when we generate revenues. However, there is no guarantee that we will be able to generate revenues or that Mr. Gregorio will continue to serve our Company until it generates revenues. If Mr. Gregorio chooses to leave the Company, our plan of operations will be materially delayed.

Third parties claiming that we infringe their proprietary rights could cause us to incur significant legal expenses and prevent us from selling our products.

As the number of lifestyle enhancement products, we offer increases and the functionality of these products may further overlap, we believe that we may become increasingly subject to infringement claims, which could include patent, copyright and trademark infringement claims. Any such claim, with or without merit, could:

	☐	be time consuming to defend;
	☐	result in costly litigation;
	☐	divert management’s attention from our core business;
	☐	require us to stop selling, delay providing or redesign our product; and
	☐	require us to pay monetary amounts as damages, for royalty or licensing arrangements.

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Because our principal assets are intangible, and our sole director and officer resides outside of the United States, it may be difficult for you to enforce your rights based on U.S. Federal Securities Laws against us or our sole officer and director, or to enforce U.S. Court Judgments against us or our sole officer and director in the Republic of the Philippines.

Our sole officer and directors reside in the Republic of the Philippines. In addition, although we are a Nevada corporation, our primary assets are intangible, and any inventory we acquire will be located outside of the United States. It may therefore be difficult for investors in the United States to enforce their legal rights based on the civil liability provisions of the U.S. Federal securities laws against us in the courts of either the U.S. or in the Republic of the Philippines, and, even if civil judgments are obtained in U.S. courts, to enforce such judgments against our sole officer and director in courts of the Republic of the Philippines. Further, it is unclear whether extradition treaties now in effect between the United States and the Republic of the Philippines would permit effective enforcement against us or our sole officer and director of criminal penalties, under the U.S. Federal securities laws or otherwise.

Since October 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operations in future periods.

Risks Associated with Our Common Stock

There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

There is currently no active trading market for our common stock and such a market may not develop or be sustained. WeAlthough ~~currently intend to make application to have our common stock quoted by OTC Markets on the OTCQB marketplace. In order to do this,~~ a market maker ~~must~~has ~~file~~now filed a Form 15c-211 to allow the market maker to make a market in shares of our common stock, ~~and~~ we are not ~~aware~~yet ~~that~~assured ~~any~~of ~~market maker has~~ any such ~~intention~~approval. We cannot provide our investors with any assurance that our common stock will be traded on the OTCQB, or, if traded, that a public market will materialize. Further, the OTCQB is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our common stock is not quoted on the OTCQB or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of development stage companies, which may adversely affect the market price of our common stock in a material manner.

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If quoted, the price of our common stock may be volatile, which may substantially increase the risk that you may not be able to sell your shares at or above the price that you may pay for the shares.

Even if our shares are quoted for trading on the OTCQB and a public market develops for our common stock, the market price of our common stock may be volatile. It may fluctuate significantly in response to the following factors:

☐ variations in quarterly operating results; ☐ our announcements of significant contracts and achievement of milestones; ☐ our relationships with other companies or capital commitments; ☐ additions or departures of key personnel; ☐ sales of common stock or termination of stock transfer restrictions; ☐ changes in financial estimates by securities analysts, if any; and ☐ fluctuations in stock market price and volume.

☐ our announcements of significant contracts and achievement of milestones;

☐ our relationships with other companies or capital commitments;

☐ additions or departures of key personnel;

☐ sales of common stock or termination of stock transfer restrictions;

☐ changes in financial estimates by securities analysts, if any; and

☐ fluctuations in stock market price and volume.

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Your inability to sell your shares during a decline in the price of our stock may increase losses that you may suffer as a result of your investment.

Investing in our company is a highly speculative investment and could result in the loss of your entire investment.

Investment in our Company is very speculative and involves significant risks. Investment should not be made by any person who cannot afford the loss of his or her entire investment. The business objectives of the company are also speculative, and we may be unable to satisfy those objectives. Shareholders may be unable to realize a substantial return on their investment, or any return whatsoever, and may lose their entire investment in the company. For this reason, each prospective investor should read this annual report and all of its exhibits carefully and consult with their attorney, business advisor and/or investment advisor.

Shareholders may be diluted significantly through our efforts to obtain financing, satisfy obligations, and/or complete acquisitions through the issuance of additional shares of our common stock or other securities.

Wherever possible, our Board will attempt to use non-cash consideration to satisfy our obligations. The non-cash consideration may consist of restricted shares of our common stock, convertible debt, or other securities. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate we may need to continue to rely on equity sales of our common stock in order to fund our near-term business operations. If we issue additional stock, investors’ percentage interests in us will be diluted. The result of this could reduce the value of current investors’ stock.

Additionally, moving forward, we may attempt to conduct acquisitions and/or mergers of other entities or assets using our common stock or other securities as payment for such transactions. Our Board has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares of common stock and preferred stock with various preferences and other rights. If such transactions occur, this may result in substantial dilution of the ownership interests of existing shareholders and dilute the book value of our common stock.

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Our sole officer and director has control over key decision making as a result of his control of a majority of our common stock.

Eugenio Gregorio, our sole officer and director, holds approximately 19.31% of our issued and outstanding shares of Common Stock, and accordingly, Mr. Gregorio will be able to control the policies of the Company and the Board of Directors. Accordingly, Mr. Gregorio will retain control of management policies, and of the Board of Directors for the foreseeable future. Additionally, in the event that Mr. Gregorio controls our company at the time of his death, control may be transferred to a person or entity that he designates as his successor. As a board member and officer, Mr. Gregorio owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Gregorio is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally.

In the event that the company’s shares are traded, they will most likely trade under $5.00 per share and thus will be a penny stock. Trading in penny stocks has many restrictions and these restrictions could severely affect the price and liquidity of the company’s shares.

In the event that our shares are traded, and our stock will most likely trade below $5.00 per share, and our stock will therefore be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Our common stock will probably be considered to be a “penny stock” and will subject to the additional regulations and risks of such a security. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile, and you may not be able to buy or sell the stock when you want to.

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The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights of our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.

Our Articles of Incorporation contains a specific provision that eliminates the liability of our directors and officers for monetary damages to our company and shareholders. Further, we are prepared to give such indemnification to our directors and officers to the extent provided for by Nevada law. We may also have contractual indemnification obligations under our employment agreements with our officers. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and shareholders.

Our business is subject to changing regulations related to corporate governance and public disclosure that have increased both our costs and the risk of noncompliance.

Because our common stock may become publicly traded, we are subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded. These entities, including the Public Company Accounting Oversight Board, the SEC and FINRA, have issued requirements and regulations and continue to develop additional regulations and requirements in response to corporate scandals and laws enacted by Congress, most notably the Sarbanes-Oxley Act of 2002. Our efforts to comply with these regulations have resulted in, and are likely to continue resulting in, increased general and administrative expenses and diversion of management time and attention from revenue-generating activities to compliance activities. Because new and modified laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices.

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We will incur increased costs and compliance risks as a public company.

Should we be successful in our application to become listed and traded, as a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company prior.

Our business will incur costs associated with our public company reporting requirements. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including certain requirements under the Sarbanes-Oxley Act of 2002, as well as new rules implemented by the SEC and FINRA. We expect these rules and regulations, in particular Section 404 of the Sarbanes-Oxley Act of 2002, to significantly increase our legal and financial compliance costs and to make some activities more time-consuming and costly. Like many smaller public companies, we face a significant impact from required compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 requires management of public companies to evaluate the effectiveness of internal control over financial reporting. The SEC has adopted rules implementing Section 404 for public companies as well as disclosure requirements. We are currently preparing for compliance with Section 404; however, there can be no assurance that we will be able to effectively meet all of the requirements of Section 404 as currently known to us in the currently mandated timeframe. Any failure to implement effectively new or improved internal controls, or to resolve difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet reporting obligations or result in management being required to give a qualified assessment of our internal controls over financial reporting. Any such result could cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.

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We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Because our common stock is not registered under the securities exchange act of 1934, as amended, we will not have reporting obligations under section 16 of the securities exchange act of 1934, as amended, in addition, our reporting obligations under section 15(d) of the securities exchange act of 1934, as amended, may be suspended automatically if we have fewer than 300 shareholders of record on the first day or our fiscal year. Further, we will not be subject to section 14 of the exchange act.

So long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directs, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors, executive officers, and beneficial holders will only be available through this (and any subsequent) registration statement, and periodic reports we file there under.

Our reporting obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations. Our common shares are not registered under the Securities Exchange Act of 1934, as amended, and we do not intend to register our common shares under the Exchange Act for the foreseeable future, provided that, we will register our common shares under the Exchange Act if we have, after the last day of our fiscal year, more than either (i) 2000 persons; or (ii) 500 shareholders of record who are not accredited investors, in accordance with Section 12(g) of the Exchange Act.

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Further, although, we will be required to file annual, quarterly, and current reports pursuant to Section 15(d) of the Exchange Act, as long as our common shares are not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the Securities and Exchange Commission a proxy statement and form of proxy complying with the proxy rules.

We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

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 cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any May 30.

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Our status as an “emerging growth company” under the JOBS Act of 2012 may make it more difficult to raise capital as and when we need it.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company”, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We are an “emerging growth company” with limited financial and personnel resources which could give rise to ineffective internal controls.

We have limited financial resources and only one employee / director who only provides services on a part-time basis and as such we have ineffective internal controls due to lack of independent directors and sufficient staff to provide proper segregation of duties.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As a “smaller reporting company”, we are not required to provide the information required by this Item.

ITEM 2. PROPERTIES

We do not currently own any real property. Our corporate office is located at Suite 3882 – 304 South Jones Boulevard, Las Vegas, NV 89107. We have a twenty-five year, fully paid, lease on 588 acres in Jackson County, Oregon, held by our 100% wholly-owned subsidiary, Xplosion (Oregon) Corporation.

ITEM 3. LEGAL PROCEEDINGS

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

The Company utilizes National Issuer Services Ltd. to act as our registrar and transfer agent for our common shares. As of January 28, 2021, we had approximately 59 stockholders of record of our common stock. As of such date 60,848,398 shares of our common stock were issued and outstanding.

As of April 9, 2020, we had approximately 60 stockholders of record of our common stock. As of such date 60,848,398 shares of our common stock were issued and outstanding

Dividend Policy

The payment of cash dividends by us is within the discretion of our board of directors and depends in part upon our earnings levels, capital requirements, financial condition, any restrictive loan covenants, and other factors our board considers relevant. ~~Since~~During ~~our~~the ~~inception~~Fiscal year 2019, wethe ~~have~~Company ~~not~~and ~~declared~~its orwholly-owned ~~paid~~subsidiary, ~~any~~Xplosion ~~dividends~~(Oregon) onCorporation, ~~our~~entered ~~common~~into ~~stock~~a ~~and~~sublease weagreement dowith ~~not~~Good ~~anticipate~~Life ~~paying~~Holdings Corporation wherein the buyer of the sublease will sublease 62.94 acres of Oregon’s leased land for the remainder of the lease term in return for consideration, equal to full payment of the sublease already previously paid by the Company to the landowner, such ~~dividends~~total payment in the ~~foreseeable~~amount ~~future~~of USD 1,621,720 (CAD 2,169,967). During Q1 2020, payment was made in full by the buyer to the Company, comprised of cash of $30,455 (CAD $40,000), and 21,299,670 shares of the buyer each share valued at CAD $0.10 per share. On January 31, 2020, the Company distributed all 21,299,670 shares of Good Life Holdings Corporation, valued at $1,621,720, received as part consideration of the sale of the sublease prorated to its shareholders by way of a dividend payment. As at the date of this filing the Company has no further intent or plans to pay any further such dividends. We intend to retain earnings, if any, to finance our operations and expansion.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

None

Securities Authorized for Issuance Under Equity Compensation Plans

We have no long-term incentive plans.

ITEM 6. SELECTED FINANCIAL DATA

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended October 31, ~~2019~~2020 and October 31, ~~2018~~2019 that appear elsewhere 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. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "“Risk Factors"” beginning on page 1629 of this annual report.

Critical Accounting Policies and Estimates

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Revenue Recognition

During Fiscal 2019 ~~and 2018~~, the Company acquired full ownership of all products under its Global Distribution Agreement directly from the technology holder and in turn re-sold the products through by wholesale through sub-distributors and also directly to end users via e-commerce. The Company 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

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.

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.

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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.

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.

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Plan of Operation

In order to effectively execute our near-term plan of operation we will need to raise additional capital. At present we have no specific commitments for such financing. To date, we have generated no material revenue from our operations, we are unable to predict with certainty how soon we will have our technologies ready for market, we continue to accumulate losses, and we do not have enough cash to satisfy our cash requirements for the next twelve months. We estimate our operating expenses and working capital requirements for the next twelve months to be as follows:

Anticipated Cash Requirements

We anticipate that we will incur the following expenses over the next twelve months:

Expense Item	Cost
General and administrative expenses	$	50,000
Professional fees	$	75,000

Acquisition of Bottling Plant Equipment and Services	$	150,000

Licensing	$	25,000

Marketing and Advertising	$	50,000

Re-payment towards Outstanding loan	$	150,000
Total:	$	500,000

At present, our cash requirements for the next 12 months (beginning November 1, ~~2019~~2020) outweigh the funds available to maintain or develop our business. Of the $500,000 that we require for the next 12 months, we had $32Nil in cash as of October 31, ~~2019~~2020 and a working capital deficiency of $~~324~~368,~~660~~536 as at October 31, ~~2019~~2020. In order to improve our liquidity, we plan pursue additional equity or debt financing from private investors. We do not currently have any definitive arrangements in place for the completion of any further private placement financings or additional debt or loan facilities and there is no assurance that we will be successful in completing any further such financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us. If we are unable to raise any capital whatsoever via equity placements, or loan agreements, it may make it impossible for us to execute on our business plans.

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Results of Operations

We will require funds to increase and diversify our business. We will continue to rely on funds raised through the sale of our common stock or other third-party debt facilities available to us. As of October 31, ~~2019~~2020, we were in need of equity or debt financing in order to expand operations and execute our business plans. We cannot assure that we will raise the required funds.

We had a net loss for the year ended October 31, ~~2019~~2020, of approximately $~~243~~11,000, as compared to a net loss for the year ended October 31, ~~2018~~2019, of approximately $1243,~~250,~~000. The decreased loss for the year ended October 31, ~~2019~~2020, is due to ~~the~~gain ~~default~~on ~~interest~~sale ~~expense~~of leasehold of $1157,~~045,878~~000 ~~related~~and togain ~~the~~on ~~loan~~settlement ~~from~~of ~~Best~~debt ~~Uni~~of ~~Peak Services incurred during the year ended October 31~~$42, ~~2018~~000.

Liquidity and Capital Resources

During the fiscal year ended October 31, ~~2019~~2020, we used cash of approximately $3744,000 for operating activities; there was noreceipt of approximately $30,000 for investing activities and financing activities provided cash of approximately $3713,000. During the year ended October 31, ~~2018~~2019, ~~operating activities provide cash of approximately $10,000 while financing activities~~ used cash of approximately $2537,000 and ~~investing~~financing activities provided approximately $1337,000.

We are presently generating no revenues, we still have ongoing losses, and we do not have enough cash to satisfy our cash requirements. In their report on our audited consolidated financial statements for the fiscal year ended October 31, ~~2019~~2020, as for the previous year, our independent registered accountants stated that conditions exist that raise substantial doubt as to our ability to continue as a going concern.

25We ~~Table~~had a working capital deficiency as at October 31, 2020, of ~~Contents~~approximately $369,000, as compared to working capital deficiency of approximately $325,000 at October 31, 2019. On October 31, 2020, we had an accumulated deficit of approximately $4,066,000 and total stockholders’ equity of approximately $1,426,000, as compared to an accumulated deficit of approximately $2,434,000 and total stockholders’ equity of approximately $3,058,000 at October 31, 2019.

WeBased ~~had~~on aour ~~working~~current ~~capital~~level ~~deficiency~~of asexpenditures, atwe ~~October~~estimate ~~31,~~that ~~2019,~~cash of approximately $~~181~~125,000, asper ~~compared~~quarter towill ~~working~~be ~~capital~~required ~~deficiency~~to offund ~~approximately~~operations ~~$222,000~~through at October 31, ~~2018~~2021. AtActual ~~October~~expenditures ~~31,~~will ~~2019,~~depend weboth ~~had~~on anthe ~~accumulated~~level ~~deficit~~ of ~~approximately~~expenditures ~~$2,434,000~~ and ~~total~~the ~~stockholders’~~availability ~~equity~~ of ~~approximately $3,058,000, as compared to an accumulated deficit of approximately $2,190,000 and total stockholders’ equity of approximately $2,256,000 at October 31, 2018~~funds.

Based on our current level of expenditures, we estimate that cash of approximately $250,000 per quarter will be required to fund operations through October 31, 2020. Actual expenditures will depend both on the level of expenditures and the availability of funds.

Future Financings

We intend to rely on the sales of our products and services, as well as on the sale of securities and loans from stockholders and others, to meet our cash requirements. We may seek to sell common or preferred stock in private placements. We have no commitments from anyone to purchase our common or preferred stock or to loan funds. We cannot assure that we will be able to raise additional funds or to do so at a cost that will be economically viable.

Off-balance Sheet Arrangements

We have no 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 stockholders.

Equity Compensation

We do not have any equity compensation plans or arrangements.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company”, we are not required to provide the information required by this Item.

2625 Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors ~~and~~andStockholders of Xplosion Incorporated

Stockholders of Xplosion Incorporated

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Xplosion Incorporated. (the Company) as of October 31, 2020 and 2019, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the ~~year~~years ended October 31, 2020 and 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the ~~consolidated~~ financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2020 and 2019, and the ~~result~~results of its operations and its cash flows for the ~~year~~years ~~ended~~end October 31, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has significant net losses, cash flow deficiencies, negative working capital and an accumulated deficit. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated 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~~audits. 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~~audits 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit~~audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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.

Haynie & Company

Salt Lake City, Utah

April 9, 2020

We have served as the company’s auditor since 2020

27 Table of Contents

Green & Company, CPAsv A PCAOB Registered Accounting Firmv

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Xplosion Incorporated

Opinion on the Financial Statements

We have audited the accompanying Consolidated Balance Sheet of Xplosion Incorporated (the Company) as of October 31, 2018, the related Consolidated Statements of Operations, Stockholders’ Deficit, and Cash Flows for the year ended October 31, 2018, and the related notes (collectively referred to as the “Consolidated Financial Statements”). In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Company as of October 31, 2018, and the results of its operations and its cash flows for the year ended October 31, 2018, in conformity with U.S. generally accepted accounting principles.

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 audits. 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 audits 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits 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 audits 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 audits provide a reasonable basis for our opinion.

~~Going~~/s/ ~~Concern~~Haynie & Company Haynie & CompanySalt Lake City, UT January 27, 2021 We have served as the Company’s auditor since 2020.

The accompanying Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying Consolidated Financial Statements, the Company has significant net losses, cash flow deficiencies, negative working capital and accumulated deficit. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are described in Note F-1~~. The Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~/s/~~XPLOSION ~~Green & Company, CPAs~~INCORPORATED

~~Green~~Consolidated &Balance ~~Company, CPAs~~Sheets

WeOctober ~~have~~31, ~~served~~2020 asand ~~the Company’s auditor since 2016.~~2019

Tampa, FL 33618

	2020			2019
Assets

Current assets:
Cash	$	-		$	32

Total current assets		-			32

Long-term lease, net		1,794,559			3,383,143

Total assets	$	1,794,559		$	3,383,175

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	26,084		$	26,965
Accrued expenses		185,130			111,315
Accrued remuneration		-			42,236
Loan payable - current portion		157,322			-
Total current liabilities		368,536			180,516

Long-term liabilities
Loan payable		-			144,176
Total liabilities		368,536			324,692

Stockholders’ 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 (2019 - 60,848,398)		60,849			60,849
Additional paid-in capital		5,431,227			5,431,227
Accumulated deficit		(4,066,053	)		(2,433,593	)
Total stockholders’ equity		1,426,023			3,058,483
Total liabilities and stockholders’ equity	$	1,794,559		$	3,383,175

March 25, 2019

13907 N Dale Mabry Hwy, Suite 102 Tampa, FL 33618 813.606.4388

28 Table of Contents

XPLOSION INCORPORATED
Consolidated Balance Sheets
October 31, 2019 and 2018
	2019			2018
Assets
Current assets:
Cash	$	32		$	200
Total current assets		32			200
Long-term lease, net		3,383,143			3,524,107
Total assets	$	3,383,175		$	3,524,307
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	26,965		$	21,375
Accrued expenses		111,315			51,183
Accrued compensation		42,236			42,236
Loan due within one year		-			107,636
Total current liabilities		180,516			222,430
Accrued interest		-			1,045,877
Loan		144,176			-
Total liabilities		324,692			1,268,307
Stockholders' 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
Accumulated Deficit		(2,433,593	)		(2,190,198	)
Total stockholders' (deficit) equity		3,058,483			2,256,000
Total liabilities and stockholders' equity	$	3,383,175		$	3,524,307

See accompanying notes to consolidated financial statements

29F-2 Table of Contents

XPLOSION INCORPORATED
Consolidated Statements of Operations
For the years ended October 31, 2019 and 2018
	2019			2018
Revenue:	$	-		$	139,517
Cost of revenue		-			125,855
Gross margin		-			13,662
Expenses:
Amortization		140,964			-
General and administrative		41,389			81,400
Marketing		30,000			88,783
Bad debts		-			12,412
		212,353			182,595
Loss from operations		(212,353	)		(168,933	)
Other income and expense:
Interest expense		(31,042	)		(1,083,620	)
Interest income		-			2,412
		(31,042	)		(1,081,208	)
Net Loss	$	(243,395	)	$	(1,250,141	)
Net loss per share	$	(0.00	)	$	(0.03	)
Weighted average number of shares outstanding		60,841,234			49,591,327

XPLOSION INCORPORATED

Consolidated Statements of Operations

For the years ended October 31, 2020 and 2019

(unaudited)

	2020			2019


Revenue:	$	-		$	-

Expenses:
Amortization		93,759			140,964
General and administrative		48,893			41,389
Marketing		-			30,000
		142,652			212,353

Loss from operations		(142,652	)		(212,353	)

Other income and (expense):
Interest expense		(67,674	)		(31,042	)
Gain on sale of leasehold		157,350			-
Gain on settlement of amount owing		42,236			-
		131,912			(31,042	)

Net Loss	$	(10,740	)	$	(243,395	)

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

Weighted average number of shares outstanding		60,848,398			60,841,234

See accompanying notes to consolidated financial statements

30F-3 Table of Contents

XPLOSION INCORPORATED
Consolidated Statements of Stockholders' Equity
For the years ended October 31, 2019, and 2018
	Common Stock				Additional Paid-in		Accrued			Total Stockholders'
	Number of Shares		Amount		Capital		Deficit			Equity
Balance October 31, 2017		49,487,600	$	49,488	$	830,522	$	(940,057	)	$	(60,047	)
Net Loss								(1,250,141	)		(1,250,141	)
Shares issued for cash		73,000		73		56,927					57,000
Shares issued for long-term lease		8,673,105		8,673		3,500,515					3,509,188
Balance October 31, 2018		58,233,705	$	58,234	$	4,387,964	$	(2,190,198	)	$	2,256,000
Net Loss								(243,395	)		(243,395	)
Shares issued for loan default		2,614,693		2,615		1,043,263					1,045,878
Balance October 31, 2019		60,848,398	$	60,849	$	5,431,227	$	(2,433,593	)	$	3,058,483

XPLOSION INCORPORATED

Consolidated Statements of Stockholders’ Equity

For the years ended October 31, 2020 and 2019

	Common Stock				Additional					Total
	Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Stockholders’ Equity

Balance October 31, 2018		58,233,705	$	58,234	$	4,387,964	$	(2,190,198	)	$	2,256,000

Net Loss								(243,395	)		(243,395	)
Shares issued for loan default		2,614,693		2,615		1,043,263					1,045,878

Balance October 31, 2019		60,848,398		60,849		5,431,227		(2,433,593	)		3,058,483

Net Loss								(10,740	)		(10,740	)
Dividends paid								(1,621,720	)		(1,621,720	)

Balance October 31, 2020		60,848,398	$	60,849	$	5,431,227	$	(4,066,053	)	$	1,426,023

See accompanying notes to consolidated financial statements

31F-4 Table of Contents

XPLOSION INCORPORATED
Consolidated Statements of Cash Flows
For the years ended October 31, 2019 and 2018
	2019			2018
Cash provided by (used in) operating activities:
Operating activities:
Net loss	$	(243,395	)	$	(1,250,141	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of long-term lease		140,964			-
Default interest on loan payable		-			1,045,877
Bad debts					12,412
Changes in assets and liabilities
Accounts receivable		-			3,595
Accounts payable and accrued expenses		65,723			58,644
Accrued interest receivable		-			(2,412	)
Inventory		-			117,709
Deposits and prepaid expenses		-			24,778
Net cash provided by (used in) operating activities		(36,708	)		10,462
Cash used in investing activities:
Loan receivable		-			(10,000	)
Acquisition costs - long term lease		-			(14,919	)
Net cash (used in) investing activities		-			(24,919	)
Cash provided by financing activities:
Proceeds from issuance of capital stock		-			57,000
(Repayment of ) proceeds from loan payable		36,540			(40,044	)
(Repayment) advance from shareholder,net		-			(3,861	)
Net cash provided by financing activities		36,540			13,095
Increase in cash during the period		(168	)		(1,362	)
Cash at beginning of the period		200			1,562
Cash at end of the period	$	32		$	200
Cash paid for:
Interest paid	$	-		$	50,282
Income taxes	$	-		$	-
Non-cash transactions:
Shares issued for long-term lease	$	-		$	3,509,188
Shares issued for settlement of accrued interest	$	1,045,878		$	-

See accompanying notes to financial statements.

32 Table of Contents

XPLOSION INCORPORATED

Consolidated Statements of Cash Flows

For the years ended October 31, 2020 and 2019

	2020			2019

Cash provided by (used in) operating activities:

Operating activities:
Net loss	$	(10,740	)	$	(243,395	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of long-term lease		93,759			140,964
Gain on sale of leasehold interest		(157,350	)		-
Gain on settlement of accrued remuneration		(42,236	)		-
Changes in assets and liabilities
Accounts payable and accrued expenses		72,934			65,723

Net cash (used) in operating activities		(43,633	)		(36,708	)

Cash provided by investing activities:
Proceeds from sale of leasehold interest		30,455			-

Net cash provided by investing activities		30,455			-

Cash provided by financing activities:
Proceeds from loan payable		13,146			36,540

Net cash provided by financing activities		13,146			36,540

(Decrease) in cash during the period		(32	)		(168	)
Cash at beginning of the period		32			200

Cash at end of the period	$	-		$	32

Supplementary Information:

Cash paid for:
Interest paid	$	-		$	-
Income taxes	$	-		$	-

Non-cash transactions:
Shares issued for settlement of accrued interest	$	-		$	1,045,878
Shares of Good Life Holdings Corporation received for sale of leasehold interest	$	1,621,720		$	-
Shares of Good Life Holdings Corporation distributed to shareholders	$	1,621,720		$	-

See accompanying notes to consolidated financial statements.

F-5

Table of Contents

XPLOSION INCORPORATED

NOTES TO FINANCIAL STATEMENTS

October 31, ~~2019~~2020

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. During the year ended October 31, 2019, the Company continued evolving the business of marketing and distribution of innovative lifestyle and enhancement products that can be created via the land that the Company has acquired and whereby it holds the 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.

During the year ended October 31, 2019, the Company continued evolving the business of marketing and distribution of innovative lifestyle and enhancement products that can be created via the land that the Company has acquired and whereby it holds the 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.

Going Concern

The Company’s 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 October 31, ~~2019~~2020 and ~~2018~~2019, the Company had $32nil and $~~200~~32 in cash, respectively, and negative working capital of $~~180~~368,~~484~~536 as at October 31, ~~2019~~2020 and $~~222~~180,~~230~~484 as at October 31, ~~2018~~2019. For the years ended October 31, ~~2019~~2020 and ~~2018~~2019 the Company had net losses of $~~243~~10,~~395~~740 and $1243,~~250~~395,~~141,~~ 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. The 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.

The outbreak of the novel strain of coronavirus, specifically identified as “COVID- 19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operations in future periods.

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.

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.

33F-6 Table of Contents

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.

Advertising Expenses

Advertising costs are expensed as incurred. During the year ended October 31, ~~2019~~2020 and ~~2018~~2019 the Company incurred no advertising costs.

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~~carry-forwards, 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.

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 $~~141~~78,000 per year.

34F-7 Table of Contents

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 years ended October 31, ~~2019~~2020 and ~~2018~~2019, respectively, 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 ~~year~~years ended October 31, 2020 and 2019, there are no potentially dilutive securities outstanding. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations.

Use of Estimates

Financial Instruments

The Company has the following financial instruments: cash, accounts payable, 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

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 11input ~~input~~ within the GAAP hierarchy).

35F-8 Table of Contents

Emerging Growth

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.

Recent Accounting Pronouncements

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 effective November 1, 2019 and it ~~will~~had ~~have~~ no ~~material~~ impact on its consolidated financial statements.

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.~~

The Company has adopted this standard effective November 1, 2020 and it will have no 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.

~~During~~On ~~the~~January ~~year ended October 31~~29, ~~2019~~2020, the Company ~~entered~~sold ~~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 ~~an agreed value of USD 1~~$30,~~652,175~~455 ~~to comprise of cash of~~ (CAD 40,000) and 21,299,670 shares, valued at $1,621,720 (CAD 2,129,967), of Good Life Holdings Corporation, a British Columbia corporation. ~~with~~This anresulted ~~agreed~~in ~~value~~the ofCompany ~~CAD~~recording ~~2,129,967.~~a ~~This~~gain ~~sub-lease~~on ~~closed~~sale onof ~~January~~the ~~29,~~leasehold ~~2020~~interest of $157,350.

On January 31, 2020, the shares of Good Life Holdings Corporation, valued at $1,621,720, were distributed to the shareholders of the Company as a non-cash dividend.

F-9

Table of Contents

Note 3. Revolving Loan Facility

On November 1, 2016 the Company entered into an agreement, and amended May 18, 2018 and October 25, 2019, for a revolving loan facility of up to $250,000. The loan, ~~originally~~ due on or before October 31, ~~2018 and extended to October 31~~2021, ~~2019,~~ is unsecured and with interest of 23.75% 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 the original maturity date of October 31, 2018, 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. Fair value of shares issued was consistent with the value assigned to the most recent share issuance.

36The ~~Table~~balance outstanding as at October 31, 2020 was $157,322 with an available credit line of ~~Contents~~$92,678.

On October 25, 2019 the loan was amended and extended to October 31, 2021. Monthly interest has been increased to 3.75%.

The balance outstanding as at October 31, 2019 was $144,176 with an available credit line of $105,824.

Note 4. Related Party Transactions

~~During~~The ~~the~~balance ~~years~~of ~~ended~~accrued ~~October~~remuneration ~~31, 2019 and 2018, respectively, the Company received advances from the Company’s former sole officer and director~~ in the amount of $~~nil~~42,236 ~~and~~due ~~$5,072~~to ~~and~~its ~~repaid~~former ~~$nil~~officer and ~~$8,933. There~~director iswas noforgiven ~~balance~~during ~~owing~~the asyear atended October 31, ~~2019.~~ 2020

During the years ended October 31, 2019 and 2018, respectively, the Company accrued fees of $nil and $48,000 and paid $nil and $5,765 to its former officer and director. The balance outstanding as at October 31, 2019 of $42,236 is included in accrued compensation.

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 October 31, ~~2019~~2020.

Common Stock

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

~~During~~No shares of the Company were issued during the year ended October 31, ~~2019 the Company issued on:~~2020.

·During the year ended October 31, 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.

During the year ended October 31, 2018 the Company issued on:

	·	January 25, 2018, 73,000 shares of common stock for proceeds of $57,000
	·	October 29, 2018, 8,673,105 shares of common stock for prepaid lease with a fair value of $3,509,188

Note 6. Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has had net operating losses of $1,~~934~~839,~~891~~804 since inception on October 6, 2015. The Company computes tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. The net operating losses can be carried forward indefinitely.

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The components of the net deferred tax assets as at October 31, ~~2019~~2020 and ~~2018~~2019 and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below:

	2019			2018
	2020			2019
Net Operating Losses	$	1,~~934~~839,~~891~~804		$	1,~~832~~934,~~460~~891
Statutory Tax Rate		21	%		21	%
Effective Tax Rate		-			-
Deferred Tax Asset - NOL	$	~~406~~364,~~327~~848		$	~~384~~406,~~817~~327
Deferred Tax Asset – Impairment loss and bad debts		66,500			66,500
Total Deferred Tax Asset		~~472~~431,~~827~~348			~~451~~472,~~317~~827
Valuation Allowance		(~~472~~431,~~827~~348	)		(~~451~~472,~~317~~827	)
Net Deferred Tax Asset	$	-		$	-

The tax years ended October 31, ~~2018~~2019 and ~~2019~~2020 are open for audit by both federal and state taxing authorities.

Income tax benefit resulting from applying statutory rates in jurisdictions in which we are taxed differs from the income tax provision

	2019			2018
	2020			2019
Benefit at federal and statutory rate		(21	)%)		(21	)%)
Change in valuation allowance		21	%		21	%
Effective tax rate		0	%		0	%

Note 8. Subsequent Events

OnManagement ~~January~~has ~~29,~~evaluated ~~2020~~subsequent ~~closed~~events onup to the ~~sale~~date of ~~a leasehold interest receiving cash of $30,304 (CAD 40,000) and 21,299,670 shares of Good Life Holdings Corporation, valued at $1,613,684 (CAD 2,129,967)~~filing. OnThere ~~January~~are ~~31,~~no ~~2020~~subsequent ~~the~~events ~~Company declared and paid a dividend~~ to ~~its shareholders of $1,613,684, comprising the 21,299,670 shares of Good Life Holdings Corporation~~report.

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

~~On February 3, 2020 we changed auditors from Green & Company, CPAs to Haynie & Company. There were no disagreements with the former auditors.~~None

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure 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 Exchange Act, such as this Annual 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 the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive and financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of October 31, ~~2019~~2020, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of October 31, ~~2019~~2020, our disclosure controls and procedures were not effective.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Our internal control over financial reporting is a process designed under the supervision of our Certifying Officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Management, under the supervision and with the participation of our Certifying Officers, evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control--Integrated Framework.

Based on our evaluation and the material weaknesses described below, management concluded that we did not maintain effective internal control over financial reporting as of October 31, ~~2019~~2020. This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Because we are a smaller reporting company, management’s report was not subject to attestation by our registered public accounting firm.

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Material Weaknesses Identified

In connection with the preparation of our financial statements for the year ended October 31, ~~2019~~2020, certain significant deficiencies in internal control became evident to management that, in the aggregate, represent material weaknesses, including:

(i) Lack of sufficient independent directors to form an audit committee. Currently our President is the sole member of our board, we require three independent directors, one with the required financial expertise, in order to form an audit committee. Although there is no requirement that we have an audit committee, we intend to have a majority of independent directors as soon as we are reasonably able to do so. (ii) Insufficient corporate governance policies. We do not have a code of ethics that provides broad guidelines for corporate governance, our corporate governance activities and processes are not always formally documented. Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management. (iii) Lack of segregation of accounting duties. We currently do not have sufficient number of employees to segregate our accounting and recording functions.

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(ii) Insufficient corporate governance policies. We do not have a code of ethics that provides broad guidelines for corporate governance, our corporate governance activities and processes are not always formally documented. Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management.

(iii) Lack of segregation of accounting duties. We currently do not have sufficient number of employees to segregate our accounting and recording functions.

Plan for Remediation of Material Weaknesses

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies. We intend to consider the results of our remediation efforts and related testing as part of our year-end 2020 assessment of the effectiveness of our internal control over financial reporting.

We have implemented certain remediation measures and are in the process of designing and implementing additional remediation measures for the material weaknesses described in this Annual Report on Form 10-K. Such remediation activities include recruiting one or more independent board members to join our board of directors in due course. Such recruitment will include at least one person who qualifies as an audit committee financial expert to join as an independent board member and as an audit committee member.

In addition to the foregoing remediation efforts, we will continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during the quarter ended October 31, ~~2019~~2020, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Name		Age		Position Held with our Company		Date First Elected or Appointed
Eugenio Gregorio		5758		President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director		May 1, 2018

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Eugenio Gregorio - President, Chief Executive and Financial Officer and Director

On May 1, 2018, the Board of Directors appointed Eugenio Gregorio as our Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer as well as our Sole Director. Mr. Gregorio has worked in the communications and public relations fields since 1987. During the period of 2014 – 2018, Mr. Gregorio held the position of CEO of Madison Ventures Inc., where he handled and oversaw business development and corporate fiduciary and public reporting obligations. Since 2013, Mr. Gregorio has held the position of Gaming Industry Advisor at Vegas Universal Solutions, where he handles corporate affairs, government and regulatory agency relations and business development. From 2009 until 2013, he was a Corporate Affairs Officer at Eway54 Corp., where he handles business development and marketing and government and regulatory agency relations. From 2010 until 2012, Mr. Gregorio was an independent Business Development and Public Relations Counselor, during which time he, among other things, provided business development and government relations services to a holding company for its plans to enter land based and online casino industries., public relations for a real estate developer. From 2009 to 2010, Mr. Gregorio was Spokesman and Public Relations Manager for SmartmaticTIM, where he served as spokesman and handles public affairs and government relations for the company that won the Commission on Elections bid to fully automate the Philippines’ 2010 election. Mr. Gregorio’s was appointed as our director due to his extensive experience and overall business background.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1. been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 2. had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; 3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; 4. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. been 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 (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, 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 any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. been 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.

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been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been 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 (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, 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 any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

been 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.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act, as amended, require our officers and directors, and persons that own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies. Based solely on our review of the copies of the Section 16(a) forms received by us, or written representations from certain reporting persons, we believe that, during the last fiscal year, none of our officers, directors, and greater than 10% beneficial owners complied with applicable Section 16(a) filing requirements.

Audit Committee Information

Our board of directors does not have a separate audit committee. The entire board acts as the audit committee. We do not have a financial expert, as that term is defined in Item 407(d)(5) of Regulation S-K, on our board. We plan to seek qualified outside directors so that a majority of the board will be outside directors once we have raised funds to execute our business plan. Once in place, the audit committee and a compensation committee will each be chaired by an independent director.

Code of Ethics

We have not adopted a code of ethics that applies to our officers, directors and employees. When we do adopt a code of ethics, we will disclose it in a Current Report on Form 8-K.

Nominating Committee

Our board of directors does not have a separate nominating committee. The entire board acts as the nominating committee.

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ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth, for each of our last three completed fiscal years, the dollar value of all cash and noncash compensation earned by any person who was our principal executive officer during the preceding fiscal year and each of our three most highly compensated executive officers earning more than $100,000 during the fiscal years ended October 31, ~~2019~~2020, ~~2018~~2019 and ~~2017~~2018 and up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended October 31, ~~2018~~2020, 2019 and ~~2017~~2018, (together, the “Named Executive Officers”):

Name and Principal Position	Year Ended Oct. 31	Salary ($)		Bonus ($)		Stock Award(s) ($)		Option Awards ($)		Non- Equity Incentive Plan Compen- sation		Change in Pension Value and Non- Qualified Deferred Compen- sation Earnings ($)		All Other Compen- sation ($)		Total ($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Nicholas Galan	~~2019~~2020		--		--		--		--		--		--		--		--
President, Chief	2018		--		--		--		--		--		--		48,000		48,000
Former President & Chief	2019		--		--		--		--		--		--		-		-
Executive Officer, Chief	2017		--		--		--		--		--		--		5,065		5,065
Executive Officer & Chief	2018		--		--		--		--		--		--		48,000		48,000
Financial Officer, Treasurer and Director
Financial Officer & Treasurer and Director
Eugenio Gregorio	~~2019~~2020		--		--		--		--		--		--		--2,000		--
President, Chief Executive Officer, Chief	2018		--		--		--		--		--		--		--		--
Current President & Chief Executive Officer & Chief	2019		--		--		--		--		--		--		--		--
Financial Officer, Treasurer and Director	2017		--		--		--		--		--		--		--		--
Financial Officer & Treasurer and Director	2018		--		--		--		--		--		--		--		--

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There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

Outstanding Equity Awards at ~~2019~~2020 Year-End

None of our Named Executive Officers has any outstanding equity awards as of October 31, ~~2019~~2020.

Director Compensation

The members of the board of directors are not compensated by our company for acting as such. Directors are reimbursed for reasonable out-of-pocket expenses incurred. There are no arrangements pursuant to which directors are or will be compensated in the future for any services provided as a director.

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

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Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

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

The following table sets forth certain information, as of ~~April~~January 928, ~~2020~~2021, with respect to the beneficial ownership of our outstanding common stock by: (i) any holder of more than 5%; (ii) each of the Named Executive Officers, directors, and director nominees; and (iii) our directors, director nominees, and Named Executive Officers as a group, based on 60,848,398 shares of common stock outstanding as of ~~April~~January 928, ~~2020~~2021. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned:

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percent of Class ⁽¹⁾

Principal Stockholders:
EUGENIO GREGORIO 1208 TAMARIND ROAD, DASMARINAS VILLAGE, METRO MANILA MAKATI CITY 1222 PHILIPPINES	Common Stock		11,750,000		19.31	%
DONAL F. LOGUE FAMILY TRUST 200 PARK AVENUE S. 8^TH FLOOR NEW YORK CITY, NEW YORK 10003 USA	Common Stock		8,673,105		14.25	%

Named Executive Officers and Directors:
EUGENIO GREGORIO 1208 TAMARIND ROAD, DASMARINAS VILLAGE, METRO MANILA MAKATI CITY 1222 PHILIPPINES	Common Stock		11,750,000		19.31	%
All Executive Officers and Directors as a Group: (1 Director)	Common Stock		11,750,000		19.31	%

_________

(1) Based on 60,848,398 shares of common stock issued and outstanding as of ~~April~~January 928, ~~2020~~2021. Except as otherwise indicated, we believe that the beneficial owners of the common shares listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

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Equity Compensation Plan

We do not currently have a stock option plan in favor of any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or director during the last fiscal year; accordingly, no stock options have been granted or exercised by any of the officers or directors during our last fiscal year

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended October 31, ~~2019~~2020, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

Director Independence

We currently act with one director, consisting of Eugenio Gregorio. We have determined that none of our directors is an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors’ acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Advances due to Stockholders

During the year ended October 31, 2018 the Company accrued fees of $48,000 and paid $5,765 to its former officer and director. ~~The~~During ~~balance~~the ~~outstanding~~year asended at October 31, ~~2019~~2020, this previously accrued amount of $42,~~236~~000 iswas ~~included~~entirely inforgiven ~~accrued~~by ~~remuneration~~the prior CEO. The balance outstanding as at October 31, 2020 is $Nil.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth fees billed or accrued by our independent registered accountants during the fiscal years ended October 31, ~~2019~~2020 and ~~2018~~2019:

	October 31, 2019		October 31, 2018
	October 31, 2020		October 31, 2019
Audit Fees	$	2721,~~000~~250	$	1527,~~500~~000
Audit Related Fees		--		--
Tax Fees		--		--
All Other Fees		--		--
Total Fees	$	2721,~~000~~250	$	1527,~~500~~000

Audit fees consist of fees billed for professional services rendered for the audit of our consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by an independent registered accountant in connection with statutory and regulatory filings or engagements.

Audit-related fees consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements, which are not reported under “Audit Fees.”

Tax fees consist of fees billed for professional services for tax compliance, tax advice, and tax planning.

All other fees consist of fees for products and services other than the services reported above. There were no management consulting services provided in ~~fiscal~~Fiscal ~~2019~~2020.

Preapproval Policies and Procedures

Before the independent registered accountants are engaged to render audit services or non-audit activities, the engagement is approved by our board of directors acting as the audit committee.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	Financial Statements

	(1)	Financial statements for our company are listed in the index under Item 8 of this document

	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)	Exhibits

Exhibit Number		Description

3.1		Articles of Incorporation and Bylaws (1)
4.1		Instrument Defining the Right of Holders – Form of Share Certificate (1)
(31)		Rule 13a-14(a) / 15d-14(a) Certifications
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101**		Interactive Data Files
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 Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

______________

*	Filed herewith.

**	Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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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.

	XPLOSION INCORPORATED
Dated: April 9, 2020	By:	/s/ EUGENIO GREGORIO /s/
Dated: January 28, 2021	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)

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.

Dated: ~~April~~January 928, ~~2020~~2021 /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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