UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010
Or
☐ TRANSITION REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from ________________ to _________
Commission file Number number 333-106299
C2E ENERGY INC
(Exact name of small business issuerregistrant as specified in its charter)
| 65-1139235 | ||
(State or other jurisdiction of incorporation or organization) | ( Identification No.) |
1801 Century Park East 2400 Los Angeles, California | 90067 | |
| (Zip Code) |
Registrant’s telephone number, including area code (424) 354-0990
Securities registered pursuant to Section 12(b) of Principal Executive Offices
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the issuer:registrant (1) has filed all documents reports required to be filed
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not check if a smaller reporting company) ¨
Indicate by check mark whether the registrant is a shell company (as defined in
The number of shares outstanding of the registrant'sregistrant’s common stock par value $0.0001 per share, outstanding as of May 21November 10, 2022 was 228,566,500 shares.
DOCUMENTS INCORPORATED BY REFERENCE — NONE
TABLE OF CONTENTS
| Item 1. | Financial Statements (unaudited) | 2 | ||
| Item 2. | Management’s Discussion and Analysis | |||
| Item 3. | Quantitative and Qualitative Disclosures about Market | |||
| Item | ||||
| Part II – OTHER INFORMATION | ||||
| Item 1. | Legal Proceedings | 16 | ||
| Item 1A. | Risk Factors | 16 | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |||
| Item 3. | Defaults Upon Senior Securities | |||
| Item | ||||
| Item 5. | Other Information | 16 | ||
| Item 6. | Exhibits | 17 | ||
| SIGNATURES | 18 | |||
i
PART I FINANCIAL INFORMATION
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in this discussionquarterly report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are contained principally in the section titled “Management’s Discussion and analysis or incorporated hereinAnalysis of Financial Condition and Results of Operations,” and are generally identifiable by reference that are not related to historical results are "forward-looking statements" within the meaninguse of the Private Securities Litigation Reform Actwords “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of 1995. Statements that are predictive, that depend uponthese words or refer toother variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, or conditions, and/or that include wordsincluding, but not limited to: our ability to consummate the Merger, as such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "hopes," and similar expressions constitute forward-looking statements. In addition, any statements concerningterm is defined below; our future financial performance (including future revenues, earnings or growth rates), business strategies or prospects, or possible future actions by us are also forward-looking statements.
As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to reflect events or circumstances that occur afterC2E Energy, Inc. a Florida corporation unless the date of these statements except as specifically required by law. Accordingly, past results and trends should not be used to anticipate future results or trends.context requires otherwise.
1
Item 1. Financial Statements.
Index to Financial Statements
2
C2E ENERGY, INC. & SUBSIDIARIES
BALANCE SHEETS
(Unaudited)
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Total Assets | $ | - | $ | - | ||||
| LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
| Accounts payable | $ | 7,318 | $ | - | ||||
| Accounts payable -related party | 392,527 | 140,527 | ||||||
| Note payable related parties | 180,583 | 130,188 | ||||||
| Total liabilities | 580,428 | 270,715 | ||||||
| Commitments and Contingencies | - | - | ||||||
| Stockholders’ Deficit | ||||||||
| Preferred Series $ par value, shares authorized, and shares issued and outstanding, September 30, 2022 and December 31,2021, respectively | 1,000 | 1,000 | ||||||
| Common stock, $par value; shares authorized, shares issued and outstanding September 30, 2022 and December 31, 2021 | 199,466 | 199,466 | ||||||
| Additional paid in capital | 70,857,492 | 70,857,492 | ||||||
| Accumulated deficit | (71,638,386 | ) | (71,328,673 | ) | ||||
| Total Stockholders’ (Deficit) | (580,428 | ) | (270,715 | ) | ||||
| Total Liabilities and Stockholders’ (Equity) | $ | - | $ | - | ||||
The accompanying notes are an integral part of these financial statements.
3
C2E ENERGY, INC. & SUBSIDIARIES
| As of | As of | |||||||
| March 31, | December 31, | |||||||
| 2010 | 2009 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 24,920 | $ | 4,907 | ||||
| Loans receivable, net of allowance for doubtful accounts of $594,000 and $0, respectively | 47,851 | 729,589 | ||||||
| Total Current Assets | 72,771 | 734,496 | ||||||
| Property & Equipment, net | 1,000 | 1,000 | ||||||
| Loan receivable - Hylem Water (Pty) Ltd. | 25,780 | - | ||||||
| TOTAL ASSETS | $ | 99,551 | $ | 735,496 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | 670,559 | $ | 557,842 | ||||
| Loans payable and accrued interest - related parties | 435,119 | 425,030 | ||||||
| Total Liabilities | 1,105,678 | 982,872 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Preferred stock, $.0001 par value, 20,000,000 shares authorized, | ||||||||
| none issued and outstanding | - | - | ||||||
| Common stock, $.0001 par value, 650,000,000 shares authorized, | ||||||||
| 228,566,500 shares issued and outstanding | 22,857 | 22,857 | ||||||
| Additional paid-in capital | 66,476,078 | 66,473,078 | ||||||
| Accumulated deficit during development stage | (67,511,125 | ) | (66,750,595 | ) | ||||
| Accumulated other comprehensive income | 6,063 | 7,284 | ||||||
| Total Stockholders' Deficit | (1,006,127 | ) | (247,376 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 99,551 | $ | 735,496 | ||||
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| For the Three | For the Three | For the Period from | ||||||||||
| Months Ended | Months Ended | May 28,2003 (Inception) | ||||||||||
March 31, 2010 | March 31, 2009 | to March 31, 2010 | ||||||||||
| REVENUE | $ | - | $ | - | $ | 26,695 | ||||||
| OPERATING EXPENSES | ||||||||||||
| Drilling costs and expenses | - | - | 51,886 | |||||||||
| General and administrative | 148,730 | 16,358 | 1,997,435 | |||||||||
| Professional fees | 10,297 | 12,609 | 168,812 | |||||||||
| Amortization | - | - | 33,400 | |||||||||
| Impairment of investment in oil and gas leases | - | - | 247,931 | |||||||||
| Impairment of bio-fuels plant development contract | - | - | 36,717,235 | |||||||||
| Total Operating Expenses | 159,027 | 28,967 | 39,216,699 | |||||||||
| LOSS FROM CONTINUING OPERATIONS | (159,027 | ) | (28,967 | ) | (39,190,004 | ) | ||||||
| OTHER INCOME (EXPENSE) | ||||||||||||
| Interest income | - | 1 | 2,794 | |||||||||
| Interest expense | (7,503 | ) | (6,331 | ) | (80,773 | ) | ||||||
| Total Other Income (Expense) | (7,503 | ) | (6,330 | ) | (77,979 | ) | ||||||
| LOSS FROM CONTINUING OPERATIONS BEFORE | ||||||||||||
| INCOME TAXES | (166,530 | ) | (35,297 | ) | (39,267,983 | ) | ||||||
| Provision for Income Taxes | - | - | - | |||||||||
| LOSS FROM CONTINUING OPERATIONS | (166,530 | ) | (35,297 | ) | (39,267,983 | ) | ||||||
| GAIN ON DISPOSAL OF SUBSIDIARIES | - | - | 745,118 | |||||||||
| LOSS FROM DISCONTINUED OPERATIONS | (594,000 | ) | (504 | ) | (32,733,852 | ) | ||||||
| NET LOSS | (760,530 | ) | (35,801 | ) | (71,256,717 | ) | ||||||
| OTHER COMPREHENSIVE INCOME | ||||||||||||
| Foreign currency translation (loss) gain | (1,221 | ) | 532 | 6,063 | ||||||||
| COMPREHENSIVE LOSS | $ | (761,751 | ) | $ | (35,269 | ) | $ | (71,250,654 | ) | |||
| LOSS PER COMMON SHARE - BASIC AND DILUTED | ||||||||||||
| Continuing operations | $ | (0.00 | ) | $ | (0.00 | ) | ||||||
| Discontinued operations | (0.00 | ) | (0.00 | ) | ||||||||
| $ | (0.00 | ) | $ | (0.00 | ) | |||||||
| Total Basic and Diluted Loss per Common Share | ||||||||||||
| Weighted average number of shares outstanding during the year - | ||||||||||||
| Basic and Diluted | 228,566,500 | 143,742,500 | ||||||||||
(Unaudited)
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | |||||||||||||
| September 30, | September 30, | June 30, | June 30, | |||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||
| Operating Expenses: | ||||||||||||||||
| Administrative expenses -related party | $ | 93,364 | $ | 100,035 | $ | 309,713 | $ | 460,185 | ||||||||
| Total operating expenses | 93,364 | 100,035 | 309,713 | 460,185 | ||||||||||||
| (Loss) from operations | (93,364 | ) | (100,035 | ) | (309,713 | ) | (460,185 | ) | ||||||||
| Other expense | - | - | - | - | ||||||||||||
| Other (expense) net | - | - | - | - | ||||||||||||
| Income (loss) before provision for income taxes | (93,364 | ) | (100,035 | ) | (309,713 | ) | (460,185 | ) | ||||||||
| Provision for income taxes | - | - | - | - | ||||||||||||
| Net (Loss) | $ | (93,364 | ) | $ | (100,035 | ) | $ | (309,713 | ) | $ | (460,185 | ) | ||||
| Basic and diluted earnings(loss) per common share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted average number of shares outstanding | 1,994,657,080 | 1,994,657,080 | 1,994,657,080 | 1,994,657,080 | ||||||||||||
The accompanying notes to unaudited condensed consolidatedare an integral part of these financial statements.
4
C2E ENERGY, INC. & SUBSIDIARIES
STATEMENTS OF CHANGES IN STOCKHOLDERS'STOCKHOLDERS’ EQUITY (DEFICIT)
| Accumulated | Accumulated | |||||||||||||||||||||||||||||||||||
| Additional | Deficit During | Other | Deferred | |||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-In | Development | Comprehensive | Stock | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Stage | Income | Compensation | Total | ||||||||||||||||||||||||||||
| Common stock issued to founders for cash ($.03 per share) | - | $ | - | 7,500 | $ | 1 | $ | 249 | $ | - | $ | - | $ | - | $ | 250 | ||||||||||||||||||||
| Common stock issued for license ($.03 per share | - | - | 49,500,000 | 4,950 | 1,645,050 | - | - | - | 1,650,000 | |||||||||||||||||||||||||||
| Common stock issued to officer as compensation ($.03 per share) | - | - | 21,375,000 | 2,138 | 710,362 | - | - | - | 712,500 | |||||||||||||||||||||||||||
| Common stock issued for cash ($.03 per share) | - | - | 2,400,000 | 240 | 79,760 | - | - | - | 80,000 | |||||||||||||||||||||||||||
| Common stock issued for cash ($.15 per share) | - | - | 833,334 | 83 | 124,917 | - | - | - | 125,000 | |||||||||||||||||||||||||||
| Common stock issued to consultant for services ($.03 per share) | - | - | 24,600,000 | 2,460 | 817,540 | - | - | - | 820,000 | |||||||||||||||||||||||||||
| Net loss for the period from May 28, 2003 (inception) to December 31, 2003 | - | - | - | - | - | (1,737,805 | ) | - | - | (1,737,805 | ) | |||||||||||||||||||||||||
| Balance, December 31, 2003 | - | - | 98,715,834 | 9,872 | 3,377,878 | (1,737,805 | ) | - | - | 1,649,945 | ||||||||||||||||||||||||||
| Common stock issued for cash ($.15 per share) | - | - | 2,016,693 | 202 | 302,301 | - | - | - | 302,503 | |||||||||||||||||||||||||||
| Net loss, 2004 | - | - | - | - | - | (551,203 | ) | - | - | (551,203 | ) | |||||||||||||||||||||||||
| Balance, December 31, 2004 | - | - | 100,732,527 | 10,074 | 3,680,179 | (2,289,008 | ) | - | - | 1,401,245 | ||||||||||||||||||||||||||
| Common stock issued in reverse merger | - | - | 33,292,500 | 3,329 | (3,329 | ) | - | - | - | - | ||||||||||||||||||||||||||
| Common stock issued to officer for services ($.01 per share) | - | - | 15,000,000 | 1,500 | 148,500 | - | - | - | 150,000 | |||||||||||||||||||||||||||
| Common stock cancelled related to license rights ($.01 per share) | - | - | (49,500,000 | ) | (4,950 | ) | (490,050 | ) | - | - | - | (495,000 | ) | |||||||||||||||||||||||
| In-kind contribution | - | - | - | - | 12,000 | - | - | - | 12,000 | |||||||||||||||||||||||||||
| Warrants issued for non-exclusive license | - | - | - | - | 143,238 | - | - | - | 143,238 | |||||||||||||||||||||||||||
| Net loss, 2005 | - | - | - | - | - | (1,696,989 | ) | - | - | (1,696,989 | ) | |||||||||||||||||||||||||
| Balance, December 31, 2005 | - | - | 99,525,027 | 9,953 | 3,490,538 | (3,985,997 | ) | - | - | (485,506 | ) | |||||||||||||||||||||||||
(Unaudited)
| Additional | Total | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Value | Shares | Value | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance, December 31, 2020 | - | $ | - | 1,994,657,080 | $ | 199,466 | $ | 70,558,869 | $ | (70,763,335 | ) | $ | (5,000 | ) | ||||||||||||||
| Net loss | - | - | - | (29,745 | ) | (29,745 | ) | |||||||||||||||||||||
| Balance, March 31, 2021 | - | $ | - | 1,994,657,080 | $ | 199,466 | $ | 70,558,869 | $ | (70,793,080 | ) | $ | (34,745 | ) | ||||||||||||||
| Net loss | (330,405 | ) | (330,405 | ) | ||||||||||||||||||||||||
| Issuance of preferred stock for services | 10,000,000 | 1,000 | - | 249,000 | 250,000 | |||||||||||||||||||||||
| Forgiveness of related party debt | 49,623 | 49,623 | ||||||||||||||||||||||||||
| Balance, June 30, 2021 | 10,000,000 | $ | 1,000 | 1,994,657,080 | $ | 199,466 | $ | 70,857,492 | $ | (71,123,485 | ) | $ | (65,527 | ) | ||||||||||||||
| Forgiveness of related party debt | - | - | 49,623 | - | 49,623 | |||||||||||||||||||||||
| Balance, September 30, 2021 | 10,000,000 | $ | 1,000 | 1,994,657,080 | $ | 199,466 | $ | 70,907,115 | $ | (71,123,485 | ) | $ | (15,903 | ) | ||||||||||||||
| Additional | Total | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Value | Shares | Value | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance, December 31, 2021 | 10,000,000 | $ | 1,000 | - | $ | 199,466 | $ | 70,857,492 | $ | (71,328,673 | ) | $ | (270,715 | ) | ||||||||||||||
| Net loss | - | - | - | (117,795 | ) | (117,795 | ) | |||||||||||||||||||||
| Balance, March, 2022 | 10,000,000 | $ | 1,000 | - | $ | 199,466 | $ | 70,857,492 | $ | (71,446,468 | ) | $ | (388,510 | ) | ||||||||||||||
| Net loss | - | - | - | (98,554 | ) | (98,554,300 | ) | |||||||||||||||||||||
| Balance, June 30, 2022 | 10,000,000 | $ | 1,000 | - | $ | 199,466 | $ | 70,857,492 | $ | (71,545,022 | ) | $ | (487,064 | ) | ||||||||||||||
| Net loss | - | - | - | (93,364 | ) | (93,364 | ) | |||||||||||||||||||||
| Balance, September 30, 2022 | 10,000,000 | $ | 1,000 | - | $ | 199,466 | $ | 70,857,492 | $ | (71,638,386 | ) | $ | (580,428 | ) | ||||||||||||||
The accompanying notes to unaudited condensed consolidatedare an integral part of these financial statements.
5
C2E ENERGY, INC. & SUBSIDIARIES
| Accumulated | Accumulated | |||||||||||||||||||||||||||||||||||
| Additional | Deficit During | Other | Deferred | |||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-In | Development | Comprehensive | Stock | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Stage | Income | Compensation | Total | ||||||||||||||||||||||||||||
| In-kind contribution | - | - | - | - | 12,000 | - | - | - | 12,000 | |||||||||||||||||||||||||||
| Common stock cancelled in connection with exchange of ownership in CardioBioMedical Corporation to its original stockholders | - | - | (66,232,527 | ) | (6,623 | ) | (3,211,742 | ) | 3,745,592 | - | - | 527,227 | ||||||||||||||||||||||||
| Common stock issued to purchase investment in oil and gas leases ($.003 per share) | - | - | 60,000,000 | 6,000 | 159,000 | - | - | - | 165,000 | |||||||||||||||||||||||||||
| Net loss, 2006 | - | - | - | - | - | (140,836 | ) | - | - | (140,836 | ) | |||||||||||||||||||||||||
| Balance, December 31, 2006 | - | - | 93,292,500 | 9,330 | 449,796 | (381,241 | ) | - | - | 77,885 | ||||||||||||||||||||||||||
| In-kind contribution | - | - | - | - | 12,000 | - | - | - | 12,000 | |||||||||||||||||||||||||||
| Common shares issued to acquire 100% of outstanding common shares of Uranium Acquisition Corp., Inc. | - | - | 15,000,000 | 1,500 | 4,248,500 | - | - | - | 4,250,000 | |||||||||||||||||||||||||||
| Net loss, 2007 | - | - | - | - | - | (4,635,418 | ) | - | - | (4,635,418 | ) | |||||||||||||||||||||||||
| Balance, December 31, 2007 | - | - | 108,292,500 | 10,830 | 4,710,296 | (5,016,659 | ) | - | - | (295,533 | ) | |||||||||||||||||||||||||
| In-kind contribution | - | - | - | - | 12,000 | - | - | - | 12,000 | |||||||||||||||||||||||||||
| Common stock issued to consultant for services ($.82 per share) | - | - | 450,000 | 45 | 367,455 | - | - | - | 367,500 | |||||||||||||||||||||||||||
| Common shares issued to acquire 100% of outstanding common shares of ALG Bio Oils Ltd. | - | - | 35,000,000 | 3,500 | 21,696,500 | - | - | - | 21,700,000 | |||||||||||||||||||||||||||
| Other comprehensive income | - | - | - | - | - | - | 3,434 | - | 3,434 | |||||||||||||||||||||||||||
| Net loss, 2008 | - | - | - | - | - | (22,111,044 | ) | - | - | (22,111,044 | ) | |||||||||||||||||||||||||
| Balance, December 31, 2008 | - | - | 143,742,500 | 14,375 | 26,786,251 | (27,127,703 | ) | 3,434 | - | (323,643 | ) | |||||||||||||||||||||||||
| Accumulated | Accumulated | |||||||||||||||||||||||||||||||||||
| Additional | Deficit During | Other | Deferred | |||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-In | Development | Comprehensive | Stock | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Stage | Income | Compensation | Total | ||||||||||||||||||||||||||||
| In-kind contribution | - | - | - | - | 12,000 | - | - | - | 12,000 | |||||||||||||||||||||||||||
| Additional common shares issued in connection with acquisition of ALG Bio Oils Ltd. ($.20 per share) | - | - | 75,000,000 | 7,500 | 14,992,500 | - | - | - | 15,000,000 | |||||||||||||||||||||||||||
| Common shares issued to acquire 51% of outstanding common shares of H-Power (Pty) Ltd. ($.58 per share) | - | - | 65,000,000 | 6,500 | 37,693,500 | - | - | - | 37,700,000 | |||||||||||||||||||||||||||
| Common stock issued to consultant of ALG Bio Oils Ltd. for services ($.58 per share) | - | - | 1,356,500 | 135 | 786,635 | - | - | - | 786,770 | |||||||||||||||||||||||||||
| Common stock issued to consultant of H-Power (Pty) Ltd. for services ($.27 per share) | - | - | 2,200,000 | 220 | 593,780 | - | - | - | 594,000 | |||||||||||||||||||||||||||
| Common shares issued to officer for services rendered ($.08 per share) | 5,000,000 | 500 | 399,500 | - | - | - | 400,000 | |||||||||||||||||||||||||||||
| Common stock issued for cash ($.12 per share) | - | - | 1,267,500 | 127 | 152,412 | - | - | - | 152,539 | |||||||||||||||||||||||||||
| Cancellation of shares originally issued to acquire 51% of outstanding common shares of H-Power (Pty) Ltd. ($.23 per share) | (65,000,000 | ) | (6,500 | ) | (14,943,500 | ) | (14,950,000 | ) | ||||||||||||||||||||||||||||
| Other comprehensive income | - | - | - | - | - | - | 3,850 | - | 3,850 | |||||||||||||||||||||||||||
| Net loss, 2009 | - | - | - | - | - | (39,622,892 | ) | - | - | (39,622,892 | ) | |||||||||||||||||||||||||
| Balance, December 31, 2009 | - | - | 228,566,500 | 22,857 | 66,473,078 | (66,750,595 | ) | 7,284 | - | (247,376 | ) | |||||||||||||||||||||||||
| In-kind contribution | - | - | - | - | 3,000 | - | - | - | 3,000 | |||||||||||||||||||||||||||
| Other comprehensive (loss) | - | - | - | - | - | - | (1,221 | ) | - | (1,221 | ) | |||||||||||||||||||||||||
| Net loss, three months ended March 31, 2010 | - | - | - | - | - | (760,530 | ) | - | - | (760,530 | ) | |||||||||||||||||||||||||
| Balance, March 31, 2010 | - | - | $ | 228,566,500 | $ | 22,857 | $ | 66,476,078 | $ | (67,511,125 | ) | $ | 6,063 | $ | - | $ | (1,006,127 | ) | ||||||||||||||||||
STATEMENTS OF CASH FLOWS
| For the Three | For the Three | For the Period from | ||||||||||
| Months Ended | Months Ended | May 28,2003 (Inception) | ||||||||||
| March 31, 2010 | March 31, 2009 | to March 31, 2010 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net loss | $ | (760,530 | ) | $ | (35,801 | ) | $ | (71,256,717 | ) | |||
| Net loss from discontinued operations | (594,000 | ) | (504 | ) | (31,988,734 | ) | ||||||
| Loss from continuing operations | (166,530 | ) | (35,297 | ) | (39,267,983 | ) | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| In-kind contribution | 3,000 | 3,000 | 36,000 | |||||||||
| Stock issued for services | - | - | 1,198,769 | |||||||||
| Amortization | - | - | 33,400 | |||||||||
| Impairment of investment in oil and gas leases | - | - | 247,931 | |||||||||
| Impairment of bio-fuels plant development contract | - | - | 21,717,055 | |||||||||
| Impairment in plant commissioning | - | - | 15,000,000 | |||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Increase in accounts payable and accrued expenses | 120,219 | 11,961 | 748,168 | |||||||||
| Cash flows from operating activities in continuing operations | (43,311 | ) | (20,336 | ) | (286,660 | ) | ||||||
| Cash flows from operating activities in discontinued operations | - | (1,029 | ) | (440,497 | ) | |||||||
| Net Cash Used In Operating Activities | (43,311 | ) | (21,365 | ) | (727,157 | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Loans receivable | 87,738 | - | (641,851 | ) | ||||||||
| Loan receivable - Hylem Water (Pty) Ltd. | (25,780 | ) | (25,780 | ) | ||||||||
| Purchase of property and equipment | - | - | (116,331 | ) | ||||||||
| Purchase of website | - | - | (1,000 | ) | ||||||||
| Acquisition of ALG Bio Oils Ltd. net of cash purchased | - | - | 180 | |||||||||
| Cash flows from investing activities in continuing operations | 61,958 | - | (784,782 | ) | ||||||||
| Cash flows from investing activities in discontinued operations | - | - | - | |||||||||
| Net Cash Provided By (Used In) Investing Activities | 61,958 | - | (784,782 | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Proceeds from common stock | - | - | 152,539 | |||||||||
| Repayment of stockholder's loans | (35,693 | ) | - | (51,628 | ) | |||||||
| Proceeds from loans payable - related parties | 38,280 | 21,533 | 383,938 | |||||||||
| Cash flows from financing activities in continuing operations | 2,587 | 21,533 | 484,849 | |||||||||
| Cash flows from financing activities in discontinued operations | - | - | 1,043,118 | |||||||||
| Net Cash Provided By Financing Activities | 2,587 | 21,533 | 1,527,967 | |||||||||
| EFFECT ON EXCHANGE RATE ON CASH | (1,221 | ) | 532 | 8,892 | ||||||||
| NET INCREASE IN CASH | 20,013 | 700 | 24,920 | |||||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 4,907 | 1,196 | - | |||||||||
| CASH AND CASH EQUIVALENTS AT END OF YEAR | $ | 24,920 | $ | 1,896 | $ | 24,920 | ||||||
(Unaudited)
| Nine Months Ended | Nine Months Ended | |||||||
| September 30, | September 30, | |||||||
| 2022 | 2021 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | (309,713 | ) | $ | (460,185 | ) | ||
| Stock based compensation | - | 250,000 | ||||||
| Changes is assets and liabilities: | ||||||||
| Accounts payable | 259,318 | 140,527 | ||||||
| Net cash (used for) operating activities | (50,395 | ) | (69,658 | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Net cash provided by (used for) investing activities | - | - | ||||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from related party loans | 50,395 | 69,658 | ||||||
| Net cash provided by financing activities | 50,395 | 69,658 | ||||||
| Net Increase (Decrease) In Cash | - | - | ||||||
| Cash At The Beginning Of The Period | - | - | ||||||
| Cash At The End Of The Period | $ | - | $ | - | ||||
The accompanying notes to unaudited condensed consolidatedare an integral part of these financial statements.
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C2E ENERGY, INC. & SUBSIDIARIES
| For the Three | For the Three | For the Period from | ||||||||||
| Months Ended | Months Ended | May 28,2003 (Inception) | ||||||||||
| March 31, 2010 | March 31, 2009 | to March 31, 2010 | ||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||||||
| Cash paid for interest | $ | - | $ | - | $ | - | ||||||
| Cash paid for income taxes | $ | - | $ | - | $ | 1,824 | ||||||
NOTES TO CONDENSED CONSOLIDATEDUNAUDITED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND DESCRIPTION OF MARCH 31, 2010
C2E Energy, Inc.(‘the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.
| Three months ended | ||||||||||||
| March 31, | Inception | |||||||||||
| 2010 | 2009 | |||||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Operating Expenses | (594,000 | ) | (504 | ) | (32,733,852 | ) | ||||||
| Gain on disposal of subsidiaries | - | - | 745,118 | |||||||||
| Loss from discontinued operations | $ | (594,000 | ) | $ | (504 | ) | $ | (31,988,734 | ) | |||
Three Months Ended March 31, 2010 | Bio-fuels | Other | Consolidated | |||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Interest expense | - | (7,503 | ) | (7,503 | ) | |||||||
| Net Loss | (9,851 | ) | (750,679 | ) | (760,530 | ) | ||||||
| Total Assets | 72,155 | 27,396 | 99,551 | |||||||||
| Total Liabilities | 49,349 | 1,056,329 | 1,105,678 | |||||||||
Three Months Ended March 31, 2009 | Bio-fuels | Other | Consolidated | |||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Interest expense | - | (6,331 | ) | (6,331 | ) | |||||||
| Net Loss | (1,839 | ) | (33,962 | ) | (35,801 | ) | ||||||
| Total Assets | 764 | 2,132 | 2,896 | |||||||||
| Total Liabilities | 23,166 | 653,031 | 676,197 | |||||||||
As an initial step, the Company licensed the rights to a portable gym subject to patent protection in the United States, which was eligible to be marketed under the trademark Better Buns. It was the Company'sCompany’s intention for this product to be its first direct-marketed product. The Company was unsuccessful in its attempts to raise funding to pursue this goal and in May 2005, received notice that it was in breach of its license agreement for the Better Buns product and that the license was being terminated. Since inception to date, the Company has not generated any revenues through the sale of the Better Buns product or otherwise and has not engaged in any marketing activities due to limited funds and resources.
In September 2005, the Company changed focus in connection with the Merger of a wholly-owned subsidiary of the Company and CardioBioMedical Corporation (“CBM”), a Delaware corporation. The subsidiary merged with and into CBM, with CBM as the surviving corporation which became a subsidiary of the Company. The consideration for the merger consisted of 66,232,527 shares of the Company common stock, $.0001 par value, payable on a one-for-one basis to the consenting shareholders of CBM and a warrant, exercisable beginning January 1, 2008, to purchase shares of the Company common stock at a purchase price of $.003 per share payable to the sole warrant holder of CBM in exchange for an equivalent CBM warrant.
The new objective of the Company was to establish a medical device, the Cardio Spectrum Diagnostic System as the standard of care for the detection of early-stage ischemic heart disease. The Company’s strategy consisted of (i) attempting to obtain insurance reimbursement for the performance of the diagnostic test (ii) establish the device with cardiologists and (iii) finally gain acceptance and use by other physician specialties and hospitals. The Company was unsuccessful in its attempts to obtain insurance reimbursement and marketing CSD.
On April 21, 2006, we began the realization of our new strategy by purchasing a 10%10% working interest in oil and gas leases in Texas from Centurion Gold Holdings, Inc., a related public company.
On November 21, 2007, we entered into a new phase of our strategy by acquiring a Uranium Prospect known as Springbok Flats in the Bela Bela District of South Africa.
On January 15, 2008, the Company’s well operator determined that the Leslie 1 Well of BBB Area, Wharton Texas, was no longer commercially viable and the well was plugged and abandoned.
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On June 16, 2008, the Company acquired ALG Bio Oils Limited, which in turn owns 100%100% of ALG Western Oils (Pty) Ltd. ALG Western Oils has the technology to make bio fuelbiofuel from algae and has entered into a Letter of Intent with Xstrata Alloys to begin a bio fuelbiofuel project at the Boshoek smelter in South Africa. The construction of the pilot plant was completed during the quarter ended June 30, 2009 and is undergoing various tests. This acquisition continues the Company’s strategy of investing in energy relatedenergy-related enterprises.
The Company intendsintended to expand the making of bio fuelsbiofuels from algae to other large mining Companiescompanies in South Africa.
On May 26, 2009, the Company acquired 51%51% of H-Power (Pty) Ltd. H-Power (Pty) Limited, a South African registered company, which owns an exclusive license to develop and market batteries based on patented Hybrid Battery Technology worldwide. However, on August 27, 2009, the Company entered into an agreement to cancel the purchase of the 51%51% of H-Power (Pty) Ltd. H-Power required substantial capital as well as a partner to develop a production line for the batteries based on its patented Hybrid Battery Technology. Despite making large loans
Prior to H-PowerFebruary 2021, the Company has been dormant for the approximately the last eight years.
On February 10, 2021, as a result of a custodianship in Palm Beach, Florida Case Number: 502020CA013695XXXXMB AB, Custodian Ventures LLC (“Custodian”) was not ableappointed custodian of the Company. David Lazar is the managing member of Custodian.
On February 10, 2021, the Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors.
On September 28, 2021, as a result of a private transaction, shares of Series A Preferred Stock, $par value per share of the Company were transferred from Custodian Ventures, LLC to secureHunthall Limited (the “Purchaser”). As a result, the needed financing orPurchaser became an approximately 67% holder of the voting rights of the issued and outstanding share capital of the Company on a substantial partner. Underfully-diluted basis of the circumstances,Company and became the controlling shareholder. The consideration paid for the Shares was $250,000. The source of the cash consideration for the Shares was personal funds of the Purchaser. In connection with the transaction, David Lazar released the Company from all debts owed to him.
On September 28, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director. At the effective date of the transfer, Arthur Li consented to act as the new President, CEO, CFO, Treasurer, Secretary, and Chairman of the Board of Directors believed it was in the best interests of the CompanyCompany.
Arthur Li has been the Managing Director of Hunthall Limited from October 2019 through the present. From February 2019 to enter intoSeptember 2019, he was a Corporate Finance Executive at Anglo Chinese Group Ltd. From July 2016 to December 2018, Arthur Li was the cancellation agreement. Director of Marketing at Transcosmos America Inc.
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The agreement called for the return of the 65 million common shares originally issued, 4 million common shares issued to consultants and the repayment of all funds advanced since acquisition.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of September 30, 2022, the Company had no cash, negative working capital of $580,428 and an accumulated deficit of $71,638,386.
Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Currently, the Company is being funded by Hunthall Ltd. who has extended interest-free demand loans to the Company. There can no assurance that he will continue to fund the Company.
Management’s Representation of Interim Financial Statements
The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management is requiredbelieves that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reportedreporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimatesthese estimates.
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Cash and cash equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On September 30, 2022, and December 31, 2021, the differences could be material.
Income Taxes
The Company accounts for income taxes under FASB ASC 740, “Accounting Standards Codification No. 740, for Income TaxesTaxes”. Under FASB ASC No. 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC No. 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company accounts for any impairment in accordance with FASB Accounting Standards Codification No. 350, Intangibles - Goodwill and Other. Under FASB ASC No. 350, intangible assets are reviewed for evidence or changes in circumstances that indicate that their carrying value may not be recoverable. The Company periodically reviewsassesses the carrying valuevalidity of its conclusions regarding uncertain tax positions quarterly to determine whetherif facts or not an impairmentcircumstances have arisen that might cause it to such value has occurred.
Net loss per common share is computed by dividing net loss by the Company is the United States Dollar. The financial statements of the Company are translated to United States dollars using period-end exchange rates as to assets and liabilities andweighted average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transaction occurred. Net gains and losses resulting from foreign exchange translations are included in the statements of operations and stockholders’ deficit as other comprehensive income (loss).
Recent Accounting Pronouncements
There are no recent accounting pronouncements that impact the Company’s operations.
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NOTE 3 – ACCOUNTS PAYABLE -RELATED PARTY AND NOTES PAYABLE-RELATED PARTY
As of September 30, 2022 and December 31, 2021 there was $392,527 and 140,527 in accounts payable due to related parties of Hunthall Ltd. for service performed. Additionally, as of September 30, 2022, and December 31, 2021, the balances of notes payable related party were $180,583 and $130,188, respectively. These interest-free demand loans are being extended by Hunthall Limited.
NOTE 4 – EQUITY
Common Stock
The Company has authorized shares of $par value, common stock. As of September 30, 2022, and December 31, 2021, there were shares of Common Stock issued and outstanding.
The Company did not issue any common shares in nine months ended 2022 or in the 2021 year.
Preferred Stock
The Company has authorized shares of Series A Preferred Stock at a par value of $. As of September 30, 2022, and December 31, 2021, there were and -0- shares issued and outstanding, respectively. The preferred shares are convertible to common shares at a ratio of 40 to 1.
NOTE 5 – COMMITMENTS AND CONTINGENCIES
The Company did not have any contractual commitments as of September 30, 2022, and December 31, 2021.
NOTE 6 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management has performed an Accounting Standard Update (“ASU”) No. 2009-13, which addressesevaluation of subsequent events through the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provideddate that the guidance is retroactively appliedfinancial statements were available to the beginning of the year of adoption. The Companybe issued and has determined that it does not expect the adoption of ASU No. 2009-13 to have any effect on itsmaterial subsequent events to disclose in these financial statements upon its required adoption on January 1, 2011.statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and PlanResults of Operations
Organizational History of the Company acquired ALG Bio Oils Limited, which in turn owns 100% of ALG Western Oils (Pty) Ltd. ALG Western Oilsand Overview
No Current Operations
The Company has no operations at this time and currently does not have any principal products or services, customers, or intellectual property. As the technologyCompany has no current operations, it also currently is not subject to make bio fuel from algae and has entered into a Letter of Intent with Xstrata Alloys to begin a bio fuel project at the Boshoek smelter in South Africa.
Plan of algae to be used in the pilot project with Xstrata Alloys. During the quarter ended June 30, 2009, the pilot plant was assembled at Boshoek and is currently running and being tested. Operation
The Company expectshas no operations from a continuing business other than the pilot plantexpenditures related to be fully functional and most tests completed during the second quarter of 2010.
Management intends to explore and identify business opportunities within the three months ended March 31, 2010, Global Investment Group, Inc.U.S., including a third party, loaned the Companypotential acquisition of an additional $12,500operating entity through a reverse merger, asset purchase, or similar transaction. Our Chief Executive Officer has experience in payment of operating expenses. The loans bear interest at 10% per annum, are unsecured and are due on demand.
We do not currently engage in any business activities that provide revenue or cash flow. During the next 12-month period, we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.
Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or a merger with, an entity which desires access to the U.S. capital markets.
As of the date of this Report, our management has received verbal assurances fromnot had any discussions with any representative of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the related parties referredearly stages of development. In such event, we expect to abovebe subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that such fundingwe will continue as needed. Based on these assurances,properly ascertain or assess all significant risks.
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Our management expectsanticipates that the Companywe will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.
We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.
Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be very dilutive.
Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, its interestimplement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in ALG Bio Oils Ltd.addressing such risks, and execute its planthe failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these financial statements requires us to make estimates and continue as a going concern.assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
Our significant accounting policies are fully described in Note 2 to our financial statements appearing elsewhere in this Quarterly Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.
13
Off-Balance Sheet Arrangements
None.
Item 3. Quantitative andAnd Qualitative Disclosures aboutAbout Market Risk.
As a smaller reporting companies.
Item 4T.4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
Our management is responsible for establishing and maintaining a system of “disclosure controls and proceduresprocedures” (as defined in RulesRule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that areis designed to ensure that information required to be disclosed by us in the company'sreports that we file or submit under the Exchange Act reports is recorded, processed, summarized, and reported, within the time periods specified in the SEC'sCommission’s rules and forms,forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company'sissuer’s management, including its Chief Executive Officerprincipal executive officer or officers and Chief Financial Officer,the principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the endExchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
| ● | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of September 30, 2022, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the period coveredfollowing material weaknesses:
| ● | The Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources. |
| ● | The Company does not have an independent board of directors or an audit committee. |
| ● | The Company does not have written documentation of our internal control policies and procedures. |
| ● | All of the Company’s financial reporting is carried out by a financial consultant. |
We plan to rectify these weaknesses by this quarterly report. Based upon that evaluation, the Chief Executive Officerimplementing an independent board of directors, establishing written policies and the Chiefprocedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.
Changes in Internal Control over Financial Officer concluded that there is a material weaknessReporting.
There have been no change in our internal control over financial reporting and that our financial reporting controls were not effective. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
15
PART II-OTHERII OTHER INFORMATION
Item 1. Legal Proceedings
The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party toor which any legal proceedings as of its property is the date of this Form 10Q.
Item 1A. Risk Factors.
Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-K for the period ended December 31, 2021, filed April 6, 2021, which sections are incorporated by reference into this report, as the same may be updated from time to time. Prospective investors are encouraged to consider the risks described in our 2020 Form 10-K, and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Report, and other information publicly disclosed or contained in documents we file with the Securities and Exchange Commission before purchasing our securities.
As a smaller reporting company, the Company is not required to disclose material changes to the Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Removed and Reserved
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits and ReportsExhibits.
The exhibits listed on Form 8-K.the Exhibit Index below are provided as part of this report.
| Exhibit No. | Description | |
| 31.1* | Certification of principal executive and financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. | |
| 32.1* | Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended. | |
| 101.INS* | XBRL INSTANCE | |
| 101.SCH* | XBRL TAXONOMY EXTENSION SCHEMA | |
| 101.CAL* | XBRL TAXONOMY EXTENSION CALCULATION | |
| 101.DEF* | XBRL TAXONOMY EXTENSION DEFINITION | |
| 101.LAB* | XBRL TAXONOMY EXTENSION LABELS | |
| 101.PRE* | XBRL TAXONOMY EXTENSION PRESENTATION |
| * | Filed herewith. |
SIGNATURES
Pursuant to Rule 13a-15(e) and 15(d)-15(e)the requirements of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| C2E ENERGY, INC. | |||
| Dated: November 10, 2022 | By: | /s/ Arthur | Li |
| Arthur | |||
Chief Executive Officer and Chief Financial Officer Principal Executive Officer, | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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