Acquisition of Pine Hills, Inc.

6 Months Ended

Jan. 31, 2020

Notes to Financial Statements

Acquisition of Pine Hills, Inc.

NOTE 4. ACQUISITION OF PINE HILLS, INC.

On July 31, 2019 the Company consummated the acquisition of 100% of the outstanding shares of Pine Hills , Inc. for consideration consisting of the following:

8,160,000,000 common shares of the Company issued to Heather Cassady, the sole shareholder of Pine Hills, Inc. (“Pine Hills Shareholder”)

The resignation of the sole officer and director of the Company, David R. Koos

The appointment of Heather Cassady as Chairman of the Company.

The appointment of Timothy Foat to the positions of Chief Executive Officer of the Company, Chief Financial Officer of the Company, Secretary of the Company and Treasurer of the Company.

The cancellation by the Company of all outstanding shares of Series AA and Series AA Preferred stock of the Company.

The acquisition of Pine Hills, Inc. (“PHI”) was accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, the Company was treated as the “acquired” company for accounting purposes. This determination was primarily based on PHI’s equity holders having a majority of the voting power of the combined company, PHI. comprising the ongoing operations of the combined entity, PHI comprising a majority of the governing body of the combined company, and senior management selected by the former majority shareholder of PHI comprising the senior management of the combined company.

The following assets and liabilities of the Company were recognized in connection with the reverse merger as of July 31, 2019:

Assets:
Cash:	$	340
Accrued Interest Receivable:	$	6,884
Investment Securities with a Fair Value of	$	48,199
Liabilities:
Accounts Payable of	$	295
Notes Payable of	$	67,392

The completion of the reverse merger resulted in the Company recognizing a one time noncash charge of $1,574,225 resulting from the aggregate of:

15, 616,865, 172 Common Shares of the Company recognized in the reverse merger at par value ($0.0001)

2,025,846 Preferred Shares of the Company recognized in the reverse merger at par value ($0.0001)

724,222 of the Series B Preferred Shares of the Company recognized in the reverse merger at par value ($0.0001)

a noncash charge of $12,483 representing the net liabilities recognized in the reverse merger.