Plan of Operation

Our plan of operations is to raise debt and/or equity to meet our ongoing operating expenses. We recently entered into non-binding letters of intent to acquire to acquire Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, SMLY, Inc. (d/b/a: 7 Point Financial and 9 Square Consulting), Soulshine Development Group, Inc., Soulshine CBD, Inc., One Source CBD, Mystic Ranch Development Co., LLC, Magic Beans Hemp, LLC, Sunshine Hemp, Inc., and Squad Drone, Inc. The closing of these transactions are subject to our completion of due diligence and the execution of material definitive agreements containing comprehensive terms and conditions. Our goal is to diligently work to close some or all of these acquisitions and cease being a shell company and to create value for our shareholders.

There can be no assurance that we will successfully complete the noted acquisitions,. In particular, there is no assurance that these acquisitions will close, since due diligence has only recently begun, and no material definitive agreements have not been agreed to containing comprehensive terms and conditions. These acquisitions, along with any other mergers or business combinations contemplated and completed by us, can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.

At this time, we have little cash on hand or committed resources of debt or equity to fund these losses, and will be reliant, potentially, on advances from our principal shareholder, director and officer.

We continue to seek, investigate and, if such investigation warrants, acquire, merge with, or engage in business combinations in business opportunities presented to us by persons or firms. We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities.

We may seek a business acquisition, merger or combination with entities which have recently commenced operations, or that desire to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

We expect that the selection of a business acquisition, merger or combination will be complex and risky. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities.

The analysis of new business opportunities will be undertaken by, or under the supervision of, our director. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of any business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.

We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction.





10
---

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED OCTOBER 31, 2019 COMPARED TO THE THREE MONTHS ENDED OCTOBER 31, 2018





Revenue

We recognized no revenue during the three-month periods ended October 31, 2019 and 2018, as we have no business from which to generate revenue.

General and Administrative Expenses

During the three months ended October 31, 2019, we incurred $30,783 in general and administrative expenses which was broadly comparable to the $28,088 we incurred in general and administrative expenses during the three months ended October 31, 2018, representing an increase of $2,695. General and administrative expenses included legal and accounting fees.





Other Income (Expense)

During the three months ended October 31, 2019 and 2018, we recognized no other income or expense.

During the six months ended October 31, 2019, creditors who were owed a total of $125,000 agreed to accept payment of $92,619 in full and final of their liabilities. Accordingly, we recognized a gain of $32,381 on the settlement of these liabilities as other income. By comparison, during the six months ended October 31, 2018, we recognized no other income or expense in the period.





Net Income (Loss)

During the three months ended October 31, 2019, we recognized net loss of $30,783 compared to a net loss of $28,088 in the three months ended October 31, 2018, a variance of $2,695. The variance was principally due to an increase in legal and accounting fees of $2,695 during the three months ended October 31, 2019 over the three months ended October 31, 2018.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED OCTOBER 31, 2019 COMPARED TO THE SIX MONTHS ENDED OCTOBER 31, 2018





Revenue

We recognized no revenue during the six-month periods ended October 31, 2019 and 2018, as we have no business from which to generate revenue.

General and Administrative Expenses

During the six months ended October 31, 2019, we incurred $57,561 in general and administrative expenses which was broadly comparable to the $55,181 we incurred in general and administrative expenses during the six months ended October 31, 2018, representing an increase of $2,380. General and administrative expenses included legal and accounting fees.





Other Income (Expense)

During the six months ended October 31, 2019 and 2018, we recognized no other income or expense.

During the six months ended October 31, 2019, creditors who were owed a total of $125,000 agreed to accept payment of $92,619 in full and final of their liabilities. Accordingly, we recognized a gain of $32,381 on the settlement of these liabilities as other income. By comparison, during the six months ended October 31, 2018, we recognized no other income or expense in the period.





11
---









Net Income (Loss)

During the six months ended October 31, 2019, we recognized net loss of $25,180 compared to a net loss of $55,181 in the six months ended October 31, 2018, a variance of $30,001. The decrease was due our recognition of a $32,381 gain on the settlement of liabilities to creditors, who were owed a total of $125,000, and agreed to accept payment of $92,619 in full and final of their liabilities.

LIQUIDITY AND CAPITAL RESOURCES

At October 31, 2019, we had no cash or cash equivalents or other assets, no operating business or other source of income and outstanding liabilities of $41,740, while our shareholders' deficit was $8,672,276.

Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.

It is our current intention to seek to raise debt and, or, equity financing to meet ongoing operating expenses, and in order to facilitate, to the extent our due diligence warrants, the completion of our acquisitions of Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, SMLY, Inc. (d/b/a: 7 Point Financial and 9 Square Consulting), Soulshine Development Group, Inc., Soulshine CBD, Inc., One Source CBD, Mystic Ranch Development Co., LLC, Magic Beans Hemp, LLC, Sunshine Hemp, Inc., and Squad Drone, Inc. Since we entered into non-binding letters of intent to acquire these entities, and because our due diligence into these acquisitions is ongoing, and no material definitive agreements have been entered into containing comprehensive terms and conditions, there is no assurance that these acquisitions will be satisfactorily completed, and future losses are likely to occur.

As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended April 30, 2019 and 2018, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.





Our primary sources (uses) of cash for the six months ended October 31, 2019 and
2018 were as follows:



                                           Six months ended     Six months ended
                                           October 31, 2019     October 31, 2018

Net Cash Used in Operating Activities $ (141,922 ) $ (1,575 ) Net Cash from Investing Activities

                      -                   -
Net Cash from Financing Activities                 141,922                  -
Net Change in Cash and Cash Equivalents   $             -      $        (1,575 )





Operating Activities

During the six months ended October 31, 2019, we recognized net loss of $25,180, which was decreased for cash flow purposes by our non-cash gain of $32,381 on the settlement of certain of our liabilities and an $84,361 decrease in accounts payable resulting in net cash flow used in operating activities of $141,922. By comparison, during the six months ended October 31, 2018, we recognized a net loss of $55,181 which was largely offset for cash flow purposes by a $21,242 increase in accounts payable and a $32,364 increase in accruals- related parties resulting in net cash flow used in operating activities of $1,575.





12
---









Investing Activities

We used no funds in investing activities during the six months ended October 31, 2019 and 2018.





Financing Activities

During the six months ended October 31, 2019, we received $111,579 by way of capital contributions from our former principal shareholders and $30,354 by way of loans from our principal shareholder, to fund our working capital requirements. We also repaid $11 in respect of fees drawn in excess of our bank balance.

By comparison, we neither generated nor used funds in financing activities during the six months ended October 31, 2018.

We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan of seeking a combination with a private operating company. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.





Contractual Obligations

None

© Edgar Online, source Glimpses