What changed in this filing

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Item 1. Financial Statements

2023-11-15 compared with 2023-08-16 · 161 added, 95 removed, 256 unchanged (50% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30,

Current Assets

Prepaid expenses

Accounts receivable

Total Current Assets

5 unchanged sentences

Accounts payable and accrued liabilities

Convertible note payable

Due to related party

Promissory note

Convertible notes payable

Due to related parties

Operating lease liability - current portion

Total Current Liabilities

Operating lease liability

Total Liabilities

Stockholders' Equity

Convertible Series A Preferred Stock, par value $ 0.0001 , authorized 10,000,000 shares,

10,000,000 shares issued and outstanding

Convertible Series C Preferred Stock, par value $ 0.0001 , authorized 5,000,000 shares,

800,000 and 950,000 issued and outstanding, respectively

Common Stock par value $ 0.0001 , authorized 1,000,000,000 shares,

97,545,388 and 93,945,388 shares issued and outstanding, respectively

Convertible Series A Preferred Stock, par value $ 0.0001 , authorized 10,000,000 shares, 10,000,000 shares issued and outstanding

Convertible Series C Preferred Stock, par value $ 0.0001 , authorized 5,000,000 shares, 2,273,499 and 950,000 issued and outstanding, respectively

Common Stock par value $ 0.0001 , authorized 1,000,000,000 shares, 97,545,388 and 93,945,388 shares issued and outstanding, respectively

Additional paid-in capital

Shares to be issued, subscription received

Common Stock to be issued -500,000 shares

Accumulated deficit

7 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Cost of revenue

1 unchanged sentence

General and administration

Management compensation

Management stock-based compensation

Stock-based professional fees - related party

Professional fees

3 unchanged sentences

( 9,730,153 )

Other Income (Expense)

( 2,658,828 )

Other Expense

Interest expense

3 unchanged sentences

( 9,732,672 )

( 2,658,904 )

Provision for income taxes

7 unchanged sentences

Loss on disposition of digital currency and digital currency assets

Income (Loss) from discontinued operations, net of tax

Income from discontinued operations, net of tax

$ ( 9,023,003 )

2 unchanged sentences

$ ( 2,647,918 )

Loss from continuing operations Per Common Share – Basic

Income (Loss) from discontinuing operations Per Common Share– Basic

Net loss per common share - Basic

Loss from continuing operations Per Common Share – Diluted

Income (Loss) from discontinuing operations Per Common Share– Diluted

Net loss per common share - Diluted

Basic Weighted Average Number of Common Shares Outstanding

Diluted Weighted Average Number of Common Shares Outstanding

Loss from continuing operations per Common Share – Basic and diluted

Income from discontinuing operations per Common Share – Basic and diluted

Net loss per common share – Basic and diluted

Basic and Diluted Weighted Average Number of Common Shares Outstanding

See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Change in Stockholders’ Equity (Deficit)

For the three and six months ended June 30, 2023

For the Three and Nine Months ended September 30, 2023

Convertible Series A

Convertible Series C

Total Stockholders'

Stockholders'

Preferred stock

5 unchanged sentences

$ ( 59,735,011 )

Shares to be issued, subscription received

Subscription received - shares to be issued

Common stock issued for services

2 unchanged sentences

( 60,091,069 )

For the three and six months ended June 30, 2022

Common stock to be issued - management

Issuance Series C Preferred stock related to subscription

Issuance Series C Preferred stock in cash

Issuance Series C Preferred stock for services -related party

Contribution inventory - related party

( 9,023,003 )

Balance - September 30, 2023

$ ( 69,114,072 )

For the Three and Nine Months ended September 30, 2022

Convertible Series A

15 unchanged sentences

( 58,824,425 )

Balance - September 30, 2022

$ ( 59,121,490 )

See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

Cash Flows from Operating Activities:

8 unchanged sentences

Changes in operating assets and liabilities:

Accounts receivable

Contribution inventory - related party

Digital currency

2 unchanged sentences

Accounts payable and accrued liabilities

Change in operating lease liability

Operating lease liabilities

Net Cash used in Operating Activities

3 unchanged sentences

Cash Flows from Financing Activities:

Proceed from convertible note

Proceeds from loan - related party

Repayment of loan- related party

Proceeds from stock subscription

Proceed from issuance Series C Preferred Stock

Proceeds from promissory note

Net Cash provided by Financing Activities

7 unchanged sentences

Issuance of common stock for services

Issuance of Preferred C Stock for acquisition of Mighty Fire Breakers

Issuance of Series C Preferred C stock for acquisition of Mighty Fire Breakers

Common stock issued upon conversion of Preferred C stock

1 unchanged sentence

Reclassification of due to related party to convertible note

Contribution inventory - related party

Issuance Series C Preferred stock for services -related party

Initial recognition of right-of-use assets and lease liabilities obtained

See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.

1 unchanged sentence

Notes to Unaudited Consolidated Financial Statements

June 30, 2023

September 30, 2023

Note 1 – Nature of Operations and Going Concern

29 unchanged sentences

The Company did not have any cash equivalents.

The Company had $ 86,144 and $ 55,434 cash equivalents at June 30, 2023 and December 31, 2022, respectively.

The Company had $ 565,867 and $ 55,434 at September 30, 2023 and December 31, 2022, respectively.

Share-Based Compensation

The Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period.

If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.

For the nine months ended September 30, 2023 and 2022, the Company recorded share-based compensation of $8,966,850 and $2,100,000, respectively.

See Note 9 – Stockholders’ Equity for more detail.

Inventories consist of raw materials which are stated at lower cost or net realizable value, with cost being determined on the weighted average method.

As of June 30, 2023, and December 31, 2022, the Company held inventories of $ 103,736 and $ 114,645 , respectively.

During the six months ended June 30, 2023, and 2022, the Company recorded cost of goods sold of $ 18,747 and $ 0 associated with the cost of inventories sold, respectively.

The Company did not write-off any inventories as unsalable during the six months ended June 30, 2023, and 2022.

As of September 30, 2023, and December 31, 2022, the Company held inventories of $ 184,678 and $ 114,645 , respectively.

During the nine months ended September 30, 2023, and 2022, the Company recorded cost of goods sold of $ 58,630 and $ 1,798 associated with the cost of inventories sold, respectively.

The Company did not write-off any inventories as unsalable during the nine months ended September 30, 2023 and 2022.

Property and Equipment

15 unchanged sentences

Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The Company’s financial instruments, including cash, prepaid expenses, inventory, accounts payable and accrued liabilities, and due to related party, are carried at amortized cost.

At June 30, 2023 and December 31, 2022, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

The Company’s financial instruments, including cash, prepaid expenses, accounts receivable, inventory, accounts payable and accrued liabilities, and due to related party, are carried at amortized cost.

At September 30, 2023 and December 31, 2022, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” 10).

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

Basic and Diluted Net Loss Per Common Share

1 unchanged sentence

Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued.

For the six months ended June 30, 2023, and 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

For the nine months ended September 30, 2023 and 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

September 30,

Convertible notes

Convertible Series C Preferred Stock

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers .

3 unchanged sentences

Revenue is recognized at a point in time that is which the risks and rewards of ownership of the products transfer from the Company to the customer.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make the required payments for services.

Accounts with known financial issues are first reviewed and specific estimates are recorded.

The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history.

Account balances are charged against the allowance when it is probable that the receivable will not be recovered.

During the nine months ended September 30,2023 and 2022, the Company had no allowance for doubtful accounts.

Intangible Assets

Intangible assets with an indefinite life are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired.

Intangible assets with finite lives are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of the respective assets.

Acquired intangible assets from business combinations and asset acquisitions are recognized and measured at fair value at the time of acquisition.

Those assets represent assets with finite lives and are further amortized on a straight-line basis over the estimated economic useful lives of the respective assets.

Note 2 – Discontinued Operations

Crypto mining

On April 1, 2022, the Company implemented a plan to divest its crypto mining operations to focus its resources on the MFB acquisition (see Note 4).

On April 1, 2022, the Company implemented a plan to divest its crypto mining operations to focus its resources on Mighty Fire Breaker, LLC (“MFB”) acquisition (see Note 4).

The Company recognized a loss of $ 2,030 from the disposition of its crypto mining operations, which consisted of the relinquishment of the digital currency assets in exchange for settlement of the related party note payable associated with the acquisition of the equipment.

6 unchanged sentences

Note 3 – Equipment, net

At June 30, 2023 and December 31, 2022, equipment consisted of the following:

At September 30, 2023 and December 31, 2022, equipment consisted of the following:

September 30,

Furniture and equipment

accumulated depreciation

Property and equipment, net

During the six months ended June 30, 2023, the Company recorded a depreciation of $ 531 .

During the six months ended June 30, 2022, the Company recorded a depreciation of $ 15,059 for digital currency equipment, which is included within the Company’s income from discontinued operations.

Equipment, net

During the nine months ended September 30, 2023 and 2022, the Company recorded a depreciation of $871 and $267, respectively.

Note 4 – Acquisition

On April 13, 2022, the Company acquired MFB and all associated IP, in exchange for 1,000,000 Preferred C Shares and a 10 % royalty on the gross sales before taxes of products sold under the MFB family of products.

On April 13, 2022, the Company acquired Mighty Fire Breaker LLC ("MFB”), in exchange for 1,000,000 shares of Series C Convertible Preferred Stock.

MFB was formed to hold intellectual property pertaining to the fire suppression segment of the environmental industry, which included patents and patents pending,

MFB has 19 patents centered around its CitroTech MFB 31 Technology for the prevention and spread of wildfires.

10 unchanged sentences

Note 5 – Intangible Assets

The Company has capitalized the costs associated with acquiring the intellectual property of MFB at a value of $ 4,195,353 as of June 30, 2023, and December 31, 2022, respectively (see Note 4).

The amount capitalized consisted of a portion of the fair value of 1,000,000 shares of Convertible Preferred C stock of $ 4,200,000 .

During the six months ended June 30, 2023, no additional costs met the criteria for capitalization as an intangible asset.

The Company has capitalized the costs associated with acquiring the intellectual property of MFB at a value of $ 4,195,353 as of September 30, 2023, and December 31, 2022, respectively.

The amount capitalized consisted of a portion of the fair value of 1,000,000 shares of Convertible Preferred C stock valued at $ 4,200,000 .

During the nine months ended September 30, 2023, no additional costs met the criteria for capitalization as an intangible asset.

Note 6 – Lease

The following summarizes right-of-use asset and lease information about the Company’s operating lease as of June 30, 2023:

Six Months Ended

On April 13, 2022, the Company obtained a lease agreement for period of eighteen months to be expired on August 31, 2023.

On July 13, 2023, the Company entered into an amendment to lease agreement for a two-year term.

In accordance with ASC 842, the Company recognized operating lease ROU assets and lease liabilities as follows:

The following summarizes right-of use asset and lease information about the Company’s operating lease as of September 30, 2023:

Nine Months Ended

September 30,

Operating lease cost

4 unchanged sentences

Weighted-average discount rate — operating leases

Future minimum lease payments under the operating lease liability have the following non-cancellable lease payments as of June 30, 2023:

2023 (excluding the six months ended June 30, 2023)

September 30,

Operating lease ROU asset

September 30,

Operating lease liabilities:

Current portion

Non-current portion

Future minimum lease payments under operating leases at September 30, 2023 were as follows:

Year ended December 31,

2023 (excluding the nine months ended September 30, 2023)

Imputed interest

Operating lease liabilities -current

Operating lease liabilities

Note 7 – Convertible Note

1 unchanged sentence

At the sole option of the Lender, all or part of unpaid principal then outstanding may be converted into shares of common stock at any time starting from 24 hours after payment at a fixed conversion price of $ 0.18 per share.

As of June 30, 2023, following is the summary of funds received from the lender:

As of September 30, 2023, following is the summary of funds received from the lender:

Maturity date

9 unchanged sentences

On June 9, 2022, the lender paid $ 19,000 to the Company and it was recorded as an advance from a related party.

On April 1, 2023, an amount owing to related party was reclassed to convertible note for $ 19,000 .

During the six months ended June 30, 2023, the Company recognized $ 759 interest.

As of June 30, 2023, and December 31, 2022, the Company owed principal of $ 54,000 and $ 35,000 and accrued interest of $ 1,015 and $ 255 , respectively.

On April 1, 2023, an amount owing to related party was reclassified to convertible note for $19,000.

During the nine months ended September 30, 2023 and 2022, the Company recognized $ 1,035 and $ 76 interest, respectively.

As of September 30, 2023, and December 31, 2022, the Company owed principal of $ 54,000 and $ 35,000 and accrued interest of $ 1,291 and $ 255 , respectively.

Note 8 – Promissory Note

On June 7, 2023, the Company entered into a promissory note agreement for the amount of $ 120,000 , in terms of twelve (12) months and interest rate of 5 % per annum.

The Company received $ 120,000 from the lender on July 3, 2023.

During the nine months ended September 30, 2023, the Company recognized $ 1,483 interest.

As of September 30, 2023, the Company owed principal of $ 120,000 and accrued interest of $ 1,483 .

Note 9 – Stockholders’ Equity

3 unchanged sentences

The Company’s preferred shares consist of the following:

10,000,000 authorized shares of Convertible Series A Preferred Stock, par value $ 0.0001 .

Series A Preferred Stock

The Company has authorized 10,000,000 shares of Convertible Series A Preferred Stock, par value $ 0.0001 .

The Series A Preferred Stock are convertible into common stock of the Corporation at a conversion rate of one thousand ( 1,000 ) shares of common stock and entitled to one thousand (1,000) votes of common stock for each share of Series A Preferred Stock.

The holders of the Convertible Series A Preferred Stock shall not be entitled to receive dividends.

Issued and outstanding Convertible Series A Preferred stock as of June 30, 2023, and December 31, 2022, was 10,000,000 , respectively.

5,000,000 authorized shares of non-voting Convertible Series C Preferred Stock, par value $ 0.0001 .

Issued and outstanding Convertible Series A Preferred stock as of September 30, 2023, and December 31, 2022, was 10,000,000 .

Series C Preferred Stock

The Company has authorized 5,000,000 authorized shares of non-voting Convertible Series C Preferred Stock, par value $ 0.0001 .

The Series C Preferred Stock shares are convertible into common stock of the Corporation at a conversion rate of one ( 1 ) Preferred C share for twenty (20) shares of common stock.

Issued and outstanding Convertible Series A Preferred stock as of June 30, 2023 and December 31, 2022, were 800,000 and 950,000 , respectively.

On April 13, 2022, the Company’s board of directors approved the issuance of 1,000,000 Convertible Series C Preferred Stock, with a value of $ 4,200,000 to be issued to the vendor of MFB as consideration for the acquisition of the entity (see note 4).

Issued and outstanding Convertible Series A Preferred stock as of September 30, 2023 and December 31, 2022, were 2,273,499 and 950,000 , respectively.

On April 13, 2022, the Company’s board of directors approved the issuance of 1,000,000 Convertible Series C Preferred Stock, with a value of $ 4,200,000 as consideration for the acquisition of the entity and intellectual property (see note 4).

The holder may exercise shares after an initial lock up period of six (6) months following the date of the agreement and may only exchange a maximum of four (4) million shares in a twelve (12) month period and may not hold or beneficially hold more than 10% of outstanding at any time.

1 unchanged sentence

On April 5, 2023, the holder of the Convertible Series C Preferred Stock converted 150,000 shares of the Company’s Series C Preferred Stock into 3,000,000 shares of the Company’s common shares.

During the nine months ended September 30, 2023, the Company issued 273,499 shares of Convertible Series C Preferred Stock in connection with subscription agreements signed with investors during the months of May, June and August 2023 at price of $2,40 and $ 4.00 per share for total amount of $ 907,600 .

During the nine months ended September 30, 2023, the Company issued 1,200,000 shares of Convertible Series C Preferred Stock to a related party for consulting services rendered to the Company from October 2021 through July 2023.

The Company valued the 1,200,000 shares of Convertible Preferred Stock, as if converted to 24,000,000 shares of common stock, using the quoted stock price of the Company’s common stock at approval date (November 1, 2022), resulting in a value of $ 8,640,000 .

Common Shares

1 unchanged sentence

Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

As of June 30, 2023, 70,000,000 shares issued to a member of the board of directors and President of the Company are restricted (the “Restricted Stock Award”) and shall be released only upon the Company achieving gross revenue in each of the calendar years ended December 31, 2023, 2024, 2025 and 2026, of not less than $100,000,000.

As of September 30, 2023, 70,000,000 shares issued to a member of the board of directors and President of the Company are restricted (the “Restricted Stock Award”) and shall be released only upon the Company achieving gross revenue in each of the calendar years ended December 31, 2023, 2024, 2025 and 2026, of not less than $100,000,000.

The holder of the Restricted stock shall be entitled to vote but is not entitled to dividends or disposal.

The Company valued the voting rights associated with the awards at $ 2,100,000 which is recorded as stock-based compensation during the year ended December 31, 2022.

During the six months ended June 30, 2023 and 2022, the holder of the Convertible Series C Preferred Stock converted 150,000 and 50,000 shares of the Company’s Series C Preferred Stock into 3,000,000 and 1,000,000 shares of the Company’s common shares, respectively.

During the six months ended June 30, 2023, the company issued 600,000 shares of common stock for services valued at $ 146,850 .

As of June 30, 2023, and December 31, 2022, issued and outstanding Common shares were 97,545,388 and 93,945,388 respectively.

During the nine months ended September 30, 2023 and 2022, the holder of the Convertible Series C Preferred Stock Converted 150,000 and 50,000 shares of the Company’s Series C Preferred Stock into 3,000,000 and 1,000,000 shares of the Company’s common shares, respectively.

During the nine months ended September 30, 2023, the company issued 600,000 shares of common stock for services valued at $ 146,850 .

As of September 30, 2023, and December 31, 2022, issued and outstanding Common shares were 97,545,388 and 93,945,388 , respectively.

Restricted Stock Award

On June 13, 2022, the Company issued a 70,000,000 Restricted Stock Award (“RSA”) to a member of the board of directors and President of the Company.

Set out below is a summary of the changes in the Restricted Shares during the six months ended June 30, 2023:

Six Months Ended

June 30, 2023

Set out below is a summary of the changes in the Restricted Shares during the nine months ended September 30, 2023:

Weighted -Average Grant Price

Balance, December 31, 2022

Balance, June 30, 2023

Note 9 – Subscription Received – Shares to be issued

During the six months ended June 30,2023, the Company received subscriptions of $ 179,600 for 74,833 shares of Convertible Series C Preferred Stock.

As of June 30, 2023, 74,833 shares of Convertible Series C Preferred stock for a value of $ 179,600 were yet to be issued.

Balance, September 30, 2023

Common Stock to be Issued

On November 1, 2022, the Company’s Board of Directors approved the issuance of 250,000 shares of common stock to each two independent directors for their board services in support of the Company.

As of September 30, 2023, the Company has not issued the shares.

The Company valued the 500,000 shares of common stock at the market value of the Company’s common stock at approval date for the amount of $ 180,000 .

Note 10 – Related Party Transactions

During the six months ended June 30, 2022, our former officer forgave $ 9,355 in accrued salary and the Company recognized it as additional paid-in-capital.

During the six months ended June 30, 2022, as part of the Company’s divestiture of its digital asset operations, a related party forgave loans payable of $ 301,175 in exchange for digital asset equipment with a net book value of $ 276,379 and digital currency intangible assets of $ 26,825 , of which the Company recorded a loss on disposition of $ 2,030 .

On April 1, 2023, the holder of convertible note paid $ 19,000 to the Company and it was recorded as an advance from a related party.

During the six-month ended June 30,2023, the Company recognized the error, and the related party account was adjusted accordingly.

During the six months ended June 30,2023 and 2022, a related party advanced to the Company an amount of $ 275,000 and $ 429,484 for working capital propose, respectively.

During the six months ended June 30, 2023, and 2022, a related party advanced to the Company an amount of $ 200,836 and $ 58,231 for operating expenses on behalf of the Company, respectively.

During the six months ended June 30,2023 and 2022, the Company repaid $ 0 and $ 55,720 owing to the loan, respectively.

During the six months ended June 30, 2023 and 2022 the Company paid $ 104,000 and $ 0 as consulting fee to an entity under common control of a related party and $ 80,000 and $ 0 as commission to a related party.

As of June 30, 2023, and December 31, 2022, the Company was obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of $ 1,355,989 and $ 899,153 , respectively.

Note 11 – Commitments and Contingencies

On November 9, 2022, the Company entered into a consulting agreement with Duchess Group LLC.

for propose of obtaining corporate consulting services so as to better serve its shareholders and investment community.

The agreement shall be for period of nine months and corporate consulting services to be settled by issuing 300,000 shares of common stock upon execution agreement, 150,000 shares of common stock due three months after execution of agreement and 150,000 shares of common stock due six months after execution of agreement.

On January 25, 2023, the Company issued 300,000 shares of common stock for first commitment and it was valued based on valuation of common stock price on issuance date for amount of $ 86,850 .

On April 20,2023, the Company issued 300,000 shares of common stock for second and third commitment and it was valued based on valuation of common stock price on issuance date for amount of $ 60,000 .

As of June 30, 2023, the Company settled its commitment for consulting services through the end of the agreement (August 9,2023).

As part of the consideration for the Company’s acquisition of MFB (see Note 4), the vendor will be entitled to a ten (10%) percent royalty on the gross sales before taxes of products sold under the MFB family of products, to be paid on or before the fifteenth (15 th ) day of the following month.

On July 13, 2023, The Company entered into an amendment to lease agreement by extension the period from August 1, 2023, for two years and increased the monthly lease to $5,200 for first year and $5,400 for second year .

During the nine months ended September 30, 2022, our former officer forgave $ 9,355 in accrued salary and the Company recognized it as additional paid-in-capital.

During the nine months ended September 30, 2022, as part of the Company’s divestiture of its digital asset operations, a related party forgave loans payable of $ 301,175 in exchange for digital asset equipment with a net book value of $ 276,379 and digital currency intangible assets of $ 26,825 , of which the Company recorded a loss on disposition of $ 2,030 .

On June 9, 2022, the Company received $ 19,000 cash from a third party, and it was recorded as an advance from a related party.

On April 1, 2023, the Company recognized the error and the amount owing to the related party was reclassified to convertible note related to a lender for $19,000 (see Note 7).

During the nine months ended September 30, 2023 and 2022, a related party advanced to the Company an amount of $ 305,000 and $ 584,484 for working capital propose, respectively.

During the nine months ended September 30, 2023, and 2022, a related party advanced to the Company an amount of $ 222,529 and $ 97,819 for operating expenses on behalf of the Company, respectively.

During the nine months ended September 30, 2023 and 2022, the Company repaid $ 0 and $ 55,720 owing to the loan, respectively.

During the nine months ended September 30, 2023 and 2022 the Company paid $ 133,500 and $ 92,000 consulting fee to an entity under common control of a related party and $ 122,500 and $ 59,500 commission to a related party.

On October 23, 2021, the Company entered into a consulting agreement with a related party.

1 unchanged sentence

The agreement shall take effect of the date of agreement and shall terminate upon mutual agreement of the parties.

The compensation of consultant is a number of Series C Preferred Shares which the Board of Directors of the Company may determine at its discretion.

The compensation of consultant is a number of Convertible Series C Preferred Shares which the Board of Directors of the Company may determine at its discretion.

On November 1, 2022, the Company’s Board of Directors approved issuance of 1,200,000 shares of Convertible Series C Preferred Stock to consultant - related party for their past consulting services and continuing to July 2023.

On September 5, 2023.

the Company issued 1,200,000 shares of Convertible Series C Preferred Stock for consulting services rendered to the Company.

The Company valued the 1,200,000 shares of Convertible Preferred Stock at $ 8,640,000 .

On November 1, 2022, the Company’s Board of Directors approved the issuance of 250,000 shares of common stock to each two independent directors for their board services in support of the Company.

As of September 30, 2023, the shares have not been issued, and the Company valued the 500,000 shares of common stock at market price on approval date and accrued $ 180,000 .

As of September 30, 2023, and December 31, 2022, the Company was obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of $ 1,407,681 and $ 899,153 , respectively.

Note 11 – Commitments and Contingencies

The vendor in the transaction involving MFB is entitled to a ten (10%) percent royalty on gross sales of the MFB family of products.

Note 12 – Concentration

During nine months ended September 30, 2023 and 2022, customer and supplier concentrations (more than 10%) were as follows:

During the nine months ended September 30, 2023, one customer represented 66 % of our revenue compared to four customers representing 75 % of our revenue for the nine months ended September 30, 2022.

During the nine months ended September 30, 2023, one supplier represented 96 % of our purchase compared to one supplier representing 97 % of our purchase for the nine months ended September 30, 2022.

Accounts receivable

As of September 30, 2023, one customer represented 100 % of our accounts receivable.

As of December 31, 2022, the Company did not record any accounts receivable.

Note 13 – Subsequent Events

Management has evaluated subsequent events through the date these financial statements were available to be issued.

Based on our evaluation no material events have occurred that require disclosure, except as follows.

On June 7, 2023, the Company entered into a promissory note agreement with a borrower for the amount of $120,000, in terms of twelve months and interest rate of 5% per annum.

The Company paid $120,000 to the borrower on July 3, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements