Colambda Technologies, Inc. - Quarter Report: 2022 September (Form 10-Q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 10-Q

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

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________

Commission File Number 000-29243


Colambda Technologies, Inc.
(Name of small business issuer in its charter)

Nevada (NV)		98-0361773
(State of incorporation)		(I.R.S. Employer Identification No.)

1870 West Prince Road #41
Tucson, Arizona 85705
(Address of principal executive offices)

(281) 928 4425
(Registrant’s telephone number)

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 [x] No [ ].

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 [x] 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. 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	[ ]	(Do not check if a smaller reporting company)
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 Exchange Act).

Yes ☐ No [x]

As of October 31, 2022, there were 79,151,187 shares of the registrant’s $0.001 par value common stock issued and outstanding.

COLAMBDA TECHNOLOGIES, INC.

	Page
PART I. FINANCIAL INFORMATION	4
ITEM 1. FINANCIAL STATEMENTS	4
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION	21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM 4. CONTROLS AND PROCEDURES	22
PART II. OTHER INFORMATION	23
ITEM 1. LEGAL PROCEEDINGS.	23
ITEM 1A. RISK FACTORS.	23
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	23
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	23
ITEM 4. MINE SAFETY DISCLOSURES.	23
ITEM 5. OTHER INFORMATION.	23
ITEM 6. EXHIBITS	24

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Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Colambda Technologies, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, 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. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has 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.

*Please note that throughout this Quarterly Report, except as otherwise indicated by the context, references in this report to “Company”, “we”, “us” and “our” are references to Colambda Technologies, Inc.

NOTE:

During 2020 and 2021, Colambda Technologies (the "Company", "our", "us" or "we") had no operations and was considered a "blank check" company. The U.S. Securities and Exchange Commission (the "SEC") defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and that has no specific business plan or purpose or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the "Securities Act"), we also qualified as a "shell company," because we had no (or nominal) assets and no (or nominal) operations.

The Company previously filed a Form 8-K with the Securities and Exchange Commission (“SEC”) on November 22, 2021, reporting the execution of the Merger Agreement and the material terms of the transaction (the “Share Exchange “or “Merger”). Pursuant to the terms of the Merger, the Company is the legal surviving entity and remains a Nevada corporation. In accordance with the terms of the Merger Agreement, the Company agreed to change its name to “Colambda Technology, Inc., which previously became effective on January 4, 2022.

The parties to the Merger Agreement completed the Merger as of July 9, 2022. In accordance with “reverse acquisition” accounting treatment, our historical financial statements as of period ends, and for periods ended, prior to the Share Exchange will be replaced with the historical financial statements of Emissions Zero Module, Inc. in all future filings with the SEC.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Colambda Technologies, Inc.

September 30, 2022

Index to Financial Statements

Contents

Financial Statements:	Page Number
Balance Sheets as of September 30, 2022 (unaudited) and December 31, 202 1	5
Statements of Operations for the three and nine months ended September 30, 2022 and 202 1	6-7
Statement of Stockholders’ Deficit for the nine months ended September 30, 2022 and 202 1	8
Statements of Cash Flows for the nine months ended September 30, 2022 and 202 1	9
Notes to Financial Statements (unaudited)	10

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Colambda Technologies, Inc.

Consolidated Balance Sheets

		*September 30,*		*December 31,*
		*2022*		*2021*
		(Unaudited)		(Audited)
ASSETS
Current assets:
Cash	$	188,974	$	642,908
Accounts receivable		2,619,580		-
Due From NCRE		-		62,285
Prepaid expenses		16,511		7,000
Down Payment on Future Subsidiary		-		50,000
Other Current Assets		13,738		-
Right of Use Asset		58,693		-
Security Deposits		1,200		-
Total current assets		2,898,696		762,193
Fixed Assets
Furniture and Equipment		46,000		46,000
Less Accumulated Depreciation		(12,000)		(5,100)
Net Fixed Assets		34,000		40,900

Total assets	$	2,932,696	$	803,093

LIABILITIES
Current liabilities:
Accounts payable and accrued expenses		47,800		8,000
Acquisition Payable		425,000		-
Notes payable		16,122		1,200,000
Loans From Shareholders		509,227		-
Accrued interest		149,021		60,652
Deferred Payroll		278,667		-
Payroll Liabilities		486,647		-
Total current liabilities		1,912,484		1,268,652
Long-term liabilities:
Acquisition Payable		309,890		-
Long Term Lease Liability		60,075		-
Total long-term liabilities		369,965		-
Total liabilities		2,282,449		1,268,652

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 50,000,000 authorized; no shares issued		-		-
Common stock, $0.001 par value, 200,000,000 authorized; 129,176,724 and 167,158,000 shares issued and outstanding		129,177		167,158
Additional paid in capital		1,251,331		(120,658)
Accumulated Deficit		(730,261)		(512,059)
Total stockholders' equity/(deficit)		650,247		(465,559)
Total liabilities and stockholders' equity	$	2,932,696	$	803,093

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

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Colambda Technologies, Inc.

Consolidated Statements of Operations

(Unaudited)

		Three Months		Three Months
		September 31,		September 31,
		2022		2021

Sales	$	5,288,255	$	-
Cost of Sales		4,633,541		-

Gross profit		654,714		-

General and administrative expenses:
Salaries		381,866		-
Depreciation and Amortization		2,300		2,800
Legal and professional fees		62,835		81,438
Marketing and Advertising		1,569		-
Research and Development		-		43,979
Taxes		9,049		-
Other general and administrative		174,392		27,897
Total operating expenses		632,011		156,114
Gain/(Loss) from operations		22,703		(156,114)

Other expense:
Interest expense		(2,000)		(18,071)
Income/(Loss) before taxes		20,703		(174,185)

Provision (credit) for taxes on income		-		-
Net Income/(loss)	$	20,703	$	(174,185)


Basic earnings (loss) per common share	$	0.00	$	(0.00)

Weighted average number of shares outstanding		129,176,724		167,158,000

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

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Colambda Technologies, Inc.

Consolidated Statements of Operations

(Unaudited)

		Nine Months		Nine Months
		September 31,		September 31,
		2022		2021

Sales	$	13,541,142	$	-
Cost of Sales		12,003,061		-

Gross profit		1,538,081		-

General and administrative expenses:
Salaries		892,999		-
Depreciation and Amortization		6,900		2,800
Legal and professional fees		209,739		163,938
Marketing and Advertising		7,583		-
Research and Development		5,602		68,979
Taxes		16,496		-
Other general and administrative		543,507		35,519
Total operating expenses		1,682,826		271,236
Gain/(Loss) from operations		(144,745)		(271,236)

Other expense:
Interest expense		(73,458)		(27,904)
Income/(Loss) before taxes		(218,203)		(299,140)

Provision (credit) for taxes on income		-		-
Net Income/(loss)	$	(218,203)	$	(299,140)


Basic earnings (loss) per common share	$	(0.00)	$	(0.00)

Weighted average number of shares outstanding		42,012,722		167,158,000

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

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Colambda Technologies, Inc.

Statements of Stockholders’ Deficit

(Unaudited)

			Additional
	Common Stock		Paid In	Accum	Total
	Shares	Amount	Capital	Deficit	Equity
Balance, December 31, 2021	167,158,000	167,158	(120,658)	(512,059)	(465,559)

Investment in Job Aire Group			634,157		634,157
Net income (loss)				(61,165)	(61,165)

Balance, March 31, 2022	167,158,000	167,158	513,499	(573,224)	107,433

Net income (loss)				(177,741)	(177,741)

Balance, June 30, 2022	167,158,000	167,158	513,499	(750,965)	(70,308)

Recapitalization as a result of merger	(61,675,500)	(61,676)	61,676		-
NCRE Shares	12,481,724	12,482	(317,631)		(305,149)
Shares issued to Consultants	6,725,000	6,725	(6,725)		-
Shares issued for Conversion of Notes Payable	4,487,500	4,488	1,210,512		1,215,000
Purchase of NCRE			(210,000)		(210,000)
Net income (loss)				20,703	20,703

Balance, September 30, 2022	129,176,724	129,177	1,251,331	(730,261)	650,247

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

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Colambda Technologies, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

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

Cash flows from operating activities:
Net loss	$	(218,203)	$	(299,140)

Adjustments to reconcile net (loss) to net cash provided by operating activities
Depreciation		6,900		2,800

Change in operating assets and liabilities:
Expenses paid on behalf of future merger partner		(10,820)		(50,000)
Right Of Use & Lease Liability		1,383		-
Accounts Receivable and other receivables		(1,549,626)		-
Prepaid expenses and other current assets		(10,711)		-
Accounts Payable and Accrued Expenses		861,788		36,238
Acquisition Payable		-		-
Net cash flows used in operating activities		(919,289)		(310,102)

Cash flows from investing activities:
Investment in Subsidiary		150,355		-
Purchase of Merger Partner		(25,000)		-
Purchase of Fixed Assets		-		(46,000)
Net cash flows provided by investing activities		125,355		(46,000)

Cash flows from financing activities:
Proceeds from shareholder loans		325,000		46,500
Proceeds from convertible notes payable		15,000		1,035,000
Net cash flows provided by financing activities		340,000		1,081,500
Net change in cash		(459,934)		725,398
Cash, beginning of period		642,908		-
Cash, end of period	$	188,974	$	725,398

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

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Colambda Technologies, Inc.

Notes to the Financial Statements

(Unaudited)

For the nine months ended September 30, 2022

Note 1 - Organization and Operations

Colambda Technologies, Inc.

Colambda Technologies, (the Company), was incorporated under the laws of the State of Utah in July of 1979 as WEM Petroleum, Inc. From inception through 1981, the Company conducted operations in the oil and gas industry. Pursuant to an option granted the Company in August of 1979, the Company exercised its right to drill exploratory wells on 640 acres in Cache County, Utah. Although various wells were drilled and completed, the Company did not realize any revenues from these oil and gas operations. In 1984, the Company attempted to refocus its business efforts into the mining industry by entering into an option to lease property and mining equipment in Montana. It ceased any significant business operations in the latter part of the 1980's when it failed to exercise the option, due to lack of funding. In 1988, the Company made an effort to commence conducting business again by expanding its business purpose to include the marketing and development of high-tech products.

The Company's Board was also authorized to seek out suitable candidates for acquisition or merger. In addition, the Company authorized a reverse split of its issued and outstanding shares one (1) share for ten (10) shares, although the same was never affected. The Company ceased doing business until late 1993.

In October 1993, the Corporation changed its name to New Century Resources Corporation, acquiring 100% of the outstanding stock of G.C. Gulf Western Trading Limited (G.C.) in exchange for 7,200,000 shares of stock, which gave the stockholders of G.C. control of the Corporation by which it has conducted its operations. This acquisition was accounted for as a reverse merger or recapitalization of G.C. No goodwill or other write-up to fair market value of the assets of G.C. occurred at the time of the merger. In 1994, the company was re-domiciled in the state of Nevada. The Nevada entity became the surviving corporation and the Utah Corporation was dissolved on February 14, 1994. As a result of the merger/change of domicile, the Articles of Incorporation of the Nevada entity became the Articles of the Company.

The Company divested itself of its 100% owned subsidiary G.C. on December 12, 2000, thereby eliminating the Trekkopje mining claims, a capitalized cost of $10,533,252, the related liabilities amounting to $8,500,000 from its acquisition, the note payable to its principal stockholder, which aggregated, came to a total of $1,046,640, and any claims to accrued interest. This divestiture was the unanimous decision of the board of directors, which was based in part, upon the Corporation's inability to raise the necessary capital to fund the exploration and development of the Trekkopje Uranium reserves. In addition, a feasibility study conducted by Dr. Brian Hambleton played crucial role in their decision-making process, concluding that, due to the current Uranium market, exploitation of the Uranium reserves on the property would not be financially viable, and did not foresee any immediate or mid-term prospects in world market conditions and pricing which would lead to a pricing level justifiable of the exploitation of the Uranium reserves.

On November 19, 2021, we entered into an agreement whereby Emissions Zero Module, Inc., a Wyoming company (“Emissions Zero”), would be merged into the Company. Our Board of Directors and our shareholders, by written consent of 75.71% of our Common Stock, approved the Merger Agreement, a name change and the election of new directors (“Director Nominees”) to be affected upon completion of the Merger.

The Merger Agreement requires us to submit the Merger and Name Change to Colambda Technologies, Inc. to the Financial Industry Regulatory Authority (“FINRA”). Completion of the Merger and related transactions (other than the name change which has occurred effective as of January 4, 2022), are subject to FINRA approval. The parties to the Merger Agreement completed the Merger as of July 9, 2022. In accordance with “reverse acquisition” accounting treatment, our historical financial statements as of period ends, and for periods ended, prior to the Share Exchange will be replaced with the historical financial statements of Emissions Zero Module, Inc. in all future filings with the SEC.

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Nature of Business

HISTORY

Emissions Zero Module, LLC (“EZM”) was a Wyoming company founded in 2021 by Sumit Isaranggunlnaayudhya and William Tiley and is based in Tucson, Arizona. Emissions Zero Module was established as a research and development company classified in the alternative energy sector. As such, Emissions Zero Module operates without the expectation of immediate profit. Instead, it is expected to contribute to the long-term profitability of The Company. The activities of Emissions Zero Module are expected to lead to discoveries leading to the creation of new products.

EZM intends specifically to bring a patented product to market that was developed to eliminate the harmful effects of tailpipe emissions produced by internal combustion engines. The Emissions Zero Module (EZM) connects directly to the existing battery in any automobile or truck and works with the car's existing electrical apparatus to create conditions within the engine's combustion chamber that allows for a more complete combustion of fuel. The results of complete combustion of fuel are up to a 95% reduction in total tailpipe emissions, increase performance and, increased miles per gallon of fuel. The EZM works on all types of vehicles including cars, SUVs, diesel trucks, and large over-the-road semis.

The Acquisition of Job Aire Group, Inc.

Effective January 1, 2022, Emissions Zero Module entered into a Stock Purchase Agreement with Job Aire Group (“JAG”) to acquire all of the outstanding shares of JAG in exchange for $745,000 and 2% of Net Revenue received by the Company from new contracts brought to the company by former ownership, limited to $1,000,000 during the 36-month period following the closing date. At closing, EZM disbursed $25,000 and will make 36 payments of $20,000, beginning January 2, 2022. As a result of the Stock Purchase, JAG became a wholly owned subsidiary of EZM.

Job Aire Group, an employee leasing company and was incorporated under the laws of the State of Arizona. The Company is a multi-technical aviation company specializing in Contract Labor, Aircraft and Engine inspection and audit, plus hard-core aeronautical engineering. Also skilled in aircraft maintenance marketing, we place aircraft into FAR 145 facilities for repair, refurbishment, painting, modification and overhaul. JAG is well known for providing experienced and professional heavy transport aircraft maintenance technicians world-wide.

As of September 30, 2022, we had 301 employees involved through a contractual relationship with the Company. Our contractual relationship with employees consists of management agreements, service agreements, and employee agreements.

Basis of Presentation

The accompanying audited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) to reflect the accounts and operations of the Company.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and 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. Actual results could differ from those estimates.

Fiscal Year-End

The Company elected December 31 as its fiscal year-end date.

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Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. As of September 30, 2022, the Company had $188,974 in cash and $2,619,580 in cash equivalents.

Prepaid Expenses

Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future.

Property and Equipment

Property and equipment are stated at cost, net of depreciation provided by use of a straight-line method over the estimated useful lives of the assets, which is five years. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable.

Impairment of Long-Lived Assets

We evaluate the recoverability of long-lived assets in accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets. We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Such impairment is recognized in the event the net book value of such assets exceeds their fair value. No impairment of long-lived assets occurred in the periods presented.

Revenue Recognition

For the nine months ended September 30, 2022 and 2021, the Company earned $13,541,142 and $0 in gross revenues, respectively. As a result of the acquisition of Job Aire Group during the interim period ending March 31, 2022, all of our revenue is generated through our wholly owned subsidiary, Job Aire Group.

Our business is typically characterized by long-term client relationships that result in recurring revenue. Our services are provided under written price quotations or service agreements having varying terms and conditions. Service revenue is recognized in the period services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured. Our service revenue is largely attributable to processing services where the fee is based on a fixed amount per processing period or a fixed amount per processing period plus a fee per employee or transaction processed. We do not receive advance payments for set-up fees on some of our service offerings from our clients.

We are continuously in the process of performing implementation services for new clients. Depending on the service agreement and/or the size of the client, the installation or conversion period for new clients can vary from a short period of time for a small Employer Services client (as little as 24 hours) to a longer period for a large Employer Services client with multiple deliverables (generally three to six months). Although we monitor sales that have not yet been installed, we do not view this metric as material to an understanding of our overall business in light of the recurring nature of our business. This metric is not a reported number, but it is used by management as a planning tool to allocate resources needed to install services, and as a means of assessing our performance against the expectations of our clients.

Cost of Revenue

Amounts recorded as cost of revenue relate to direct expenses and such costs are recorded as incurred. Our cost of revenue consists primarily of the cost of labor. For the nine months ended September 30, 2022 and 2021, the Company recorded $12,003,061 and $0, respectively, as costs against revenue earned.

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Operating Lease

A lease provides the lessee the right to control the use of an identified asset for a period of time in exchange for consideration. Right of use (ROU) assets represent the Company's right to use an underlying asset for the lease term and operating lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Most operating leases contain renewal options that provide for rent increases based on prevailing market conditions. The lease term used to calculate the ROU asset includes renewal periods or periods subject to termination when it is reasonably certain that the Company will lease the assets in such periods.

The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the estimated incremental secured borrowing rate. ROU assets include any lease payments required to be made prior to commencement and exclude lease incentives. Both ROU assets and lease liabilities exclude variable payments not based on an index or rate, which are treated as period costs. The Company's lease agreements do not contain significant residual value guarantees, restrictions or covenants.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions and estimates that have a significant impact on the results that we report in our financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Certain of these significant accounting policies require us to make critical accounting estimates, as defined below.

A critical accounting estimate is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes:

we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and

different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Many financial instruments are issued in conjunction with the issuance of debt. At the time of issuance, we allocate the proceeds received to the various financial instruments and this involves the determination of fair value. From time to time, the fair value of these financial instruments exceeds the proceeds received. When this occurs, we critically evaluate the validity of the fair value computation.

Stock Compensation Expense

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees and non-employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values at the grant date. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair grant date FV of equity instruments. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

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Related Parties

The Company follows subtopic 850-10, Related Party Disclosures, of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a.) affiliates of the Company; b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.) principal owners of the Company; e.) management of the Company; f.) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include: a.) the nature of the relationship(s) involved; b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes

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a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of a Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable, and notes payable, approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

As of September 30, 2022, there are potential share equivalents based on conversion options associated with our convertible promissory notes (approximately 33,439,560 potential shares), however, due to net operating losses, anti-dilution issues are not applicable.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash

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equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent Events

The Company follows the guidance in Section 855-10-50, Subsequent Events, of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09, Subsequent Events (Topic 855), of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as filing them on EDGAR.

Recently Issued Accounting Pronouncements

FASB ASU No. 2016-02 (Topic 842), “Leases” – Issued in February 2016, ASU No. 2016-02 established ASC Topic 842, Leases, as amended by subsequent ASUs on the topic, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to apply a two-method approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. Lessees are required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. Lessees will recognize expense based on the effective interest method for finance leases or on a straight-line basis for operating leases. The accounting applied by the lessor is largely unchanged from that applied under the existing lease standard. We will be required to record a right-of-use asset and lease liability equal to the present value of the remaining minimum lease payments and will continue to recognize expense on a straight-line basis upon adoption of this standard. ASU 2016-02 is effective for reporting periods for private companies beginning after December 15, 2021, with early adoption permitted. In July 2018, the FASB issued an update ASU 2018-11 Leases: Targeted Improvements, which provides companies with an additional transition option that would permit the application of ASU 2016-02 as of the adoption date rather than to all periods presented. The Company adopted this standard beginning with the interim reporting period ending March 31, 2022.

Note 2 – Going Concern

The Company has adopted Accounting Standards Update No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). As a result, management is required to evaluate whether there are relevant conditions and events that would indicate the probability of the Company’s inability to meet its obligations as they become due within one year of the date the financial statements are issued.

The financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had an accumulated deficit at September 30, 2022 of $730,261 and net cash used in operating activities of $919,289 for the reporting period then ended. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

With the addition of our wholly owned subsidiary, Job Aire Group, we have been able to generate sufficient cash from operating activities to fund our ongoing operations. Based on the above factors, no doubt exists about our ability to continue as a going concern for one year from the issuance of these financial statements.

Note 3 – Concentrations of Business and Credit Risk

The Company at times maintains balances in various operating accounts in excess of federally insured limits.

The Company’s wholly-owned subsidiary has 4 clients that make up 91% of their revenue and 78% of their outstanding Accounts Receivable. The loss of one or more of these clients would create a hardship for the company.

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The company is perpetually looking for more clients so that the risk of losing one of their major clients will not have a major effect on the financial performance of the Company.

Note 4 – Commitments and Contingencies

Litigation and Claims

The Company may be involved in lawsuits and claims arising in the ordinary course of business from time to time. The Company reviews any such legal proceedings and claims on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. The Company establishes accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and it discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for the Company’s financial statements not to be misleading. To estimate whether a loss contingency should be accrued by a charge to income, the Company evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss. The Company does not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, the Company determined that there were no matters that required an accrual as of September 30, 2022 or 2021, nor were there any asserted or unasserted material claims for which material losses are reasonably possible.

Operating Lease Commitments

Effective June 22, 2022, the Company moved its corporate offices to 1870 West Prince Road #41, Tucson, AZ, 85705. The Company leases an office space under a lease agreement that expires December 31, 2024.

Components of Total Lease Cost

		For The Nine Months Ended September 30, 2022
Operating lease cost		21,269
Total lease cost		$ 21,269

Cash paid for amounts included in operating lease liabilities was $19,886 for the nine months ended September 30, 2022. The table below presents total operating lease ROU assets and lease liabilities as of September 30, 2022:

Schedule of Operating Lease ROU Assets and Lease Liabilities

Operating lease ROU assets		$		58,693
Operating lease liabilities		$		60,075

Maturities Of Operating Lease Liabilities
	For the nine months ended September 30,
2022			6,782
2023			28,512
2024			29,895
Total Lease Payments		$	65,190
Less: Discount			(5,115)
Total Operating Lease Payments		$	60,075

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Schedule of Operating Weighted Average Remaining Lease and Discount Rate
Weighted Average
For The Nine Months Ended September 30, 2022
Weighted average remaining lease term (years)		2.25
Weighted average discount rate		7%

Note 5 – Accounts Receivable

As of September 30, 2022 and December 31, 2021, the Company’s accounts receivable balance was $2,619,580 and $0, respectively and is a reflection of balances due to Job Aire Group, the Company’s wholly-owned subsidiary. JAG does not recognize an allowance for doubtful accounts due to no outstanding invoices aged over 30 days and have not experienced delinquencies in payment over 60 days.

Note 6 – Acquisition Payable

Effective July 9, 2022, the Company completed the reverse merger with Emissions Zero Module and the balance owed in regards to the acquisition as of September 30, 2022 was $185,000. Subsequent to closing, the selling parties agreed to forgive shareholder loans of $209,227 upon final payment of the acquisition payable.

Note 7 – Deferred Compensation

As of September 30, 2022 and December 31, 2021, several of the Company’s officers have deferred $278,667 and $0, respectfully, in officer compensation until such time the Company has improved its liquidity and capital resources.

Note 8 – Convertible Notes Payable

PPM

During the twelve months ended December 31, 2021, the Company held a closing of its PPM in which it sold 4,487,500 shares of its securities for total proceeds of $1,215,000. The Subscription Agreement included an offering of a minimum of one hundred (100) and a maximum of six hundred (600) unsecured Promissory Notes at $5,000 per unit. The Company may at any time, or from time to time, make a voluntary prepayment, whether in full or in part, of these Notes, without premium or penalty. The Notes mature in 24 months and bear annual interest of 12%. At maturity, and at the election of the Noteholder, each $5,000 unit is convertible into common stock equity units at maturity. The Notes may not be sold, offered for sale, pledged, assigned, or otherwise disposed of unless certain conditions are satisfied, as more fully set forth in the Subscription Agreement. In addition, the Notes are deemed to have been made in the State of Wyoming, and any and all performance, or the breach thereof, will be interpreted and construed pursuant to the laws of the State of Wyoming without regard to conflict of laws rules applied in the State of Wyoming.

Upon the occurrence of an Event of Default, the Noteholder may, by written notice to the Company, declare the unpaid principal amount and all accrued interest of the Note immediately due and payable. Under the terms of the Promissory Note, a default is defined as one or more of the following events.

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(a)The Maker shall fail to pay any interest payment on this Note when due for a period of thirty (30) days after notice of such default has been sent by the Holder to the Maker.

(b)The Maker shall dissolve or terminate the existence of the Maker.

(c)The Maker shall file a petition in bankruptcy, make an assignment for the benefit of its creditors, or consent to or acquiesce in the appointment of a receiver for all or substantially all of its property, or a petition for the appointment of a receiver shall be filed against the Maker and remain unstayed for at least ninety (90) days.

The Company’s offering was for a minimum of One Hundred (100) and up to a maximum of six Hundred (600) Notes at Five Thousand ($5,000) Dollars per Note, with a minimum subscription of two (2) Notes (the "Offering"). The minimum aggregate loan to the Company will be Five Hundred Thousand ($500,000) Dollars and the maximum aggregate loan to the Company from this Offering will be Three Million ($3,000,000) Dollars. Notes are convertible at maturity to Common Stock (equity units), based on tiered raise benchmarks.

The Offering was made to a limited number of investors pursuant to an exemption available under the Securities Act of 1933 (the "Act"), specifically Rule 506(c) promulgated under Regulation D, and under certain other laws, including the securities law of certain states.

The following reflects the proceeds received under their respective tiers and the number of common stock equity units issuable if converted to common shares of the Company.

	Tier 1	Tier 2
Price	$0.20	$0.40
Proceeds	$580,000	$635,000

As of September 30, 2022, the Company converted $1,215,000 in principal into 4,487,500 common shares of the Company.

Convertible Demand Notes Payable

On January 8, 2012, the Company entered into a convertible promissory note with George Christodoulou, the Company’s President, in the amount of $8,500, and bears interest at 10% per annum. The note is convertible into shares of the Company stock, at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the nine months ended September 30, 2022, no shares were issued in satisfaction of payments and therefore no recognition of a beneficial conversion was made for the period. Since there is an option for repayment in cash, the beneficial conversion will be determined at the time of demand if shares are used in satisfaction of the payment request. The balance, including principal and accrued interest as of September 30, 2022 and September 30, 2021, was $17,629 and $16,778, respectively.

On January 8, 2012, the Company entered into a convertible promissory note with Robert J. Nielson in the amount of $7,622, and bears interest at 10% per annum. The note is convertible into shares of the Company stock, at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the nine months ended September 30, 2022, no shares were issued in satisfaction of payments and therefore no recognition of a beneficial conversion was made for the period. Since there is an option for repayment in cash, the beneficial conversion will be determined at the time of demand if shares are used in satisfaction of the payment request. The balance, including principal and accrued interest as of September 30, 2022 and September 30, 2021, was $15,811 and $15,048, respectively.

Note 9– Related Party Transactions

On January 8, 2012, the Company entered into convertible promissory notes with Robert J. Nielson, a shareholder, and George Christodoulou (the Company’s President prior to the merger made effective July 9, 2022), in the amounts of $7,622 and $8,500, respectively (see Note 8). The notes are convertible into shares of the Company stock, at the

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demand of the holders. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the nine months ended September 30, 2022, no shares were issued in satisfaction of payments. The balance of these transactions will be forgiven upon final payment of the purchase price of NCRE.

Consulting Agreement

On October 7, 2013, the Company entered into a Consulting Agreement with Robert J. Nielson whereby Mr. Nielson will act as an independent consultant for a period of one year, automatically extending for one-year periods on each anniversary date. Pursuant to the terms of the Agreement, the Company agreed to pay compensation in the amount of $3,000 per month and is entitled to accrue said compensation for up to any period not to exceed three months’ time. On January 1, 2014, Mr. Nielson provided notice to the Company that he will no longer continue to perform under the Consulting Agreement and the Company accepted his resignation. As of September 30, 2022 and 2021, the balance owed by the Company to Mr. Nielson was $8,384 and $8,384, respectively.

Advances from Shareholder

From time to time, stockholders of the Company will make advances to the Company for working capital purposes. As of September 30, 2022 and 2021, the Company’s stockholder advances totaled $509,227 and $0, respectively. These advances are non-interest bearing and payable on demand.

Note 10 – Stockholder’s Equity

Preferred Stock

The authorized preferred capital of the Company is 50,000,000 preferred shares, par value $0.001, of which none are issued or outstanding.

Common Stock

The authorized capital of the Company is 200,000,000 common shares, par value $0.001, of which 129,176,724 are issued or outstanding as of September 30, 2022.

Shares Issued in Connection with the Share Exchange

Immediately after giving effect to the Merger on July 9, 2022, including the shares issuable upon conversion of Emissions Zero’s convertible notes (which were deemed automatically converted into Emissions Zero common stock, and then the Company’s common stock, upon closing of the Merger), the issuance of shares of our Common Stock issued to stockholders of Emissions Zero in the Merger, the Company’s total common shares outstanding is 129,176,724.

The shares issued to the EZM shareholders as a result of the Merger will be deemed restricted securities under the SEC’s rules and regulations and will not be sellable under the SEC’s Rule 144 until certain conditions are satisfied. These conditions are:

□the issuer of the securities has ceased to be a shell company;

□the issuer is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act;

□the issuer has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports; and

□one year has elapsed since the issuer has filed current ‘‘Form 10 information’’ with the SEC reflecting its status as an entity that is no longer a shell company.

Prior to the Share Exchange, we were a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). As a result of the Share Exchange, we have ceased to be a shell company as of July 9, 2022. The information contained in Form 8-K filed on July 14, 2022 constitutes the current “Form 10 information” necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

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Note 11 – Subsequent Events

The Company has evaluated subsequent events through October 31, 2022, which is the date the financial statements were issued. The Company has determined that the following events require recognition or disclosure in the financial statements:

Effective October 2022, the Company formed Benson Regional Air Group (“BRAG”) as a wholly-owned subsidiary of Job Aire Group.

Effective October 31, 2022, the Company’s current officers and directors returned and canceled founder’s shares in the amount of 50,025,537 common shares.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and supplementary data referred to in this Form 10-Q.

Cautionary Note About Forward-Looking Statements

This Management’s Discussion and Analysis and other parts of this report contain forward-looking statements that involve risks and uncertainties, as well as current expectations and assumptions. From time to time, we may publish forward-looking statements, including those that are contained in this report, relating to such matters as anticipated financial performance, business prospects, acquisition strategies, technological developments, new products, research and development activities and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, we note that a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in our forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of our business include, but are not limited to, our ability to maintain sufficient working capital, adverse changes in the economy, the ability to attract and maintain key personnel, our ability to implement our business plan. Our actual results could differ materially from those anticipated in these forward-looking statements, including those set forth elsewhere in this report. We assume no obligation to update any such forward-looking statements.

Liquidity

We incurred a net loss for the nine months ended September 30, 2022 and had an accumulated deficit of $730,261. At September 30, 2022, we had a cash balance of approximately $188,974, compared to a cash balance of $642,908 at December 31, 2021. At September 30, 2022, we had a working capital surplus of $986,212, compared to a working capital deficit of $506,459 at December 31, 2021. Our existing and available capital resources are not expected to be sufficient to satisfy our funding requirements through one year from the date of this filing in the absence of share issuances or other sources of financing.

For the nine months ended September 30, 2022, we had net cash used in operations of $919,289. Net cash provided by investing activities was $125,355 and is a reflection of the balance of the cash received as a result of the merger transaction. Net cash provided by financing activities was $340,000 which consisted of shareholder loans of $325,000 and $15,000 received under a convertible note payable.

As of September 30, 2022 and September 30, 2021, we had cash and accounts receivable in the amounts of $2,808,554 and $642,908, respectively.

We had total liabilities of $2,282,449 as of September 30, 2022, which consisted of accounts payable and accrued expenses of $256,896, notes and advances payable aggregating $525,349, payroll liabilities of $765,314, and the balance due on acquisition of $734,890.

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Capital Resources

The Company has financed its operations through revenues of its wholly-owned subsidiary and funds advanced from its shareholders and directors to meet minimum operating cash requirements. There are no written agreements for future funding by shareholders.

Results of Operations for the three months ended September 30, 2022 compared to the three months ended September 30, 2021

Our net income for the three months ended September 30, 2022 was $20,703 which was an increase of $194,888 over our net loss for the three months ended September 30, 2021 which was $174,185. The change is primarily a reflection of gross profit from operations of the Company’s wholly-owned subsidiary, Job Aire Group, offset by increases in payroll expenses and general and administrative expenses.

Results of Operations for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021

Our net loss for the nine months ended September 30, 2022 was $218,203 which was a decrease of $80,937 over our net loss for the nine months ended September 30, 2021, which was $299,140. The change primarily reflects an increase in gross profit from operations of the Company’s wholly-owned subsidiary, Job Aire Group, offset by increases to payroll expenses of $892,999, increases in legal and professional fees of $45,799, and a decrease in research and development expenses of $63,376 recorded by the Company during the nine months ended September 30, 2022.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2022, due to the material weaknesses resulting from the Board of Directors not currently qualifying as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.

Material Weakness in Internal Control over Financial Reporting

The Company lacks an effective control environment since there are insufficient personnel to exercise appropriate oversight of accounting judgments and estimates.

Due to limited accounting and financial reporting resources, the Company lacks formal processes to identify, update, and assess risks to the Company’s financial reporting.

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Due to limited accounting and financial reporting resources, the Company has not implemented significant monitoring controls.

Due to limited accounting and financial reporting resources, authorization, approval, and review controls over the Company's financial statements and accounting records have not been implemented or have not been applied consistently. This includes controls over the identification, approval, and disclosure of related party transactions. In certain cases, formal documentation does not exist regarding the design of controls, evidence of implementation of controls, or evidence of occurrence of certain transactions. In addition, certain of the Company’s processes lack segregation of duties.

Remediation of Previous Material Weaknesses

We have implemented and will continue to implement a number of measures to address the Material Weaknesses identified as of September 30, 2022. We plan on updating internal policies and procedures to create an effective control environment, add outside consultants as needed to bolster technical accounting needs, and add more personnel, as needed, to segregate duties.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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.

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ITEM 6. EXHIBITS

Exhibit Number	Description of Exhibit	Filing

3.1*	Articles of Incorporation

3.2*	Bylaws

3.3	Certificate of Amendment to Certificate of Incorporation of New Century Resources Corporation as filed with the Secretary of State of Nevada evidencing the name change to Colambda Technologies, Inc.

10.1**	Agreement and Plan of Merger and Reorganization dated as of the date set forth on the signature page hereto, is by and among NEW CENTURY RESOURCES CORPORATION, a Nevada corporation (“NCR”), and Emissions Zero Module, Inc, a Wyoming corporation (“EZM”).

10.2***	Amendment No. 1 to Agreement and Plan of Merger and Reorganization made as of March 8, 2022 by and among New Century Resources Corporation, a Nevada corporation and Emissions Zero Module, Inc, a Wyoming corporation.

10.3****	Amendment No. 3 to Agreement and Plan of Merger and Reorganization made as of March 8, 2022 by and among New Century Resources Corporation, a Nevada corporation and Emissions Zero Module, Inc, a Wyoming corporation.

31.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.

31.2	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.

32.1	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.

32.2	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.

101.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

* Incorporated by reference to our Form 10-12G/A filed December 3, 2014

** Filed as Exhibit 10.1 to the Company’s Form 8-k as filed with the Securities and Exchange Commission on November 22, 2021.

*** Filed as Exhibit 10.1 to the Company’s Form 8-k as filed with the Securities and Exchange Commission on March 8, 2022.

**** Filed as Exhibit 10.1 to the Company’s Form 8-k as filed with the Securities and Exchange Commission on July 14, 2022.

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*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

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

		COLAMBDA TECHNOLOGIES, INC.

Date:	October 31, 2022	By:	/s/ David Riggs
			David Riggs
			Chief Executive Officer

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.

		COLAMBDA TECHNOLOGIES, INC.
Date:	October 31, 2022	By:	/s/ Kent Hush
			Kent Hush
			Chief Financial Officer