UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended January 31, 2021
	For the quarterly period ended April 30, 2021
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ___________ to ___________
Commission File Number 333-185909

Xplosion Incorporated

(Exact name of registrant as specified in its charter)

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

Suite 3882 – 304 S. Jones Blvd
Las Vegas, NV		89107
(Address of principal executive offices)		(Zip Code)

1-702-583-3283

(Registrant’s telephone number)

n/a

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of ~~March~~June 1211, 2021, the issuer had one class of common stock, with a par value of $0.001, of which 60,848,398 shares were issued and outstanding.

TABLE OF CONTENTS

		~~Page~~	Page
PART I—FINANCIAL INFORMATION
Item 1:	Financial Statements:	3	3
	Unaudited Condensed Consolidated Balance Sheets as of January 31, 2021, and October 31, 2020	3
	Unaudited Condensed Consolidated Balance Sheets as of April 30, 2021, and October 31, 2020		3
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended January 31, 2021 and 2020	4
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended April 30, 2021 and 2020		4
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended January 31, 2021 and 2020	5
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Six Months Ended April 30, 2021 and 2020		5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2021 and 2020	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended April 30, 2021 and 2020		6
	Notes to Financial Statements (Unaudited)	7	7
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12	13
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	15	16
Item 4:	Controls and Procedures	15	16
PART II—OTHER INFORMATION
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	16	17
Item 5:	Other Events	16	17
Item 6:	Exhibits	16	18
	Signatures	17	19

2 ~~Table of Contents~~

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

XPLOSION INCORPORATED
Condensed Consolidated Balance Sheets
January 31, 2021 and October 31, 2020
(unaudited)
	January 31			October 31
	2021			2020
Assets
Current assets:
Cash	$	8,961		$	-
Total current assets		8,961			-
Long-term lease, net		1,775,052			1,794,559
Total assets	$	1,784,013		$	1,794,559
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	23,167		$	26,084
Accrued expenses		202,860			185,130
Accrued remuneration		-			-
Loan payable - current portion		158,166			157,322
Total current liabilities		384,193			368,536
Loan		-			-
Total liabilities		384,193			368,536
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		(4,092,256	)		(4,066,053	)
Total stockholders' equity		1,399,820			1,426,023
Total liabilities and stockholders' equity	$	1,784,013		$	1,794,559

XPLOSION INCORPORATED

Condensed Consolidated Balance Sheets

April 30, 2021 and October 31, 2020

(unaudited)

See accompanying notes to condensed consolidated financial statements

	April 30			October 31
	2021			2020
Assets

Current assets:
Cash	$	8,658		$	-

Total current assets		8,658			-

Long-term lease, net		1,755,546			1,794,559

Total assets	$	1,764,204		$	1,794,559

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable	$	26,965		$	26,084
Accrued expenses		221,205			185,130
Loan payable - current portion		166,111			157,322
Total current liabilities		414,281			368,536

Loan		-			-
Total liabilities		414,281			368,536

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 (2020 - 60,848,398)		60,849			60,849
Additional paid-in capital		5,431,227			5,431,227
Accumulated deficit		(4,142,153	)		(4,066,053	)
Total stockholders' equity		1,349,923			1,426,023
Total liabilities and stockholders' equity	$	1,764,204		$	1,794,559

3See ~~Table~~accompanying ofnotes ~~Contents~~to condensed consolidated financial statements

XPLOSION INCORPORATED
Condensed Consolidated Statements of Operations
For the three months ended January 31, 2021 and 2020
(unaudited)
	2021			2020
Revenue	$	-		$	-
Cost of Revenue		-			-
Gross Profit (Loss)		-			-
Expenses
Amortization		19,506			35,241
General and administrative		13,903			227
Total operating expenses		33,409			35,468
Loss from operations		(33,409	)		(35,468	)
Other income and (expense)
Interest expense		(17,730	)		(16,252	)
Other income		24,936			-
Gain on sale of leasehold interest		-			157,350
		7,206			141,098
Net Income (Loss)	$	(26,203	)	$	105,630
Net income (loss) per share	$	(0.000	)	$	0.002
Weighted average number of shares outstanding		60,848,398			60,848,398

Table of Contents

~~See~~XPLOSION ~~accompanying~~INCORPORATED ~~notes~~Consolidated toStatements ~~condensed~~of ~~consolidated~~Operations ~~financial~~For ~~statements~~the three and six months ended April 30, 2021 and 2020 (unaudited)

4 Table of Contents

	Three months ended April 30						Six months ended April 30
	2021			2020			2021			2020

Revenue	$	-		$	-		$	-		$	-

Cost of Revenue		-			-			-			-

Gross Profit		-			-			-			-

Expenses
Amortization		19,506			19,506			39,012			54,747
General and administrative		12,046			28,876			25,949			29,103
Total operating expenses		31,552			48,382			64,961			83,850

Loss from operations		(31,552	)		(48,382	)		(64,961	)		(83,850	)

Other income and (expense)
Interest expense		(18,345	)		(16,556	)		(36,075	)		(32,808	)
Other income		-			-			24,936			-
Gain on sale of leasehold		-			-			-			157,350
		(18,345	)		(16,556	)		(11,139	)		124,542

Net Income (Loss)	$	(49,897	)	$	(64,938	)	$	(76,100	)	$	40,692

Net loss per share	$	(0.001	)	$	(0.001	)	$	(0.001	)	$	0.001

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

XPLOSION INCORPORATED
Condensed Consolidated Statements of Stockholders' Equity
For the three months ended January 31, 2021 and 2020
(unaudited)
	Common Stock				Additional Paid-in		Accumulated			Total Stockholders'
	Number of Shares		Amount		Capital		Deficit			Equity
Balance October 31, 2019		60,848,398	$	58,234	$	4,387,964	$	(2,433,593	)	$	3,058,483
Net Income								105,630			105,630
Dividends paid								(1,621,720	)		(1,621,720	)
Balance January 31, 2020		60,848,398	$	58,234	$	4,387,964	$	(3,949,683	)	$	1,542,393
Balance October 31, 2020		60,848,398	$	60,849	$	5,431,227	$	(4,066,053	)	$	1,426,023
Net Income								(26,203	)		(26,203	)
Balance January 31, 2021		60,848,398	$	60,849	$	5,431,227	$	(4,092,256	)	$	1,399,820

See accompanying notes to consolidated financial statements

~~See~~4 ~~accompanying~~Table ~~notes~~of ~~to condensed consolidated financial statements~~Contents

5XPLOSION ~~Table~~INCORPORATED Condensed Consolidated Statements of ~~Contents~~Stockholders' Equity For the six months ended April 30, 2021 and 2020 (unaudited)

XPLOSION INCORPORATED
	Common Stock						Additional					Total
Condensed Consolidated Statements of Cash Flows
	Number of Shares			Amount			Paid-in Capital		Accumulated Deficit			Stockholders' Equity
For the three months ended January 31, 2021 and 2020
Balance October 31, 2019		60,848,398		$	58,234		$	4,387,964	$	(2,433,593	)	$	3,058,483
(unaudited)
Net Income										105,630			105,630
	2021			2020
Dividends paid										(1,621,720	)		(1,621,720	)
Cash provided by (used in) operating activities:
Balance January 31, 2020		60,848,398			58,234			4,387,964		(3,949,683	)		1,542,393
Operating activities:
Net Loss										(64,938	)		(64,938	)
Net income (loss) for the period	$	(26,203	)	$	105,630
Balance April 30, 2020		60,848,398		$	58,234		$	4,387,964	$	(4,014,621	)	$	1,477,455
Adjustments to reconcile net loss to
Balance October 31, 2020		60,848,398		$	60,849		$	5,431,227	$	(4,066,053	)	$	1,426,023
net cash used in operating activities:
Net Loss										(26,203	)		(26,203	)
Amortization of long-term lease		19,506			35,241
Balance January 31, 2021		60,848,398			60,849			5,431,227		(4,092,256	)		1,399,820
Gain on sale of leasehold interest		-			(157,350	)
Net Loss										(49,897	)		(49,897	)
Changes in assets and liabilities
Balance April 30, 2021		60,848,398		$	60,849		$	5,431,227	$	(4,142,153	)	$	1,349,923
Accounts payable and accrued expenses		14,814			6,759
Net cash from (used in) operating activities		8,117			(9,720	)
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		844			860
Net cash provided by financing activities		844			860
Increase (decrease) in cash during the period		8,961			21,595
Cash at beginning of the period		-			32
Cash at end of the period	$	8,961		$	21,627
Supplementary Information:
Cash paid for:
Interest paid	$	-		$	-
Income taxes	$	-		$	-
Non-cash transactions:
Shares of Good Life Holdings Corporation
received for sale of leasehold interest	$	-		$	1,621,720
Shares of Good Life Holdings Corporation
dividended to shareholders	$	-		$	1,621,720

See accompanying notes to condensed consolidated financial statements.

65 Table of Contents

XPLOSION INCORPORATED Condensed Consolidated Statements of Cash Flows For the six months ended April 30, 2021 and 2020 (unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	2021			2020

Cash provided by (used in) operating activities:

Operating activities:
Net income (loss) for the period	$	(76,100	)	$	40,692

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of long-term lease		39,012			54,747
Gain on sale of leasehold interest		-			(157,350	)

Changes in assets and liabilities
Accounts payable and accrued expenses		36,956			24,389

Net cash from (used in) operating activities		(132	)		(37,522	)

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		8,790			7,047

Net cash provided by financing activities		8,790			7,047

Increase (decrease) in cash during the period		8,658			(20	)
Cash at beginning of the period		-			32

Cash at end of the period	$	8,658		$	12

Supplementary Information:

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

Non-cash transactions:
Shares of Good Life Holdings Corporation received for sale of leasehold interest	$	-		$	1,621,720
Shares of Good Life Holdings Corporation dividended to shareholders	$	-		$	1,621,720

~~January~~See ~~31,~~accompanying ~~2021~~notes to condensed consolidated financial statements.

~~Note~~6 1.Table ~~Description~~ of ~~Business and Summary of Significant Accounting Policies~~Contents

~~Organization~~XPLOSION INCORPORATED

~~Xplosion~~NOTES ~~Incorporated~~TO ~~(the~~CONDENSED ~~“Company”)~~CONSOLIDATED ~~was~~FINANCIAL ~~incorporated under the laws of the State of Nevada on October 6, 2015.~~STATEMENTS

~~During~~April ~~the year ended October 31~~30, 2020, 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. 2021

~~Interim~~Note ~~Period~~1. ~~Financial~~Description ~~Statements~~of Business and Summary of Significant Accounting Policies

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the Securities and Exchange Commission’s instructions. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The results of operations reflect interim adjustments, all of which are of a normal recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for such interim period. The results reported in these interim financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and note disclosure normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited interim condensed financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended October 31, 2020, filed January 28, 2021.Organization

~~Going~~Xplosion ~~Concern~~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.

~~The~~Interim ~~Company’s~~Period ~~condensed~~Financial consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At January 31, 2021 and October 31, 2020, the Company had $8,961 and $nil in cash, respectively, and negative working capital of $375,232 as at January 31, 2021 and $368,536 as at October 31, 2020. For the three months ended January 31, 2021 the Company had a net loss of $26,203 and for the three months ended January 31, 2020 net income of $105,630, after taking into account the non-cash gain on sale of a leasehold interest in the amount of $157,350. 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 condensed 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 condensed 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. Statements

7The ~~Table~~accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the Securities and Exchange Commission’s instructions. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The results of ~~Contents~~operations reflect interim adjustments, all of which are of a normal recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for such interim period. The results reported in these interim financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and note disclosure normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited interim condensed financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended October 31, 2020, filed January 28, 2021.

~~The~~Going 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.Concern

~~Principles~~The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States applicable to a going concern which contemplates the realization of ~~Consolidation~~assets and liquidation of liabilities in the normal course of business. At April 30, 2021 and October 31, 2020, the Company had $8,658 and $nil in cash, respectively, and negative working capital of $405,623 as at April 30, 2021 and $368,536 as at October 31, 2020. For the six months ended April 30, 2021 the Company had a net loss of $76,100 and for the six months ended April 30, 2020 net income of $40,692, after taking into account the non-cash gain on sale of a leasehold interest in the amount of $157,350. 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 condensed 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 condensed 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 ~~condensed~~outbreak ~~consolidated~~of ~~financial~~the ~~statements~~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 ~~accounts~~implementation of ~~Xplosion~~travel ~~Incorporated~~bans, self-imposed quarantine periods and ~~its~~social ~~wholly~~distancing, ~~owned~~have ~~subsidiary~~caused ~~Xplosion~~material ~~(Oregon)~~disruption ~~Corporation~~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.

~~All~~7 ~~significant~~Table ~~intercompany~~of ~~balances and transactions have been eliminated.~~Contents

~~Cash~~Principles of Consolidation

~~Cash~~The ~~equivalents~~condensed ~~with~~consolidated ~~maturity~~financial ~~dates~~statements ~~less~~include ~~than 90 days from~~ the ~~date~~accounts of ~~origination~~Xplosion ~~are~~Incorporated ~~considered~~and toits bewholly ~~cash~~owned ~~equivalents~~subsidiary ~~for~~Xplosion ~~all~~(Oregon) ~~financial reporting purposes~~Corporation. ~~The Company currently has no cash equivalents.~~

~~Fair~~All ~~Value~~significant ~~Measurements~~intercompany balances and transactions have been eliminated.

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: Cash

~~Level~~Cash 1equivalents –with ~~Quoted~~maturity ~~prices~~dates inless ~~active~~than ~~markets~~90 days from the date of origination are considered to be cash equivalents for ~~identical~~all ~~assets~~financial orreporting ~~liabilities~~purposes. The Company currently has no cash equivalents.

~~Level~~Fair 2Value – 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.Measurements

~~Level~~Fair 3value –is ~~Unobservable~~defined ~~inputs~~as ~~are~~the ~~supported~~exchange byprice ~~little~~that orwill nobe ~~market~~received ~~activity~~for ~~and~~an ~~are~~asset ~~significant~~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 ~~assets~~use orof ~~liabilities~~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:

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

~~Advertising~~Level ~~costs~~2 – Inputs other than Level 1 that are ~~expensed~~observable, either directly or indirectly, such as ~~incurred.~~quoted ~~During~~prices ~~the~~for ~~three~~similar ~~months~~assets ~~ended~~or ~~January~~liabilities; ~~31,~~quoted ~~2021~~prices ~~and~~in ~~2020~~markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the ~~Company~~full ~~incurred~~term noof ~~advertising~~the ~~costs~~assets or liabilities.

8Level ~~Table~~3 – Unobservable inputs are supported by little or no market activity and are significant to the fair value of ~~Contents~~the assets or liabilities.

~~Income~~Advertising ~~Taxes~~Expenses

~~Deferred~~Advertising ~~income~~costs ~~tax assets and liabilities~~ are ~~determined~~expensed ~~based~~as onincurred. ~~temporary~~During ~~differences~~the ~~between~~six ~~financial~~months ~~reporting~~ended ~~and~~April ~~tax bases of assets and liabilities~~30, ~~operating~~2021 ~~loss,~~ and ~~tax~~2020 ~~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~~incurred ano ~~valuation~~advertising ~~allowance to reduce deferred income tax assets to amounts that are more likely than not to be realized~~costs. 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~~Income 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.Taxes

~~Because~~Deferred income tax ~~laws~~assets and liabilities are ~~complex~~determined based on temporary differences between financial reporting and ~~subject~~tax tobases ~~different~~of ~~interpretations,~~assets ~~significant~~and ~~judgment~~liabilities, isoperating ~~required.~~loss, Asand atax ~~result~~credit carryforwards, and are measured using the ~~Company~~enacted ~~makes~~income ~~certain~~tax ~~estimates~~rates and ~~assumptions~~laws that will be in: ~~(1)~~effect ~~calculating~~when ~~its~~the ~~income~~differences ~~tax~~are ~~expense,~~expected to be recovered or settled. Realization of certain deferred income tax assets, ~~and~~is ~~deferred~~dependent ~~tax~~upon ~~liabilities;~~generating ~~(2)~~sufficient ~~determining~~taxable ~~any~~income in the appropriate jurisdiction. The Company records a valuation allowance ~~recorded~~to ~~against~~reduce deferred income tax assets; ~~and~~to ~~(3)~~amounts ~~evaluating~~that ~~the~~are ~~amount~~more oflikely ~~unrecognized~~than ~~tax~~not ~~benefits,~~to asbe ~~well~~realized. asThe ~~the~~initial ~~interest~~recording and ~~penalties~~any ~~related~~subsequent changes to ~~such~~valuation ~~uncertain~~allowances ~~tax~~are ~~positions~~based on a number of factors (positive and negative evidence). The Company’s ~~estimates~~considers ~~and~~its ~~assumptions~~actual ~~may~~historical ~~differ~~results ~~significantly~~to ~~from~~have ~~tax~~a ~~benefits~~stronger ~~ultimately~~weight ~~realized~~than other, more subjective, indicators when considering whether to establish or reduce a valuation allowance.

~~Long-term~~8 ~~Lease~~Table of Contents

The ~~long-term~~Company ~~lease~~continually isevaluates ~~being~~its ~~amortized~~uncertain onincome tax positions and may record a ~~straight-line~~liability ~~basis~~for ~~over~~any ~~the~~unrecognized ~~twenty-five~~tax ~~year~~benefits ~~term~~resulting offrom ~~the~~uncertain ~~lease~~income tax positions taken or expected to be taken in ~~the~~an ~~amount~~income tax return. Estimated interest and penalties are recorded as a component of ~~approximately~~interest ~~$78,000~~expense ~~per~~and ~~year~~other expense, respectively.

~~Impairment~~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 ~~Other~~unrecognized ~~Long-Lived~~tax ~~Assets~~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.

~~The Company evaluates the recoverability of its long~~Long-~~lived~~term 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 three months ended January 31, 2021 and 2020, respectively, the Company identified no impairment losses related to the Company’s long-lived assets.Lease

~~Net~~The ~~Loss~~long-term ~~Per~~lease ~~Share~~is being amortized on a striaght-line basis over the twenty-five year term of the lease in the amount of approxmately $78,000 per year.

~~Basic~~Impairment ~~net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number~~ of ~~common~~Other ~~shares~~Long-Lived outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three months ended January 31, 2021, 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.Assets

~~Use~~The Company evaluates the recoverability of ~~Estimates~~its long-lived assets whenever events or changes in circumstances indicate impairment may have occurred. An impairment loss is recognized when the net book value of such assets exceeds the estimated future undiscounted cash flows attributed to the assets or the business to which the assets relate. Impairment losses, if any, are measured as the amount by which the carrying value exceeds the fair value of the assets. During the six months ended April 30, 2021 and 2020, respectively, the Company identified no impairment losses related to the Company’s long-lived assets.

~~The~~Net ~~preparation~~Loss ofPer 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.Share

9Basic ~~Table~~net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of ~~Contents~~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 six months ended April 30, 2021, 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.

~~Financial~~Use ~~Instruments~~of Estimates

The ~~Company~~preparation ~~has~~of financial statements in conformity with accounting principles generally accepted in the ~~following~~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 ~~instruments:~~statements ~~cash,~~and ~~accounts~~the ~~payable,~~reported amounts of revenues and ~~loan~~expenses ~~payable~~during the fiscal year. The ~~carrying~~Company ~~value~~bases ofits ~~these~~estimates ~~financial~~on ~~instruments~~historical ~~approximates~~experience, ~~their~~current ~~fair~~conditions ~~value~~and ~~due~~on other assumptions that it believes to ~~their~~be ~~liquidity~~reasonable orunder ~~their~~the ~~short-term~~circumstances. ~~nature~~Actual results could differ from those estimates and assumptions.

~~Share~~9 ~~Issuances~~Table ~~for~~of ~~Services, Debt Instruments and Interest~~Contents

~~The~~Share ~~Company~~Issuances ~~issues instruments to non-employees~~ for ~~the~~Services, ~~receipt~~Debt ofInstruments ~~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.Interest

InThe ~~these~~Company ~~transactions,~~issues instruments to non-employees for the ~~Company~~receipt ~~issues~~of ~~unregistered~~goods and ~~restricted~~services, ~~equity~~and, ~~instruments.~~in ~~Additionally,~~certain circumstances the ~~Company~~settlement ~~currently~~of ~~has~~short-term noloan ~~shares~~arrangements. ofThe ~~freely~~applicable GAAP establishes that share-~~tradeable~~based ~~stock~~payment transactions with anonemployees ~~quoted~~shall ~~market~~be ~~price~~measured (aat ~~Level~~the ~~1input~~fair ~~within~~value of the ~~GAAP~~consideration ~~hierarchy).~~received or the fair value of the equity instruments issued, whichever is more reliably measurable.

~~When~~In ~~unregistered~~these ~~common~~transactions, ~~shares are issued for~~ the ~~settlement~~Company ofissues ~~short-term~~unregistered ~~financing~~and ~~arrangements~~restricted ~~(that~~equity ~~are~~instruments. ~~not initially convertible)~~Additionally, the ~~reacquisition~~Company ~~price~~currently ofhas ~~the~~no ~~extinguished~~shares ~~financing arrangement is determined by the value~~ of ~~the~~freely-tradeable ~~debt~~stock ~~which~~with isa ~~more~~quoted ~~clearly~~market ~~evident,~~price ~~and~~(a noLevel ~~additional~~1input ~~inducement~~within ~~expense~~the isGAAP ~~recognized~~hierarchy).

InWhen ~~situations in which the Company issues~~ unregistered ~~restricted~~ common shares inare ~~exchange~~issued for ~~goods and services, and~~ the ~~value~~settlement of ~~the~~short-term ~~goods~~financing ~~and~~arrangements ~~services~~(that are not ~~the~~initially ~~most reliably measurable~~convertible), the ~~Company~~reacquisition ~~recognizes~~price ~~the fair value~~ of the ~~unregistered~~extinguished ~~restricted~~financing ~~equity~~arrangement ~~instruments~~is ~~based~~determined onby the value of ~~similar instruments issued in private placements in exchange for cash in~~ the ~~most~~debt ~~recent~~which ~~transactions~~is (amore ~~Level~~clearly 2evident, ~~input~~and ~~within~~no ~~the~~additional ~~GAAP~~inducement ~~hierarchy).~~expense ~~The~~is ~~Company has determined this methodology reflects the risk adjusted fair value of its unregistered restricted equity instruments using a commercially reasonable valuation technique~~recognized.

~~Emerging~~In ~~Growth~~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.

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

We ~~have~~are ~~irrevocably~~an ~~opted~~“emerging ~~out~~growth ofcompany,” as defined in the ~~extended~~Jumpstart ~~transition~~Our ~~period~~Business ~~for~~Startups ~~complying~~Act ~~with~~of ~~new~~2012 or(“JOBS ~~revised~~Act”), ~~accounting~~and ~~standards~~we ~~pursuant~~may take advantage of certain exemptions from various reporting requirements that are applicable to ~~Section~~other ~~107(b)~~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

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

InRecent ~~February~~Accounting 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 have no material impact on its consolidated financial statements.Pronouncements

10In ~~Table~~February 2016, the FASB issued ASU2016-02, Leases (Topic 842), requiring entities to a right-of-use ~~Contents~~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 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~~10 ~~Company~~Table ~~has~~of ~~adopted this standard effective January 1, 2020 and it will have no material impact on its consolidated financial statements.~~Contents

~~Note~~The 2.Company ~~Long-term~~has ~~Lease~~adopted this standard effective January 1, 2020 and it will have no material impact on its consolidated financial statements.

~~During~~In ~~the~~August ~~year~~2020, ~~ended~~FASB ~~October~~issued 31Accounting Standards Update No. 2020-06, ~~2018~~Debt—Debt ~~the~~with ~~Company~~Conversion ~~entered~~and ~~into~~Other aOptions ~~twenty~~(Subtopic 470-~~five~~20) ~~year~~and ~~lease~~Derivatives ~~for~~and ~~approximately~~Hedging—Contracts ~~588~~in ~~acres~~Entity’s ofOwn ~~land~~Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in ~~Jackson~~an ~~County,~~Entity’s ~~Oregon~~Own Equity, ~~USA~~which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ~~fair~~ASU ~~value~~removes ofcertain settlement conditions that are required for equity contracts to qualify for the ~~full~~derivative ~~twenty-five~~scope ~~year~~exception ~~lease~~and ofit $3also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15,~~509~~ 2021,~~188~~ ~~was~~including ~~paid~~interim inperiods ~~full~~within bythose ~~the~~fiscal ~~issuance~~years. ofEarly 8adoption is permitted,~~673~~ but no earlier than fiscal years beginning after December 15,~~105~~ ~~shares~~2020. This update permits the use of ~~common~~either ~~stock~~the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures.

OnNote ~~January 29, 2020, the Company sold 62~~2.94 ~~acres of the leased land for the remaining portion of the twenty~~Long-~~five~~term years in return for $30,455 (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. This resulted in the Company recording a gain on sale of the leasehold interest of $157,350.Lease

OnDuring ~~January~~the year ended October 31, ~~2020,~~2018 the ~~shares~~Company entered into a twenty-five year lease for approximately 588 acres of ~~Good~~land ~~Life~~in ~~Holdings~~Jackson ~~Corporation~~County, ~~valued~~Oregon, atUSA. The fair value of the full twenty-five year lease of $13,~~621~~509,~~720,~~188 ~~were~~was ~~distributed~~paid toin full by the ~~shareholders~~issuance of ~~the~~8,673,105 ~~Company~~shares asof acommon ~~non-cash dividend~~stock.

~~Note~~On 3January 29, 2020, the Company sold 62.94 ~~Revolving~~acres ~~Loan~~of ~~Facility~~the leased land for the remaining portion of the twenty-five years in return for $30,455 (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. This resulted in the Company recording a gain on sale of the leasehold interest of $157,350.

On ~~November~~January 131, ~~2016~~2020, the ~~Company~~shares ~~entered~~of ~~into~~Good anLife ~~agreement,~~Holdings ~~and amended May 18~~Corporation, ~~2018~~valued ~~and~~at ~~October 25, 2019, for a revolving loan facility of up to~~ $~~250~~1,~~000. The loan~~621, ~~due on or before October 31~~720, ~~2021,~~were isdistributed ~~unsecured~~to ~~and with interest of 3.75% per month, calculated based on~~ the ~~amount~~shareholders of ~~principal outstanding at~~ the ~~end~~Company ofas ~~each~~a ~~month.~~non-cash dividend.

~~The~~Note ~~balance~~3. ~~outstanding~~Revolving asLoan atFacility ~~January 31, 2021 was $158,166 with an available credit line of $91,834.~~

~~Note~~On 4November 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. ~~Share~~The ~~Capital~~loan, due on or before October 31, 2021, is unsecured and with interest of 3.75% per month, calculated based on the amount of principal outstanding at the end of each month.

~~Preferred~~The ~~Stock~~balance outstanding as at April 30, 2021 was $166,111 with an available credit line of $83,889.

~~The~~11 ~~Company’s~~Table ~~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.~~Contents

NoNote ~~shares~~4. ofShare ~~preferred stock are issued and outstanding as of January 31, 2021.~~Capital

~~Common~~Preferred Stock

The Company’s is authorized tocapital ~~issue~~includes ~~300~~100,000,000 shares of ~~common~~preferred stock, ~~par value~~ 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 ~~the~~preferred ~~Company~~stock ~~were~~are issued ~~during~~and ~~the~~outstanding ~~three~~as ~~months~~of ~~ended~~April ~~January 31~~30, ~~2021and 2020~~2021.

~~Note~~Common ~~5. Subsequent Events~~Stock

~~Management~~The ~~has~~Company ~~evaluated~~is ~~subsequent~~authorized ~~events up~~ to ~~the~~issue ~~date~~300,000,000 shares of ~~filing.~~common ~~There~~stock, ~~are~~par novalue ~~subsequent~~of ~~events to report~~$0.001.

11No ~~Table~~shares of ~~Contents~~the Company were issued during the six months ended April 30, 2021and 2020.

Note 5. Subsequent Events

Management has evaluated subsequent events up to the date of filing. There are no subsequent events to report.

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

The following discussion should be read in conjunction with the accompanying unaudited financial statements for the three and six months ended ~~January~~April 3130, 2021 and 2020, and our annual report for the year ended October 31, 2020, including the financial statements and notes thereto.

Forward-Looking Information May Prove Inaccurate

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

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

Introduction

We 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 established a wholly owned subsidiary Xplosion (Oregon) Corporation in September of 2018. Our website address is www.xplosionincorporated.com.

In September 2018, the Company was able to locate and successfully negotiate with a private landowner agreement to secure a 25 year long-term land lease on his 588-acre property in Jackson County, Oregon. Xplosion (Oregon) Corporation, our wholly owned subsidiary was then set-up to most effectively manage this opportunity. The site lease provides to the Company Timber, Water and Agricultural rights giving the Company the potential to develop and pursue a number of business initiatives 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).

As it pertains to the rights held under its 25 year prepaid lease the Company has with the landowner, effective the 24^th day of May 2019, the Company entered into a further agreement with an unrelated third party company, Good Life Holdings Corporation, whereby the Company subleased the entirety of its rights to the 62.94 acre portion of the 588 acre property site that is deemed and classified as irrigable.

During the Q1 Fiscal 2020 period, the Company successfully closed this sub lease transaction covering the 62.94 acre irrigable portion of the property upon receipt by the Company of the full value payment amount equal to $2,199,670 CAD. As was mutually agreed, the settlement was made by way of $40,000 CAD in cash and 21,299,670 shares of the Buyer. On January 31, 2020, the 21,299,670 shares received from Good Life Holdings Corporation were distributed prorata as a dividend payment to the Company’s shareholders.

During Fiscal 2020 the Company and its wholly-owned subsidiary continued to develop and define business planning towards the establishment of a mineral grade bottled water production and distribution facility at the Jackson County property site. The Company further sought to investigate any and all potential opportunities to further exploit the timber and overall land resources on the site and to effectively utilize the resources held under the long-term land lease.

1213 Table of Contents

During the Q1Q2 period end dated ~~January~~April 3130, 2021, as it did throughout the prior Fiscal 2020 year period, the Company continued to remain focused on pursuing a diversity of plans for not only the property site, aswhere it seeks out appropriate opportunities, strategic alliances, affiliations or any variety of working relationships to take best advantage of the property and resources there, but also as it relates to other potential synergistic opportunities as may potentially exist with like minded parties in pursuit of similar lifestyle enhancement or wellness business endeavors. It continues to be the hope of the Company that it will be able to formally execute on business efforts and strategies during the current fiscal year.

Throughout most of the year 2020 and now continuing forward ~~into~~to date in 2021, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has continued to be particularly problematic and widespread throughout the United States and resulted in enacting emergency measures to combat the spread of the virus including closures and minimization of many businesses and services and total stay at home orders. These measures, which include the implementation of self-imposed quarantine periods and social distancing, have caused material disruption to businesses resulting in an economic slowdown. The Government 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 interventions. As yet it is still not possible to reliably estimate the length and severity of these developments and the overall impact on the financial results and condition of the Company and its operations in future periods, but during this on-going external pandemic the Company moves forward to effectively execute its business plan such that when this crisis is controlled the Company will be properly positioned to move ahead as expeditiously as possible.

Results of Operations

Comparison of the Three and Six Months Ended ~~January~~April 3130, 2021

with the Three and Six Months Ended ~~January~~April 3130, 2020

We had gross revenue of $nil and $nil for the respective three and six months ended for each of ~~January~~April 3130, 2021 and 2020.

Our general and administrative expenses from continuing operations for the three and six months ended ~~January~~April 3130, 2021 were $1312,~~903~~046 and $25,949, respectively, as compared to $~~227~~28,876 and $29,103, respectively, for the comparable three and six months ended ~~January~~April 3130, 2020. For the three and six months ended ~~January~~April 3130, 2021 there was amortization of the prepaid lease in the amount of $19,506 and $39,012, respectively, as compared to $3519,~~241~~506 and $54,747, respectively, for the three and six months ended ~~January~~April 3130, 2020.

During the ~~three~~six months ended ~~January~~April 3130, 2020 we had a gain on the sale of leasehold interests of $157,350 as compared to $nil for the respective ~~three~~six months ended ~~January~~April 3130, 2021.

During the ~~three~~six months ended ~~January~~April 3130, 2021 we had other income of $24,936 as compared to $nil for the ~~three~~six months ended ~~January~~April 3130, 2020. This resulted from the recovery of amounts written off in previous periods.

Overall, we have a net loss of $2649,~~203~~897 and $76,100 for the respective three and six months ended ~~January~~April 3130, 2021, as compared to a net loss of $64,938 and net income of $~~105~~40,~~630~~692 for the respective three and six months ended ~~January~~April 3130, 2020.

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Liquidity and Capital Resources

As of ~~January~~April 3130, 2021, our current assets were $8,~~961~~658, as compared to $nil at October 31, 2020. As of ~~January~~April 3130, 2021, our current liabilities were $~~384~~414,~~193~~281, as compared to $368,536 at October 31, 2020.

Operating activities ~~provided~~used net cash of $~~8,117~~132 for the ~~three~~six months ended ~~January~~April 3130, 2021, as compared to the use of $937,~~720~~522 for the ~~three~~six months ended ~~January~~April 3130, 2020.

Investing activities for the ~~three~~six months ended ~~January~~April 3130, 2021 provided net cash of $nil as compared to the provision of $30,455 for the ~~three~~six months ended ~~January~~April 3130, 2020.

Net cash of $~~844~~8,790 was provided by financing activities during the ~~three~~six months ended ~~January~~April 3130, 2021, as compared to $~~860~~7,047 provided during the comparable ~~three~~six months ended ~~January~~April 3130, 2020.

13 Table of Contents

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

Critical Accounting Policies and Estimates

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.

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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.

14 Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this quarterly report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer (our “Certifying Officers”), as appropriate, to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Certifying Officers, the effectiveness of our disclosure controls and procedures as of ~~January~~April 3130, 2021, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of ~~January~~April 3130, 2021, our disclosure controls and procedures were not effective.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended ~~January~~April 3130, 2021, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

1516 Table of Contents

PART II—OTHER INFORMATION

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

None

ITEM 5. OTHER EVENTS

Not applicable

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ITEM 6. EXHIBITS

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

Exhibit Number*	Title of Document	Location

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

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

Item 101	Interactive Data File
101	Interactive Data File	Attached

_______________

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

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SIGNATURES

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

	Registrant
	XPLOSION INCORPORATED
Date: March 12, 2021	By:	/s/ EUGENIO GREGORIO
Date: June 11, 2021	By:	/s/ EUGENIO GREGORIO
		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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