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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2022

 

Or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______

 

Commission file number 333-106299

 

C2E ENERGY INC.

(Exact name of registrant as specified in its charter)

 

florida   65-1139235

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

1801 Century Park East 2400

Los Angeles, California

   90067
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (424) 354-0990

 

Securities registered pursuant to Section 12(b) of the Act:

 

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 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. ☐ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes   ☒ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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.

 

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 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. ☐

 

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

 

The number of shares outstanding of the registrant’s common stock as of November 10, 2022 was 1,994,657,080 shares.

 

DOCUMENTS INCORPORATED BY REFERENCE — NONE

 

 

 

 

 

 

TABLE OF CONTENTS

 

Part I – FINANCIAL INFORMATION    
         
Item 1.   Financial Statements (unaudited)   2
         
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   12
         
Item 3.   Quantitative and Qualitative Disclosures about Market Risk   14
         
Item 4.   Controls and Procedures   14
         
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   16
         
Item 3.   Defaults Upon Senior Securities   16
         
Item 4.   Mine Safety Disclosures   16
         
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 quarterly 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 of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our ability to consummate the Merger, as such term is defined below; our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to C2E Energy, Inc. a Florida corporation unless the context requires otherwise.

 

1

 

 

Item 1. Financial Statements.

 

Index to Financial Statements

 

    Page
CONDENSED FINANCIAL STATEMENTS:    
     
Balance Sheets, September 30, 2022 (unaudited), and December 31, 2021   3
     
Unaudited Statements of Operations, for the Three and Nine Months Ended September 30, 2022, and September 30, 2021   4
     
Unaudited Statements of Changes in Stockholders’ (Deficit), for the Three and Nine Months Ended September 30, 2022 and September 30, 2021   5
     
Unaudited Statements of Cash Flows, for the Nine Months Ended September 30, 2022 and 2021   6
     
Notes to the Unaudited Interim Financial Statements   7

 

2

 

 

C2E ENERGY, INC.

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 $0.0001 par value, 20,000,000 shares authorized, 10,000,000 and 10,000,000 shares issued and outstanding, September 30, 2022 and December 31,2021, respectively   1,000    1,000 
Common stock, $0.0001 par value; 2,000,000,000 shares authorized, 1,994,657,080 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.

STATEMENTS OF OPERATIONS

(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 are an integral part of these financial statements.

 

4

 

 

C2E ENERGY, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(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 are an integral part of these financial statements.

 

5

 

 

C2E ENERGY, INC.

STATEMENTS OF CASH FLOWS

(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 are an integral part of these financial statements.

 

6

 

 

C2E ENERGY, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

C2E Energy, Inc.(‘the Company”) f/k/as Odyssey Oil & Energy, Inc. was formed in Florida in August 2001 with the plan of becoming a direct marketing company that developed and marketed premium-quality, premium-priced, branded fitness, and exercise equipment to the home fitness equipment market. The original business plan included marketing products directly to consumers through a variety of direct marketing channels.

 

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’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 19,500,000 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% 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 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.

 

7

 

 

On June 16, 2008, the Company acquired ALG Bio Oils Limited, which in turn owns 100% of ALG Western Oils (Pty) Ltd. ALG Western Oils has the technology to make biofuel from algae and has entered into a Letter of Intent with Xstrata Alloys to begin a biofuel 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-related enterprises.

 

The Company intended to expand the making of biofuels from algae to other large mining companies in South Africa.

 

On May 26, 2009, the Company acquired 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% 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.

 

Prior to February 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 appointed 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, 10,000,000 shares of Series A Preferred Stock, $0.0001 par value per share of the Company were transferred from Custodian Ventures, LLC to Hunthall Limited (the “Purchaser”). As a result, the Purchaser became an approximately 67% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the 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 of the Company.

 

Arthur Li has been the Managing Director of Hunthall Limited from October 2019 through the present. From February 2019 to September 2019, he was a Corporate Finance Executive at Anglo Chinese Group Ltd. From July 2016 to December 2018, Arthur Li was the Director of Marketing at Transcosmos America Inc.

 

8

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

 

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 believes 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 liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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 these estimates.

 

9

 

 

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 Company’s cash equivalents totaled $-0- and $-0- respectively.

 

Income taxes

 

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 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 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. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

 

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 assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

 

Net Loss per Share

 

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

 

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 2,000,000,000 shares of $0.0001 par value, common stock. As of September 30, 2022, and December 31, 2021, there were 1,994,657,080 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 20,000,000 shares of Series A Preferred Stock at a par value of $0.0001. As of September 30, 2022, and December 31, 2021, there were 10,000,000 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 evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

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

 

Organizational History of the Company and 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 Company has no current operations, it also currently is not subject to any competitive business conditions. Further, the Company is not subject to any government approvals at this time applicable to it as a “shell company,” as such term is defined in Rule 12b-2 under the Exchange Act.

 

Plan of Operation

 

The Company has no operations from a continuing business other than the expenditures related to running the Company and has no revenue from continuing operations as of the date of this Report.

 

Management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase, or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of coronavirus on our business, see Item 1A “Risk Factors.”

 

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 not 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 early stages of development. In such event, we expect to be 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 we will properly ascertain or assess all significant risks.

 

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Our management anticipates that we 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, implement, 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 addressing such risks, and the 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 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 And Qualitative Disclosures About Market Risk.

 

As a smaller reporting company, we are not required to provide the information called for by this Item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures.

 

Our management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that 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 issuer’s management, including its principal executive officer or officers and the principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management has determined that their disclosure controls and procedures were not effective as of September 30, 2022.

 

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 Exchange 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.

 

14

 

 

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 following 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 implementing an independent board of directors, establishing written policies and procedures 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 Reporting.

 

There have been no change in our internal control over financial reporting during the year September 30, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

15

 

 

PART II 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 or which any of its property is the subject and which would have any material, adverse effect on the Company.

 

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 that were contained in the 2020 Form 10-K.

 

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

16

 

 

Item 6. Exhibits.

 

The exhibits listed on 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.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  C2E ENERGY, INC.
     
Dated: November 10, 2022 By: /s/ Arthur Li
    Arthur Li
   

Chief Executive Officer and Chief Financial Officer

Principal Executive Officer, Principal Financial 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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