At October 31, 2018,2019, we had no cash or cash equivalents of $14, noor other assets, no operating business or other source of income and outstanding liabilities and a stockholders’of $41,740, while our shareholders’ deficit of $8,577,113.

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 attemptin order to merge with another entity with experienced management and opportunities for growth in return for sharesfacilitate, to the extent our due diligence warrants, the completion of our common stockacquisitions 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 create value foracquire these entities, and because our shareholders. Theredue 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 this series of eventsthese acquisitions will be satisfactorily completed.

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, 20182019 and 2017,2018, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

Management is responsible for establishing and maintaining adequate disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, conducted an evaluation, with the participation of our Chief Executive Officer, who isincluding our principal executive officer and principal financial officer, as appropriate, to allow for timely and reliable financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America.

As of the quarter ended October 31, 2019, our principal executive officer and principal financial and accounting officer completed an assessment of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e), to determine the existence of any material weaknesses or significant deficiencies under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this registration statement on Form 10. Based on that evaluation, we concluded that because of the material weakness and significant deficiencies in our internal control over financial reporting described below, our disclosure controls and procedures were not sufficient as of October 31, 2018.

Based on a third party that can provide us with accounting consulting services for the foreseeable future. Until such time asevaluation, we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements, which could lead to a restatement of those financial statements. Our management does not expectconcluded that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and maintained, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must account for resource constraints. In addition, the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, can and will be detected.

There have been no changes in our internal control over financial reporting during the quarter ended October 31, 20182019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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