SEC Info - 808 Renewable Energy Corp. - ‘10-Q’ for 9/30/22

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		Alternative Formats (Word, et al.) Condensed Consolidated Balance Sheets -- September 30, 2022 and December 31, 2021 Condensed Consolidated Balance Sheets (unaudited) for September 30, 2022 and December 31, 2021 Condensed Consolidated Statement of Changes in Stockholders' Equity -- Nine months Ended September 30, 2022 and 2021 Condensed Consolidated Statements of Cash Flows -- Nine Months Ended September 30, 2022 and 2021 Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2022 and 2021 Condensed Consolidated Statements of Operations -- Nine Months Ended September 30, 2022 and 2021 Condensed Consolidated Statements of Operations -- Three Months Ended September 30, 2022 and 2021 Condensed Consolidated Statements of Operations (unaudited) for the nine months ended September 30, 2022 and 2021 Condensed Consolidated Statements of Operations (unaudited) for the three months ended September 30, 2022 and 2021 Condensed Consolidated Statements of Stockholders' Deficit (unaudited) for the nine months ended September 30, 2022 Controls and Procedures Defaults Upon Senior Securities Exhibits Item 1 Item 1A Item 2 Item 3 Item 4 Item 5 Item 6 Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Nine Months Ended September 30, 2022 and 2021 Notes to Condensed Consolidated Financial Statements (unaudited) Notes to Financial Statements Other Information Part Ii -- Other Information Quantitative and Qualitative Disclosures about Market Risk Risk Factors September 30, 2022 and December 31, 2021 Signatures Table of Contents Three Months Ended September 30, 2022 and 2021 Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Condensed Consolidated Balance Sheets (unaudited) for September 30, 2022 and December 31, 2021
"	Condensed Consolidated Balance Sheets -- September 30, 2022 and December 31, 2021
"	Condensed Consolidated Statements of Operations (unaudited) for the nine months ended September 30, 2022 and 2021
"	Condensed Consolidated Statements of Operations -- Nine Months Ended September 30, 2022 and 2021
"	Condensed Consolidated Statements of Operations (unaudited) for the three months ended September 30, 2022 and 2021
"	Condensed Consolidated Statements of Operations -- Three Months Ended September 30, 2022 and 2021
"	Condensed Consolidated Statements of Stockholders' Deficit (unaudited) for the nine months ended September 30, 2022
"	Condensed Consolidated Statement of Changes in Stockholders' Equity -- Nine months Ended September 30, 2022 and 2021
"	Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2022 and 2021
"	Condensed Consolidated Statements of Cash Flows -- Nine Months Ended September 30, 2022 and 2021
"	Notes to Condensed Consolidated Financial Statements (unaudited)
"	Notes to Financial Statements
"	Item 2
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3
"	Quantitative and Qualitative Disclosures about Market Risk
"	Item 4
"	Controls and Procedures
"	Part Ii -- Other Information
"	Item 1
"	Legal Proceedings
"	Item 1A
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Item 5
"	Item 6
"	Exhibits
"	Signatures

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. i Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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). i 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 an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. i ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of November 18, 2022, the Company had i 1,395,221,422 outstanding shares of its common stock, par value $0.00001.

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

The Company derives its revenues from the sale of gyroplane kits to the general public. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its contracts:

ASC 805 requires that any excess of purchase price over the fair value of assets acquired, including identifiable intangibles and liabilities assumed be recognized as goodwill and any excess of fair value of acquired net assets, including identifiable intangible assets over the acquisition consideration results in a gain from bargain purchase. Prior to recording a gain, the acquiring entity must reassess whether assets acquired and assumed liabilities have been identified and recognized and perform re-measurements to verify that the consideration paid, assets acquired and liabilities assumed have been properly valued.

Financial and non-financial assets and liabilities are classified within the valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. The Company’s policy is to recognize transfers in and out of the fair value hierarchy as of the end of the reporting period in which the event or change in circumstances caused the transfer. The Company has consistently applied the valuation techniques discussed below in all periods presented. The hierarchy is organized into three levels based on the reliability of the inputs as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities; or

Level 2: Quoted prices in active markets for similar assets and liabilities and inputs, quoted prices for identical or similar assets or liabilities in markets that are not active and model-derived valuations whose inputs or significant value drivers are observable; or

Level 3: Unobservable pricing inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

On September 29, 2014, the Board of Directors established the Series D Preferred Stock, consisting of i 8,000,000 shares with no par value. The Series D Preferred Stock shareholders are entitled to receive cumulative quarterly dividends at the rate of $ i 0.15 per share per annum and will share in any liquidation, or dissolution, preference to any other distribution to the holders of common shares, an amount equal to $1.25 for each outstanding share. The holders of the Series D Preferred Stock shall have the right to convert, at their option, 24 months after the date of issuance, into common shares at a price equivalent to 40% of the Company’s average market price for ten trading days prior to conversion. The Series D Preferred Stock will automatically convert to common stock upon the earlier of (i) 24 months from the purchase date or (ii) the date specified by written consent or agreement of the holders of a majority of the outstanding shares of Series D Preferred Stock. At September 30, 2022 there are no shares of Series D Preferred Stock issued and outstanding.

On November 14, 2018, the Board of Directors established the Series F Preferred Stock, consisting of i 1,500,000 shares with a par value of $ i 0.001 per share. The Series F Preferred Stock shareholders shall have the right, at their option, at any time at the date of issuance, into common shares of the Company equal to 0.00006% of the total issued and outstanding share of common stock of the Company upon conversion, the number of common shares to be issued shall represent the same percentage of the issued and outstanding shares of common stock that the Series F Preferred Stockholder had prior to conversion. At September 30, 2022, there are no shares of Series F Preferred Stock issued and outstanding.

The Company’s capital stock at September 30, 2022 and December 31, 2021 consists of i 2,500,000,000 authorized shares of $ i 0.00001 and $ i 0.001 par value common stock, respectively, and there are a total of i 1,395,221,422 and i 1,395,221,422 shares of issued and outstanding, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

808 Renewable Energy Corporation (hereinafter the “Company”, “Our”, “We” or “Us”) is a general aviation and electric vehicle manufacturer and distributor, and our current product lines are AR-1 gyrocopter and electric reverse-trike vehicles, under the name Silverlight Aviation, LLC and Silverlight Electric Vehicle Inc.

Our significant accounting policies are more fully described in the notes to our financial statements included herein for the period ended September 30, 2022.

Any new and recently adopted accounting pronouncements are more fully described in Note 2 to our financial statements included herein for the period ended September 30, 2022.

Revenue. For the three months ended September 30, 2022, we generated revenues of $43,033 as compared to $80,420 for the three months ended September 30, 2021. The decrease was mainly due to the lack of sales in the recession market.

Operating Expenses. For the three months ended September 30, 2022 operating expenses were $127,892 as compared to $106,415 for the three months ended September 30, 2021. The increase is due to the increased costs in parts and facilities of the gyrocopter division

Net Income (Loss) from Operations. The Company’s net loss for the three months ended September 30, 2022 was $(165,437) and for September 30, 2021 was $(92,748). The increase in net loss was due to the increase of facilities cost and increase expenses in parts and freight.

Revenue. For the nine months ended September 30, 2022 we generated revenues of $402,483 as compared to $367,684 for the nine months ended September 30, 2021. The increase in revenue was due to the increase of sales distributors, and varieties of models that were presented to the market for purchase.

Operating Expenses. For the nine months ended September 30, 2022 operating expenses were $349,588 as compared to $246,252 for the nine months ended September 30, 2021. The increase was primarily due to the acquisition of the gyrocopter division.

Net Income (Loss) from Operations. The Company’s net loss for the nine months ended September 30, 2022 was $(539,827) and for September 30, 2021 was $(134,473). The increase of the net loss was primarily due to a reduction of sales and increase in operational and marketing expenses.

Other Income. For the nine months ended September 30, 2022 other income was $37,843 as compared to $37,944 for the nine months ended September 2021. The decrease in other income of $101 was primarily due to variations in forgiveness of PPP loans held by SLA.

We are an early-stage company and have generated insufficient revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

As of September 30, 2022 the Company had cash of $164,593, negative working capital of $569,428 and a total stockholders’ deficit of $(546,190). The Company has yet to achieve profitable operations and while the Company hopes to achieve profitable operations in the future, if not it may need to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s principal sources of liquidity have been cash provided by operating activities, as well as its ability to raise capital. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to become profitable and continue growth for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses, the Company may not be able to achieve profitability. The Company’s ability to continue in existence is dependent on the Company’s ability to achieve profitable operations.

Should we not be able to fulfill our cash needs through the increase of revenue we will need to raise money through outside investors through convertible notes, debt or similar instrument(s), including but not limited to the current outstanding convertible notes. The Company has no committed external source of funds and there is no guarantee we would be able to raise such funds. The Company plans to pay off current liabilities through sales and increase revenue through sales of Company services and or products or through financing activities as mentioned above.

Cash provided by (used) in operating activities – Net cash used in operating activities was $(129,547) for the nine months ended September 30, 2022, and $127,223 for the nine months ended September 30, 2021. The increase is primarily due to the higher net loss for the period from operations.

Cash provided by (used) in investing activities – Net cash used in investing activities was $(119,980) for the nine months ended September 30, 2022 and ($425,139) for the nine months ended September 30, 2021. The decrease in net cash used in investing activities was due to the purchase of subsidiaries in the prior period that did not recur in the period ended September 30, 2022.

Cash provided by (used) financing activities – During the nine months ended September 30, 2022, our net cash used by financing activities was $(67,289) as compared to net cash provided of $968,326 for the nine months ended September 30, 2021. This is primarily as a result of financing for the acquisition of subsidiaries during the prior year.

We do not have any significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

During the nine months ended September 30, 2022, there were no accounting standards and interpretations issued which are expected to have a material impact on the Company’s financial position, operations or cash flows.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

We have performed an evaluation under the supervision and with the participation of our management, including our President and Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2022. Based on that evaluation, our management, including our President, CEO and CFO concluded that our disclosure controls and procedures were not effective as of September 30, 2022 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure due to the material weaknesses described below.

Based on our evaluation under the framework described above, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date: inadequate segregation of duties.

A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

During the quarter ended September 30, 2022, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Neither the Company nor its property is a party to any pending legal proceeding.

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

i Nevada		i 80-0651522
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large, accelerated filer	☐	Accelerated filer	☐
i Non-accelerated Filer	☒	Smaller reporting company	i ☒
		Emerging growth company	i ☒

Condensed Consolidated Balance Sheets – September 30, 2022 and December 31, 2021		5

Condensed Consolidated Statements of Operations – Nine Months Ended September 30, 2022 and 2021		6

Condensed Consolidated Statements of Operations – Three Months Ended September 30, 2022 and 2021		7

Condensed Consolidated Statement of Changes in Stockholders’ Equity – Nine months Ended September 30, 2022 and 2021		8

Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2022 and 2021		9

Notes to Financial Statements		10-15

808 Renewable Energy Corporation and Subsidiary
Consolidated Balance Sheets

	September 30, 2022			December 31, 2021

ASSETS
Current assets
Cash	$	i 164,593		$	i 481,410
Accounts Receivable		i -			i -
Inventory		i 877,310			i 884,738
Loans to Employees		i 1,200			i -
Total current assets		i 1,043,103			i 1,366,148
Other assets
Goodwill		i 693,141			i 693,142
Property, Plant and Equipment, net of accumulated depreciation of $ i 95,442 and $ i 89,058, respectively		i 289,441			i 175,487
Intangible Assets, net of accumulated amortization of $ i 35,650 and $ i 31,000, respectively		i 70,086			i 74,736
Deposits		i 2,000			i 2,000
Total other assets		i 1,054,669			i 945,365
Total assets	$	i 2,097,772		$	i 2,311,513

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Current liabilities
Accounts payable	$	i -		$	i 927
Credit Card Payable		i 45,571			i 17,104
Accrued liabilities		i 9,061			i 3,008
Liabilities, related party		i 1,557,899			i 1,210,245
Loans payable		i -			i -
Loans payable, related party		i -			i -
Total current liabilities		i 1,612,531			i 1,231,284
Long-term liabilities
Note payable, related party		i 1,000,000			i 1,000,000
Note payable - EIDL		i -			i 30,614
Note payable - PPP		i -			i 37,830
Notes payable - Other		i 31,430			i 30,276
Total long-term liabilities		i 1,031,430			i 1,098,720
Total liabilities		i 2,643,961			i 2,330,004

Commitments and Contingencies		i -			i -

STOCKHOLDERS' EQUITY
Preferred Stock, $ i 0.00001 and $ i 0.001 par value, respectively; i 20,000,000 shares authorized; none issued and outstanding at September 30, 2022 and December 31, 2021, respectively		i -			i -
Common Stock, $ i 0.00001 par value and $ i 0.001 par value, respectively; i 2,500,000,000 shares authorized; i 1,395,221,422 outstanding as of September 30, 2022 and December 31, 2021, respectively		i 13,952			i 13,952
Additional paid in capital		i 23,669,777			i 23,669,777
Accumulated deficit		( i 24,200,106	)		( i 23,895,217	)
Non-controlling interest		( i 29,812	)		i 192,997
Total stockholders' equity (deficit)		( i 546,190	)		( i 18,491	)

Total liabilities and stockholders' equity	$	i 2,097,772		$	i 2,311,513

The accompanying notes are an integral part of these financial statements.

808 Renewable Energy Corporation and Subsidiary
Consolidated Statements of Operations

	Three Months Ended			Three Months Ended
	September 30, 2022			September 30, 2021

Sales, net of allowances	$	i 43,033		$	i 80,420

Cost of Sales
Purchases		i 63,048			i 55,490
Labor		i 17,072			i 10,455
Freight and Shipping Costs		i 459			i 808
Total cost of sales		i 80,579			i 66,753
Gross profit		( i 37,545	)		i 13,667

Operating expenses
Advertising		i 585			i 1,635
Amortization		i 1,550			i 1,551
Automobile and Truck Expense		i 493			i -
Commissions		i -			i -
Consulting		i -			i 9,061
Depreciation Expense		i 2,163			i 1
Dues and Subscriptions		i 11,957			i -
Fuel		i 445			i 327
Legal and professional fees		i 6,817			i 267
Meals and Entertainment		i 160			i 543
Office Expense		i 5,221			i 8,904
Office Salaries and Wages		i 13,246			i -
Officer Salaries		i 16,346			i 50,776
Payroll Tax Expense		i 3,373			i 7,039
Rent		i 59,150			i 5,900
Travel Expense		i 2,496			i -
Utilities		i 947			i 600
General and administrative - other		i 2,942			i 19,812
Total operating expenses		i 127,892			i 106,415

Net Income (Loss) from operations		( i 165,437	)		( i 92,748	)

Other (expenses)
Interest Expense		( i 8,721	)		( i 8,810	)
Other income		i 0			i -

Net Income (Loss) before income taxes		( i 174,158	)		( i 101,558	)

Income taxes		i -			i -

Net Income (Loss) before non-controlling interest		( i 174,158	)		( i 101,558	)

Less non-controlling interest		( i 75,010	)		( i 42,068	)

Net income (loss)	$	( i 99,148	)	$	( i 59,490	)

Net loss per common share
Basic and diluted	$	i -	*	$	i -	*

Weighted average number of common shares
Basic and diluted		i 1,395,221,422			i 1,395,221,422

* Net loss is less than $0.01 per share.

The accompanying notes are an integral part of these financial statements.

808 Renewable Energy Corp. – ‘10-Q’ for 9/30/22

On: Monday, 11/21/22, at 12:07pm ET · For: 9/30/22 · Accession #: 1477932-22-8770 · File #: 0-56313

Previous ‘10-Q’: ‘10-Q’ on 8/22/22 for 6/30/22 · Latest ‘10-Q’: This Filing

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited) for September 30, 2022 and December 31, 2021	5
	Condensed Consolidated Statements of Operations (unaudited) for the nine months ended September 30, 2022 and 2021	6
	Condensed Consolidated Statements of Operations (unaudited) for the three months ended September 30, 2022 and 2021	7
	Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) for the nine months ended September 30, 2022	8
	Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2022 and 2021	9
	Notes to Condensed Consolidated Financial Statements (unaudited)	10-15

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18
Item 4.	Controls and Procedures	18

PART II – OTHER INFORMATION		19

Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
Signatures		21

808 Renewable Energy Corporation and Subsidiary
Consolidated Statements of Cash Flows


	Nine Months Ended			Nine Months Ended
	September 30, 2022			September 30, 2021

OPERATING ACTIVITIES
Net income (loss) from continuing operations attributable to
common stockholders	$	( i 527,700	)	$	( i 117,563	)
Adjustments to reconcile net income
to net cash provided by (used in) operations:
Forgiveness of PPP debt		( i 37,830	)
Inventory		i 7,428			( i 212,917	)
Loans to Employees		( i 1,200	)		i 1,181
Due from Related Parties		( i 2,040	)
Accumulated Depreciation		i 6,026			i 1
Accumulated Amortization		i 4,650			i 3,100
Accounts Payable		( i 927	)		( i 23,448	)
Credit Cards Payable		i 28,467
Due to Related Parties		i 349,696			i 476,868
Payroll Taxes Payable		i 404
Accrued Payroll		i 5,650
Net cash provided by (used by) operating activities		( i 167,377	)		i 127,223

INVESTING ACTIVITIES
Furniture and Equipment		( i 119,980	)		( i 103,800	)
Intangible Assets		i -			( i 12,736	)
Purchase of subsidiary, net of working capital		i -			( i 308,603	)
Net cash provided by (used by) investing activities		( i 119,980	)		( i 425,139	)

FINANCING ACTIVITIES
Notes Payable		i 1,154			( i 37,860	)
EIDL Loan		( i 30,614	)		i -
Sale of common shares		i -			i 80,000
Repurchase of common shares		i -			( i 73,814	)
Loans from related party, net of repayment		i -			i 1,000,000
Net cash provided by financing activities		( i 29,459	)		i 968,326

NET CHANGE IN CASH		( i 316,817	)		i 670,410
CASH, Beginning		i 481,410			i -
CASH, Ending	$	i 164,593		$	i 670,410

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Interest paid	$	i 3,216		$	i 5,265
Income taxes paid	$	i -		$	i -

The accompanying notes are an integral part of these financial statements.

	1.	Identify the contract with a customer;
	2.	Identify the performance obligations in the contract;
	3.	Determine the transaction price;
	4.	Allocate the transaction price to performance obligations in the contract; and
	5.	Recognize revenue as the performance obligation is satisfied.

Consideration Given
Cash			$	i 1,000,000

Allocation of Consideration Given
Cash in bank	$	i 691,397
Inventory		i 25,000
Receivables - other		i 2,382
Intangible asset - Design, net		i 66,650
Goodwill		i -
Other assets		i 2,000

Total assets			$	i 787,429

Current liabilities		i 124,375
Long-term liabilities		i 105,131

Total liabilities				i 229,506

Non-controlling interest fair value at time of acquisition of SLA LLC				( i 251,065	)

Net assets acquired			$	i 306,858

Exhibit Number		Name of Exhibit
31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)

31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)

32.1		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)

101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Signature	Title	Date

/s/ *David Chen*	Chief Executive Officer, and Chairman of the Board (Principal Executive Officer and Principal Financial Officer)	November 21, 2022
David Chen
/s/ *Peter Yaugh Chen*	Chief Financial Officer and Director (Principal Financial Officer)	November 21, 2022
Peter Yaugh Chen

This ‘10-Q’ Filing	Date	Other Filings

	3/1/23
Filed on:	11/21/22
	11/18/22
For Period end:	9/30/22	NT 10-Q
	12/31/21	10-K, NT 10-K
	9/30/21
	5/3/21
	3/15/21
	3/1/21
	2/12/21
	12/31/20
	6/13/20
	4/16/20
	11/14/18
	9/29/14
	5/13/09
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