CORPORATE UNIVERSE INC - Annual Report: 2022 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 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 000-56271

Registrant's telephone number, including area code: (302) 273-1150

Securities registered under Section 12(b) of the Act:

Securities registered under Section 12(g) of the Act:

Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐     No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No

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

The aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter ended June 30, 2022 was $1,655,595 based upon the closing price of the registrant’s common stock of $0.0071 on the OTC Markets as of that date.

The aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $1,655,595 as of the last business day of the registrant’s most recently completed fiscal quarter, based upon the closing sale price on the OTC:BB reported for such date. Shares of common stock held by each officer and director, and by each person who owns 10% or more of the outstanding common stock, have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of April 14, 2023, the Registrant had 568,849,670 outstanding shares of its common stock, $0.0001 par value.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Unless the context otherwise requires, all references to “Corporate Universe, Inc,” “we,” “us,” “our,” or the “Company” in this Annual Report on Form 10-K (this “Report”) refer to the current Corporate Universe, Inc and its subsidiaries.

The Company makes forward-looking statements in this Report and in documents incorporated herein by reference. All statements, other than statements of present or historical fact included in or incorporated by reference in this Report, regarding the Company’s future financial performance, as well as the Company’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Report, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company and incident to its business.

These forward-looking statements are based on information available as of the date of this Report, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements in this Report and in any document incorporated herein by reference should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable laws.

As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include the below:

PART I

Item 1. Business

Corporate History and Background

Corporate Universe, Inc ("COUV”), or the "Company,” “we,” “us,” or “our”) was incorporated in Delaware on May 28, 1986 as Cross Atlantic Capital Inc. On January 5, 1998, the Company changed its name to Elgin e2 Inc. On June 16, 1999 the Company changed its name to Elgin Technologies Inc. On September 30, 2008, the Company changed its name to Inicia Incorporated (“Inicia”). On August 9, 2010, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware. The filing with the Secretary of State changed the name from Inicia to Corporate Universe, Inc. On June 29, 2011, the Company changed its name to Carrier Alliance Group Inc. On July 17, 2020, the Company changed its name back to Corporate Universe, Inc.

Carbon-ion Energy, Inc (“Carbon Ion”) is a special purpose vehicle incorporated in Delware on December 29, 2020 that acquired Oxcion Limited (“Oxcion”) located in the UK as a wholly-owned subsidiary effective March 11, 2021 pursuant to a share exchange agreement. Oxcion had previously acquired certain assets and liabilities of ZapGo Ltd (“ZapGo”) out of bankruptcy in the UK from the bankruptcy administrator on September 11, 2020. ZapGo can trace its history back to 2013, with the mission to revolutionize energy storage to enable a sustainable future.

On April 13, 2021, the Company entered into a Share Exchange Agreement with Carbon Ion in order to complete the Reverse Merger Acquisition in the Binding Letter of Intent dated December 10, 2020.

On November 12, 2021 (the “Closing Date”), the Company, used as a special purpose acquisition company, consummated the Business Combination Agreement (the “Share Purchase Agreement and other related documents”) dated April 13, 2021, by and among COUV and Carbon Ion.

Pursuant to the terms of the Share Purchase Agreement, a business combination between COUV and Carbon Ion was effected through the merger with Carbon Ion as the surviving company and as a wholly-owned subsidiary of COUV (the “Acquisition” and, collectively with the other transactions described in the Share Purchase Agreement and related documents, the “Business Combination”). Accordingly, following consummation of this agreement, the business of Carbon-ion became our main business. References to the Company include Carbon-ion or its busines following consummation of this agreement.

Having satisfied the SEC with their enquiries over our filings (Form 10 A), we were able to close the acquisition on November 12, 2021, the Company consummated the transactions contemplated by the Share Exchange Agreement with Carbon Ion and the holders (the “Carbon Ion Shareholders”) of Carbon Ion’s issued and outstanding shares of common stock, par value $0.000001 per share (“Carbon Ion Common Shares”), pursuant to which the Carbon Ion Shareholders exchanged 100% of the outstanding Carbon Ion Common Shares, for (i) 100,000 shares of Series D preferred stock, par value $0.0001 per share (“Series D Preferred Stock”), of the Company, and (ii) 100,000,000 shares of common stock, par value $0.0001 per share of the Company (“Common Stock,” and together with Series D Preferred Stock, the “Exchange Shares,” and the foregoing exchange of Carbon Ion Common Shares for Exchange Shares being the “Share Exchange”). A copy of the Share Exchange Agreement was filed as an exhibit to the Company’s Current on Form 8-K filed November 16, 2021. This was followed up by filing Schedule 14 F-1 on November 23, 2021. All these documents are shown as Exhibits for this 10 K filing.

Overview

Based on recent world events, the need for energy security is a top of the geo-political agenda, furthering the need for sustainable, renewable energy. This has been recently highlighted by the US Government’s recent investment of $30 billion in renewable energy development, which is expected to be replicated by other governments across the world.

Carbon-Ion is dedicated to the development of sustainable energy systems based on its proprietary supercapacitor technology.

The Company is positioning itself to lead its chosen markets in the UK and US by 2030 to keep pace with the worldwide goal of carbon-neutrality, initially through the development and deployment in grid services applications.

Carbon-Ion will work collaboratively to become the “go-to” partner in the industry for projects where improved management of power enables the optimization of current and future energy storage and delivery systems across a range of applications, from power grids to transportation.

Carbon Ion is developing next generation supercapacitor technology aimed at the grid and other energy storage applications.

We see both pure supercapacitor and hybrid solutions, by combining (the best in class battery solutions with supercapacitors), as the ways forward to deliver sustainable energy for the next three decades and a grid which is fit for the future. Supercapacitors are different but complimentary technology to batteries.

We are at the beginning of a forecasted once-in-a-century shift in moving away from fossil fuels to power our energy requirements across all demands for electricity. Key to this is the stability of the grid. Energy storage will be key to success in this transition with long, short and medium duration energy stores required to buffer the intermittency of renewable generation. Supercapacitors can, not only ensure stable frequency of the grid using short duration pulse power, but also support lifetime (improving capex and opex) of medium duration storage and provide a bridge to long duration storage which may be slow to start.

Our super capacitor technology has applicability in these large and changing markets, enabling the transition to clean electricity generation without the fluctuations in frequency and supply which are inherent in renewable technologies.

We have spent the last decade developing a proprietary supercapacitor technology to meet these challenges. We believe that our technology enables a new category of supercapacitor that meets the requirements for broader market adoption. The Carbon-ion (C-ion) Supercapacitor technology that we are developing is being designed to offer greater energy density and safety when compared to today’s conventional super capacitors and longer life and faster charging than batteries. Supercapacitors are best used when you need energy fast.

While current battery technology has demonstrated the benefits of Electric Vehicles (“EVs”), principally in the premium passenger car market, there are fundamental limitations inhibiting widespread adoption of battery technology. They can catch fire easily, they use rare earth materials and have limited life span and the power delivery is compromised. They are not a universally applicable energy store.

Lamborghini recognised this in their recently launched supercar costing $2.5M the ‘Sian’ that has adopted regenerative braking using super capacitors as their first move to electric powertrains. Supercapacitors can deliver more power, more quickly than a battery solution. As part of the VW Group, Lamborghini elected to go a different route to the rest with their first ever hybrid car, and not follow the industry orthodoxy of a Lithium battery solution. As a result, we believe a hybrid solution using new super capacitor technology with complimentary battery technology represents the most promising path to unlock a mass market shift. A super capacitor can provide that immediate fast delivery (instant kick) mechanism and then once momentum and velocity is achieved the system moves over to battery power. In this way, the system can be better optimised for both cost and performance.

After 30 years of gradual improvements in conventional lithium-ion batteries we believe (like others in the industry) the market needs a step change in battery technology to make mass market EVs competitive with the fossil fuel alternative. We have gone, like Lamborghini’s terzo millenio does, down a direct route to achieve this goal.

Carbon-Ion was founded to develop a new class of energy storage device with considerable functional improvements over commercially available supercapacitors and we have spent the last decade developing a proprietary supercapacitor technology to meet a range of challenges. We believe that our technology enables the realisation of a new category of supercapacitor that meets the requirements for broader market adoption. The Carbon-ion (C-ion) Supercapacitor technology that we are developing is being designed to offer greater energy density and safety when compared to today’s conventional super capacitors and longer life and faster charging than batteries. Supercapacitors are best used when you need energy fast.

The C-Ion cell will provide specific power characteristics much higher than a typical Li-ion cell. It is designed to be classified as non-flammable and non-hazardous for transport, allowing the product to be shipped easily and to comply with both current and future regulations.

Due to the method of energy storage, the cell has fewer moving parts electrochemically and can go through significantly more charge/discharge cycles and/or operate for many years of normal use.

The C-Ion cell is being designed for manufacture using technologies well known in high volume manufacture. This will enable Carbon-Ion to quickly scale-up production. Carbon-ion allows new products to be made and extra functions to be added to existing products, for example:

We will continue developing our C-ion super capacitor technology with the goal of beginning transfer to commercial production in 2026. We have evaluated each of the elements required for initial success and calculated the high performance which we expect from their combination. We are now working to combine and optimize all components of the cell. We will then further develop volume manufacturing processes to enable high volume manufacturing and minimize manufacturing costs.

We are looking to raise funds that will enable us to expand and accelerate research and development activities and undertake additional initiatives. As well as continuing to develop our scientific and engineering capabilities at Milton Park Abingdon England, we will use third party pilot lines, to achieve our goal of being prepared to begin the transition to high volume manufacturing capability from 2026.

We intend to work closely with original equipment manufacturers (“OEMs”) to make our cells widely available over time. We recognize that our supercapacitor technology has applicability in other large and growing markets including energy storage and other electricity grid type environments such a frequency response. We expect that the heavy transport industries such as shipping, trains, planes and nascent charging infrastructure will also be featured.

Our technology enables a variety of business models. In addition to joint ventures, we may look to operate solely-owned manufacturing facilities or license technology to other manufacturers. Where appropriate, we may sell know how, electrodes or other subassemblies rather than complete super capacitor cells. We intend to continue to invest in research and development beyond Gen 4.0 to improve super capacitor cell performance, improve manufacturing processes, and reduce cost subject to having raised sufficient funds to do this.

Carbon-Ion was founded to develop a new class of energy storage device with considerable functional improvements over commercially available supercapacitors.

The C-Ion cell will provide specific power characteristics much higher than a typical Li-ion cell. It is designed to be classified as non-flammable and non-hazardous for transport, allowing the product to be shipped easily and to comply with both current and future regulations.

Due to the method of energy storage, the cell has fewer moving parts electrochemically and can go through significantly more charge/discharge cycles and/or operate for many years of normal use.

The C-Ion cell is being designed for manufacture using technologies well known in high volume manufacture. This will enable Carbon-Ion to quickly scale-up production. Carbon-ion allows new products to be made and extra functions to be added to existing products, for example:

Industry Background

We believe that governmental action on climate change and the consequent drive to zero-carbon energy generation must lead to adoption of a rapidly increasing percentage of renewables in electricity generation markets. Legislation, regulation and consumer preferences coupled with growing government incentives are necessitating a once-in-a-century shift towards transient generation with basedload replaced by a range of innovative energy storage solutions.

Countries around the world are promoting a shift to renewable energy generation. The dependence on fossil fuels to power electricity is one of the largest environmental concerns, and has created reliance among industrialized and developing nations on large oil and gas imports. In turn this has exposed consumers to unstable fuel and electricity prices and health concerns related to heightened emissions.

Adding more renewables to the grid makes for an increasingly transient generation and provides challenges with frequency regulation which can be met by using high power energy storage such as C-Ion. Stand-alone supercapacitor and Hybrid energy storage systems on the grid can provide a range of services which address changes to transmission, distribution, supply (renewables) and demand (e.g. EVs) sides of the equation.

Furthermore, governments and consumers are increasingly considering alternative grid management solutions for a variety of reasons including better performance, deferring infrastructure upgrade costs, significantly lighter environmental impact, and lower maintenance and operating costs.

Mass roll-out of EVs will nececitate much more of the energy we use to be transmitted through electrical grids and stored in vehicle batteries. Automakers such as Tesla, Inc. have demonstrated that premium EVs can deliver a compelling alternative to fossil fuels and as EVs become more competitive and more affordable, we believe that they will continue to take market share from internal combustion engine (“ICE”) vehicles. Bloomberg estimates that the world demand for lithium-ion batteries could reach 400GWh (Giga Watt hours) by 2025, not only as demand for electric vehicles grows, but also as battery systems are added to grids to meet the challenges that brings. The mass roll-out of EVs will challenge national grid infrastructure. In both Grid and EV, we think stand-alone supercapacitor and Hybrid solutions (using both Supercapacitors and batteries in combination) will be the future.

Areas where Hybridisation with Supercapacitors boosts and protects other power and energy systems

In particular, we highlight four areas where hybridisation will drive broad adoption of energy storage solutions:

Supercapacitor technologies on the market today provide some of the qualities necessary for the game changing systems we imagine above but are limited in terms of Energy Density and make compromises in terms of safety and sustainability.

Carbon Ion aims to increase energy density more than threefold over it’s own previous generation of technology (industry leading performance measured in prototype pouches)

Carbon Ion does not use the commonly used but flammable and harmful solvent, Acetonitrile (methyl cyanide) in its electrolytes.

Our Product Strategy

The Company is developing and bringing to market the next generation of capacitive energy storage. These C-Ion cells use improved materials and efficient design to solve global problems in (i) delivery of power-on-demand, (ii) grid management and (iii) enabling technology for electric vehicles.

A very wide range of energy storage technologies will be needed in order to transition from a fossil-fuel based energy system to a system fueled by renewable energy sources. We believe that solutions where best available technologies work together will become increasingly essential. We are developing C-Ion products fit for this renewable age.

Power-on-Demand

The world is in the midst of a potential transition to fully electric living, which transition would disrupt nearly every industry on the planet. As a result, there is a critical need for better and more diverse energy storage in order for many industries to provide more impactful solutions to consumers of all kinds. We intend to bridge this gap in a groundbreaking way by delivering fast and clean power on demand to a broad range of applications from infrastructure to individual products. The C-Ion cells that we are developing have unique properties that allow them to charge and discharge extremely quickly, while still retaining meaningful energy storage. These unique C-Ion cells deliver a powerful boost with potential applications in enhanced grid revenue stacking or even powering take-off in electric-powered aviation.

The Company’s proposed technology and unique material properties enable an extremely fast response time that adds more value to the entire power system. C-Ion cells are designed to deliver high cycle life and ramping capabilities, along with repeated high cyclic storage with no performance degradation. This creates significant efficiencies in energy systems that will, in turn, save money, time, and resources.

Grid Market Management (Dynamic Containment)

Adding more renewables to the grid make for an increasingly transient generation and provides challenges with frequency regulation which can be met by using high power energy storage such as C-Ion. C-Ion and also hybrid systems on the grid can provide a range of services which address changes to supply (renewables) and demand (e.g., EVs) sides of the equation.

Significant loss of grid inertia has led to more numerous frequency deviations than before, and a range of technologies is needed to move toward a grid that is fully supplied by sustainable generation. For example, in August 2019 more than a million people across the UK were plunged into darkness during one of the worst power blackouts in more than a decade after the frequency of the grid fell to 48.88Hz against its benchmark 50.00Hz. The task of keeping the electrical frequency of the grid steady is becoming more challenging because of the UK’s growing renewable energy projects that do not use the same giant spinning turbines that typically help to keep frequency stable. This need to plug the gap in grid inertia will be true in every country in the world if the goal of ‘net-zero’ is adopted. The technology that we are developing can perform several roles to address issues in sustainable generation. C-Ion technology harnesses the ability to perform fast-responding, short-term energy storage to take energy from or provide energy to the grid and can provide support to improve the round-trip efficiency of renewable energy generation assets.

There are major problems with grid management in: (i) access to raw energy on short notice, and (ii) maintaining the frequency of the alternating current within the narrow 50Hz bandwidth. Supercapacitors can provide both the amount of power-on-demand (as in the case of an off-line power station), and the ability to balance the frequency required by all electrical equipment.

As the world moves away from fossil and nuclear fuels toward green energy like solar and wind, the energy input into the grid will require energy management to keep the various fluctuations of grid systems balanced. Supercapacitors offer the speed and the volume of energy required to keep grid systems up and running in the case of a sudden loss of energy input.

Electric Vehicles

Many national and regional regulatory bodies have adopted legislation to incentivize or require a shift to lower-emission and zero-emission vehicles. For example, over a dozen countries including the United Kingdom, the Netherlands, Sweden, Germany, France and Norway have announced intentions to either increase applicable environmental targets or outright ban the sale of new ICE vehicles in the next two decades. In 2020, California passed regulations requiring half of trucks sold in the state to be zero-emissions by 2035 and 100% by 2045. In 2021, the United States outlined the target of 50% EV sales share by 2030 and the European Union proposed an effective ban on the sale of new petrol and diesel cars from 2035. This global push to transition from ICE vehicles, aided by favorable government incentives and regulations, is accelerating the growth in lower- and zero-emission vehicle markets.

Bloomberg estimates that the world demand for Li-ion batteries could reach 400GWh (Gigawatt hours) by 2025 as demand for electric vehicles grows. At the same time, the mass roll-out of electric vehicles will challenge grid infrastructures. We believe that our technology could address growing energy demands for electric vehicles by storing energy at low power from the grid and delivering it quickly and at high power to vehicles.

Certain car manufacturers are developing next-generation electric vehicles that may support extremely fast charging. This allows charging stations to operate at megawatt rates of charge ten times faster than the current Tesla superchargers, according to TransportXtra. At these rates, recharging an electric vehicle for a 300-mile (450 km) range would be possible in just five minutes. C-Ion technology is well suited for upgrading the power output of recharging stations where the grid infrastructure is limited.

Furthermore, governments and consumers are increasingly considering alternative energy storage solutions for a variety of reasons including better performance, deferring infrastructure upgrade costs, significantly lighter environmental impact, and lower maintenance and operating costs. Automakers such as Tesla, Inc. have demonstrated that premium EVs can deliver a compelling alternative to fossil fuels. As EVs become more competitive and more affordable, we believe that they will continue to take market share from ICE vehicles. Bloomberg estimates that the world demand for lithium-ion batteries could reach 400GWh (Giga Watt hours) by 2025 as demand for electric vehicles grows. We believe that this shift will occur across the entire electricity chain and market segments. However, the inherent limitations of lithium-ion battery technology continue to impede improvements in EV competitiveness and cost. At the same time the mass roll-out of EVs will challenge national grid infrastructure.

In both Grid and EV, we think Hybrid solutions using both Supercapacitors and batteries in combination will be the future and highlight the following four areas where hybridization will drive broad adoption of energy storage solutions:

Our Growth Strategy

Continue to Develop our Gen4 Carbon-ion technology

We will continue developing our carbon-ion technology with the goal of beginning transfer to commercial production in 2026. We have evaluated each of the elements required for initial success and calculated the high performance which we expect from their combination. We are now working to combine and optimize all components of the cell. We will then further develop volume manufacturing processes to enable high volume manufacturing and minimize manufacturing costs. As can be seen below Gen4 (and subsequently 4.1 and 5.0) development activities represent a significant improvement over the existing technology, Gen 3.

Benefits of our technology

C-ion technology is being developed to enable significant benefits across super capacitor capacity, cycle life, cell safety, unit cost and charging speed. We believe these benefits will provide significant value to customers and enable greater customer adoption by addressing key metrics, filling technology gaps and enabling mass market adoption of a wider range of energy storage solutions:

Right Sizing (Energy for Energy, Power for Power)

Our cell design is intended to significantly increase volumetric energy density over traditional supercapacitor cells. By eliminating as much inactive material as possible at a cell level, energy storage is maximised - initially increasing volumetric energy by around 50%. Technology strategy is then targeted to further increase each subsequent development cycle. These high-power devices have a longer duration than conventional supercapacitors and can thus be used in a wider range of circumstances.

Increased safety

Our cells use a non-flammable, non-toxic electrolyte and are designed to be stable to a wide range of temperature (-40 to 80 degrees Celsius). A nail penetration test was carried out and shows no reaction in the case of a Gen3 cell, we expect this to be no different for Gen4. Many other supercapacitors use solvents such as Acetonitrile (Methyl Cyanide) in their electrolytes which are flammable and harmful.

Cost

Our technology is being developed for mass manufacture and using materials which provide value for money. Enabling mass market adoption will bring with it the economies of scale necessary to provide cost effective solutions in a range of markets. As a hybrid system, the extra longevity of battery components within the hybrid can lower the total cost of ownership. When our technology is used to buffer inadequate infrastructure, cost can be saved in deferring upgrades.

Cycle life

The inherently longer cycle life of electrostatic vs electrochemical energy storage gives an opportunity for longer life of systems either through hybridisation or alone. The extra energy storage afforded by C-Ion cells gives an advantage over some supercapacitors in that fewer cycles are needed for the same energy transferred, thus increasing lifetime of systems.

Strategic Partnerships.

Carbon-Ion is currently doing the groundwork with a view to forming key strategic research partnerships to seed the development of enabling technologies for future product generations. Where it provides good value for our shareholders, we will seek to capture intellectual property from these relationships. This kind of external innovation program not only provides benefits in terms of creating new intellectual property, but also enables thought leadership and encourages doctoral students to be trained in areas relevant for Carbon-Ion, providing a workforce for the future.

Commercially, a Chief Technical Strategist with particular experience in regional and national electrical grids has been brought on board to explore strategic relationships with a range of stakeholders in electrical grids. This will provide input to our technology development and could yield strategic investments, orders etc.

Develop Solutions

Our technology is being designed to enable a variety of business models, but must gain a good understanding of the total cost of ownership, interfacing with grids and other external systems as well as the management of hybrid systems where appropriate. In addition to scientific research we will also undertake applications engineering and management systems development at a fundamental level in order to better understand, and meet, customer needs. Where appropriate, we may build and sell cell layers rather than complete cells.

Expand Target Markets

In addition to grid market development through our Chief Technical Strategist, we are entering into discussions with stakeholders in autonomous electric vehicles, aerospace, shipping, and mass transit and will continue to gather information from these sources in order to present compelling propositions to these markets. Should any market propositions prove compelling, we will engage sales and marketing professionals with particular expertise in that field to work on our behalf.

Employees

We currently have a team of eight (8) scientists, engineers, and other staff. We are also being assisted by third-party contractors that are providing additional support. We expect to expand our management as well as the product and intellectual-property development teams in the future in oder to maintain more control over the development of our products and to meet our business plan goals.

Intellectual Property

The original Zapgo technology includes multi-layer supercapacitor cells made on commercial Li-Ion battery manufacturing lines (for Mobile phone and EV batteries) in commercially relevant sizes (again Phone/EV). Our focus has been to produce core intellectual property with a focus on nano-carbons, electrolyte, and integration of C-ion, which has resulted in high density super capacitors and high voltage super capacitors.

In the next phase of development, we intend to focus on the following initiatives:

Capturing our forecasted cost (performance) advantage at scale as compared to conventional super capacitor cells will require our team to continue process development to achieve rates of throughput, use of electricity and consumables, yield, and rate of automation demonstrated of mature super capacitor manufacturing processes. Notably, removal of water is a process step in carbon-ion manufacturing critical to both quality and product cost. We believe achieving required process cost advances is possible; our processes are designed around some tools which are already used at scale in the battery industries with the addition of alternative processing methods that may further increase the capital efficiency of the process. However, delay or failure on these fronts, and in particular with respect to water removal, would result in a higher cost of goods sold, which may limit our ability to profitably sell our super capacitors.

We intend to protect and enhance the proprietary technology and inventions that are commercially important to our business, including seeking, maintaining, and defending patent rights. We plan to protect our proprietary position through a combination of intellectual property rights in the United States and globally, including patents, trademarks, copyrights, trade secret laws, and internal procedures. Our commercial success will depend, in large part, on our ability to protect our intellectual property and proprietary technologies and all respective rights to such intellectual property and proprietary technologies therein.

As of the date hereof, our patent portfolio consists of 106 patents that have been filed worldwide, of which 41 have been issued, 3 are allowed and 62 are pending. Below is a breakdown of patents filed and issued by jurisdiction.

Our issued patents will expire commencing in December 2030 and run through to 2038. In addition, we plan to continue expanding and strengthening our IP portfolio with additional patent applications in the future. This team has focused on our technical expertise and identified over twenty (20) areas of interest where we now intend to file for numerous additional patents, subject to availability of sufficient funding. During this exercise we identified over forty (40) areas of ‘know-how,’ with particular emphasis on manufacturing and performance.

We may not be able to obtain protection for our intellectual property, and our existing and future patents, trademarks, know-how, and other intellectual property rights may not provide us with competitive advantages or distinguish our products and services from those of our competitors. Our pending patent applications and future applications may not result in the issuance of patents, and any resulting issued patents may have claims narrower than those in our patent applications. Additionally, our current and future patents, trademarks, and other intellectual property rights may be contested, circumvented, or found unenforceable or invalid, and we may not be able to prevent third parties from infringing them. Our internal controls may not always be effective at preventing unauthorized parties from obtaining our intellectual property and proprietary technologies.

Other companies that own patents, copyrights, trademarks, trade secrets, and other intellectual property rights related to our technology-related industries frequently enter into litigation based on allegations of infringement, misappropriation, and other violations of intellectual property or other rights. Third parties, including our competitors, may make claims from time to time that we have infringed their patents, trademarks, copyrights, trade secrets, or other intellectual property rights. As our business grows and competition rises, the risk of facing claims related to intellectual property and litigation matters will likely increase.

Competition

In order to differentiate our Company from competitors, we will work in the following ways and according to the following principles:

There are currently several companies that are focused on the development of supercapacitors, and we expect several more competitors to enter into this market in the next few years. These competitors include Maxwell Technologies, Skeleton Technologies, Superdielectrics and NAWA Technologies. Many other companies develop or manufacture supercapacitors as part of a wider range of electronic components or batteries and also form part of the competitive landscape for the Company.

Many of our competitors have greater financial resources, longer operating histories, greater brand recognition and stability, larger customer bases and significantly greater technical, sales, and marketing, and other resources than us. We expect to encounter new competitors as we enter new markets as well as increased competition, both domestically and internationally. Being a technology forward company, continued advancements, innovative new services, and new products from other competitors that are introduced may reduce demand for our solutions or make them obsolete. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties and rapidly acquire significant market share. Despite our differentiators, increased competition could also result in price reductions and loss of market share, any of which could result in lower revenue and negatively affect our ability to grow our business.

Process Development

Though our C-ion design is unique, its manufacturing relies on well-established, high-volume production processes currently deployed globally in other industries at large scale. We plan to outsource to OEM’s to manufacture cells, but will develop the process to a point which retains significant intellectual property.

Government Regulation and Compliance

There are government regulations mandated by the U.S. Department of Transportation pertaining to battery safety, transportation of batteries, disposal of batteries and to some extent this also pertains to super capacitors. We will comply with these regulations if we sell our supercapacitor into the U.S. market and have confidence that the ability to fully discharge our cells and their non-flammable, non-toxic electrolyte components will make this process more straightforward than for Lithium containing cells. Hybrid systems will, of course, comply fully with all applicable safety, transportation and disposal requirements. The license and sale of our super capacitor abroad may be the subject to export regulations in the future.

Employees

As of December 31, 2022, we employed approximately 8 employees, based primarily in our R&D Facility in Abingdon, Oxfordshire UK. 5 of those employees are engaged in research and development and related functions, and more than three quarters of these employees hold engineering and scientific degrees at postgraduate level.

We value diversity as a key enabler of novel thinking and recognize the importance of building a positive, inclusive culture to achieve a diverse and innovative workforce. Our human resource strategy is centered around the retention and development of employees which is necessary to achieve our stated aims.

Other Corporate Information

General information

Our corporate business address is 2093 Philadelphia Pike #8334, Claymont, DE 19703. Our phone number is (302) 273-1150. Our website is www.corpuniverse.com. Our email address is info@corpuniverse.com. The information contained in, or that can be accessed through, our website is not part of this Annual Report.

Reports to Security Holders

The Company’s common stock is registered under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) and will comply with the requirements of the Exchange Act and file all reports required unde the Exchange Act.

The public may read and copy any materials the Company files with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

Item 1A. Risk Factors

Not required for smaller reporting companies.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We maintain our current principal office at 2093 Philadelphia Pike #8334, Claymont, DE 19703. Our telephone number at this office is (302) 273-1150. The Company leases this virtual space on a month-to-month basis in a multi-tenant facility for $200 per month. The lease also provides for conference room space, co-working space and other services on an as-needed basis for an additional charge. This facility lease can be terminated upon 30 days written notice by the Company.

We maintain our Research and Development Laboratory at 154c ii Brook Drive, Milton Park, Abingdon, Oxforshire England OX14 4SD. We entered into a five year non-cancellable operating lease for this laboratory space on August 2, 2021 with an average monthly rent of approximately $8,500 over the lease term, including VAT, plus utilities and a pro-rated share of any joint charges as reasonably determined by the landlord.

We maintain a sales office at 8500 One World Trade Center, New York, 10007

Item 3. Legal Proceedings

Other than as described below, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

On February 9, 2021, the Company received notice of a ten-day temporary trading suspension from the Securities and Exchange Commission (the “SEC”). The SEC’s release on February 9, 2021 cited questions regarding the accuracy and adequacy of information in the marketplace related to publicly available information concerning COUV including: (a) a statement made by COUV on December 1, 2020 that it is currently selling a mask proven to filter 98% of COVID-19 particles and is scientifically proven to kill COVID-19 particles; and (b) a statement made by COUV on December 16, 2020 that it has entered into a definitive letter of intent to acquire a company that holds 30 patents related to Carbon-Ion supercapacitor technology. The temporary trading suspension of our Common Stock commenced on February 10, 2021 and ended on February 24, 2021. Since that time, the OTC Markets Group has discontinued the public display of quotes for this security because it has been labeled “Caveat Emptor” (Buyer Beware). The OTC Markets Group designates certain securities as “Caveat Emptor” and places a skull and crossbones icon next to the stock symbol when there may be reason for investors to exercise additional caution and perform thorough due diligence before making an investment decision in that security. In addition, COUV is delinquent with its SEC reporting requirements. The OTC Markets Group will resume the public display quotes if they are able to confirm that the company is eligible to be designated as “Current Information” and believe that a public interest concern no longer exists. Investors are encouraged to use caution and due diligence in their investment decisions.

On October 13, 2020, we filed a Complaint in the United States District Court of Maryland (the “Court”) under Case No. 1:20-cv-02925-ELH against three corporate entities which are shareholders of the Company’s Common Stock, related to issuances of 56,666,660 common shares to them in 2010, by former management. On September 9, 2021 the Company was successful in this action and unauthorised shares issued were cancelled.

On October 28, 2020, we filed an Amended Complaint which added a fourth shareholder, who holds 10,000,000 shares of our Common Stock as a defendant. This case has now been moved over jurisdiction related issues and is now before the Courts in New York, pending resolution.

Item 4. Mine Safety Disclosures.

Not Applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock was qualified for quotation on the OTC Markets-OTC Pink under the symbol “COUV” and was quoted on the OTC Pink until the temporary trading suspension, which began on February 10, 2021. Since the expiration of the temporary trading suspension on February 24, 2021, the OTC Markets Group has discontinued the public display of quotes for this security because it has been labeled “Caveat Emptor” (Buyer Beware) and placed a skull and crossbones icon next to the stock symbol to advise there may be reason for investors to exercise additional caution and perform thorough due diligence before making an investment decision in COUV. The following table sets forth the range of the high and low bid prices per share of our common stock for each quarter as reported in the over-the-counter markets. These quotations represent interdealer prices, without retail markup, markdown or commission, and may not represent actual transactions. There currently is no liquid trading market for our common stock. There can be no assurance that a significant active trading market in our common stock will develop, or if such a market develops, that it will be sustained.

The following table sets forth the high and low bid prices for our Common Stock per quarter as reported by the OTC Markets Pink Sheets for the quarterly periods as indicated below. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.

There was no stock price published until October 30, 2020 as a consequence of the business being not current with its filings until that date as per Form 1-U filed on relating to matters of the business dated July 15, 2020, a gap of some ten (10) years.

The ability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer’s securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, we have no plans to register our securities in any particular state. Further, our shares may be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the “penny stock” rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

The SEC generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the SEC; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer’s net tangible assets; or exempted from the definition by the SEC. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000 by an individual, or $300,000 together with his or her spouse), are subject to additional sales practice requirements.

For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements must be sent to clients disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock and may affect the ability of stockholders to sell their shares.

Shares sold pursuant to exemptions from registration are deemed to be “restricted” securities as defined by the Securities Act. As of December 31, 2022, out of a total of 2,500,000,000 shares authorized, 331,810,648 shares are issued as restricted securities and can only be sold or otherwise transferred pursuant to a registration statement under the Securities Act or pursuant to an available exemption from registration. Of such restricted shares, 175,289,220 shares are held by affiliates (directors, officers and 5% holders), with the balance of restricted shares being held by non-affiliates.

In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who has beneficially owned restricted shares of a reporting company for at least six months, including any person who may be deemed to be an “affiliate” of the company (as the term “affiliate” is defined under the Securities Act), is entitled to sell, within any three-month period, an amount of shares that does not exceed the greater of (i) the average weekly trading volume in the company’s common stock, as reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding such sale or (ii) 1% of the shares then outstanding. In order for a stockholder to rely on Rule 144, adequate current public information with respect to the company must be available. A person who is not deemed to be an affiliate of the company and has not been an affiliate for the most recent three months, and who has held restricted shares for at least one year is entitled to sell such shares without regard to the various resale limitations under Rule 144. Under Rule 144, the requirements of paragraphs (c), (e), (f), and (h) of such Rule do not apply to restricted securities sold for the account of a person who is not an affiliate of an issuer at the time of the sale and has not been an affiliate during the preceding three months, provided the securities have been beneficially owned by the seller for a period of at least one year prior to their sale. For purposes of this registration statement, a controlling stockholder is considered to be a person who owns 10% or more of the company’s total outstanding shares, or is otherwise an affiliate of the Company. No individual person owning shares that are considered to be not restricted owns more than 10% of the Company’s total outstanding shares.

Holders

As of December 31, 2022 we had 252 shareholders of common stock per transfer agent’s shareholder list. There are over 9,500 Nominee shareholders of record held with their respective stockbrokers.

Dividends

The Company has not paid any cash dividends to date and does not anticipate or contemplate paying any dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the growth of the Registrant’s business.

Equity Compensation Plan Information

The Company has not yet adopted an equity compensation plan.

Recent Sales of Unregistered Securities

On December 31, 2021, our wholly owned subsidiary CIE, executed a promissory note in the amount of $585,000 due to an entity that is beneficially owned and controlled by the President of the COUV, who is also a director and stockholder, and received proceeds in the same amount for working capital purposes. This note is unsecured, accrues interest at a rate of 1.9% per annum, and is payable on demand. This note was sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

On various dates from February 16, 2022 through October 26, 2022, our wholly owned subsidiary CIE, issued promissory notes in amounts totaling $190,000 due to an unrelated third party and received proceeds in the same amount for working capital purposes. These notes are unsecured, accrue interest at rates ranging from 3% to 15% per annum and have maturity dates ranging from on demand to June 23, 2023. These notes were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

On various dates from July 26, 2022 through November 29, 2022, our wholly owned subsidiary CIE, issued a series of promissory notes in amounts totaling $206,500 due to unrelated third parties and received proceeds of $199,866 for working capital purposes. The difference of $6,634 relates to transaction fees which were immediately expensed and classified in general and administrative expenses. These notes are unsecured, accrue interest at the rate of 10% per annum, and mature on June 15, 2024. These notes were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

On August 10, 2022, our wholly owned subsidiary CIE, issued a promissory note in the amount of $125,000 due to an unrelated third party and received proceeds in the same amount for working capital purposes. This note is unsecured, accrues interest at the rate of 15% per annum, and matures on June 28, 2023. This note was sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

On various dates from December 22, 2022 through December 27, 2022, we issued a series of promissory notes in amounts totaling $530,000 due to unrelated third parties and received proceeds in the same amount for working capital purposes. These notes are unsecured, accrue interest at the rate of 10% per annum, and mature on various dates from December 22, 2023 through December 27, 2023. Under the terms of this financing, we also issued 13,250,000 shares of its common stock. These notes and shares were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

On various dates from January 9, 2023 through April 16, 2023, we issued a series of promissory notes in amounts totaling $448,750 due to unrelated third parties for working capital purposes. These notes are unsecured, accrue interest at the rate of 10% per annum, and mature on various dates from January 9, 2024 through April 16, 2024. Under the terms of this financing, we also issued 11,215,750 shares of its common stock. These notes and shares were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 6. Selected Financial Data.

Not applicable because we are a smaller reporting company.

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our financial statements and summary of selected financial data for Corporate Universe, Inc. Such discussion represents only the best present assessment from our Management.

Management’s discussion and analysis of results of operations and financial condition (“MD&A”) is a supplement to the accompanying consolidated financial statements and provides additional information on Corporate Universe, Inc.’s (“COUV” or the “Company’) business, current developments, financial condition, cash flows and results of operations.

Description Of The Company

Based on recent world events, the need for energy security is a top of the geo-political agenda, furthering the need for sustainable, renewable energy. This has been recently highlighted by the US Government’s recent investment of $30 billion in renewable energy development, which is expected to be replicated by other governments across the world.

Carbon-Ion is dedicated to the development of sustainable energy systems based on its proprietary supercapacitor technology.

The Company is positioning itself to lead its chosen markets in the UK and US by 2030 to keep pace with the worldwide goal of carbon-neutrality, initially through the development and deployment in grid services applications.

Carbon-Ion will work collaboratively to become the “go-to” partner in the industry for projects where improved management of power enables the optimization of current and future energy storage and delivery systems across a range of applications, from power grids to transportation.

Carbon Ion is developing next generation supercapacitor technology aimed at the grid and other energy storage applications.

We see both pure supercapacitor and hybrid solutions, by combining (the best in class battery solutions with supercapacitors), as the ways forward to deliver sustainable energy for the next three decades and a grid which is fit for the future. Supercapacitors are different but complimentary technology to batteries.

We are at the beginning of a forecasted once-in-a-century shift in moving away from fossil fuels to power our energy requirements across all demands for electricity. Key to this is the stability of the grid. Energy storage will be key to success in this transition with long, short and medium duration energy stores required to buffer the intermittency of renewable generation. Supercapacitors can, not only ensure stable frequency of the grid using short duration pulse power but also support lifetime (improving capex and opex) of medium duration storage and provide a bridge to long duration storage which may be slow to start.

Our super capacitor technology has applicability in these large and changing markets, enabling the transition to clean electricity generation without the fluctuations in frequency and supply which are inherent in renewable technologies.

We have spent the last decade developing a proprietary supercapacitor technology to meet these challenges. We believe that our technology enables a new category of supercapacitor that meets the requirements for broader market adoption. The Carbon-ion (C-ion) Supercapacitor technology that we are developing is being designed to offer greater energy density and safety when compared to today’s conventional super capacitors and longer life and faster charging than batteries. Supercapacitors are best used when you need energy fast.

While current battery technology has demonstrated the benefits of EVs, principally in the premium passenger car market, there are fundamental limitations inhibiting widespread adoption of battery technology. They can catch fire easily, they use rare earth materials and have limited life span and the power delivery is compromised. They are not a universally applicable energy store.

Lamborghini recognised this in their recently launched supercar costing $2.5M the ‘Sian’ that has adopted regenerative braking using super capacitors as their first move to electric powertrains. Supercapacitors can deliver more power, more quickly than a battery solution. As part of the VW Group, Lamborghini elected to go a different route to the rest with their first ever hybrid car, and not follow the industry orthodoxy of a Lithium battery solution. As a result, we believe a hybrid solution using new super capacitor technology with complimentary battery technology represents the most promising path to unlock a mass market shift. A super capacitor can provide that immediate fast delivery (instant kick) mechanism and then once momentum and velocity is achieved the system moves over to battery power. In this way, the system can be better optimised for both cost and performance.

After 30 years of gradual improvements in conventional lithium-ion batteries we believe (like others in the industry) the market needs a step change in battery technology to make mass market EVs competitive with the fossil fuel alternative. We have gone, like Lamborghini’s terzo millenio does, down a direct route to achieve this goal.

We will continue developing our C-ion super capacitor technology with the goal of beginning transfer to commercial production in 2026. We have evaluated each of the elements required for initial success and calculated the high performance which we expect from their combination. We are now working to combine and optimize all components of the cell. We will then further develop volume manufacturing processes to enable high volume manufacturing and minimize manufacturing costs.

We are looking to raise funds that will enable us to expand and accelerate research and development activities and undertake additional initiatives. As well as continuing to develop our scientific and engineering capabilities at Milton Park Abingdon England, we will use third party pilot lines, to achieve our goal of being prepared to begin the transition to high volume manufacturing capability from 2026.

We intend to work closely with original equipment manufacturers (“OEMs”) to make our cells widely available over time. We recognize that our supercapacitor technology has applicability in other large and growing markets including energy storage and other electricity grid type environments such a frequency response. We expect that the heavy transport industries such as shipping, trains, planes and nascent charging infrastructure will also be featured.

Our technology enables a variety of business models. In addition to joint ventures, we may look to operate solely-owned manufacturing facilities or license technology to other manufacturers. Where appropriate, we may sell know how, electrodes or other subassemblies rather than complete super capacitor cells. We intend to continue to invest in research and development beyond Gen 4.0 to improve super capacitor cell performance, improve manufacturing processes, and reduce cost subject to having raised sufficient funds to do this.

Carbon-Ion was founded to develop a new class of energy storage device with considerable functional improvements over commercially available supercapacitors.

The C-Ion cell will provide specific power characteristics much higher than a typical Li-ion cell. It is designed to be classified as non-flammable and non-hazardous for transport, allowing the product to be shipped easily and to comply with both current and future regulations.

Due to the method of energy storage, the cell has fewer moving parts electrochemically and can go through significantly more charge/discharge cycles and/or operate for many years of normal use.

The C-Ion cell is being designed for manufacture using technologies well known in high volume manufacture. This will enable Carbon-Ion to quickly scale-up production. Carbon-ion allows new products to be made and extra functions to be added to existing products, for example:

Critical Accounting Policies

Our significant accounting policies are summarized in Note 2 to our audited consolidated financial statements for the years ended December 31, 2022 and 2021. Certain of our accounting policies require the application of significant judgment by our management, and such judgments are reflected in the amounts reported in our consolidated financial statements. In applying these policies, our management uses judgment to determine the appropriate assumptions to be used in the determination of estimates. Those estimates are based on our historical experience, terms of existing contracts, our observance of market trends, information provided by our strategic partners and information available from other outside sources, as appropriate. Actual results may differ significantly from the estimates contained in our consolidated financial statements.

Results of Operations

Twelve Months Ended December 31, 2022 vs. December 31, 2021

Revenues

Revenues for the twelve months ended December 31, 2022 were $0 as compared with $0 for the comparable prior year period, a change of $0, or 0%. The lack of revenue is due to the fact that the Company did not generate any sales in 2022 and 2021 from its supercapacitor technology.

Operating Expenses

Operating expenses for the twelve months ended December 31, 2022 were $2,166,103 as compared with $3,066,229 for the comparable prior year period, a decrease of $900,126 or 29%. The decrease in operating expenses is primarily attributable to decreases in officers’ salaries and general salaries and wages of $458,278 and $867,625, respectively, directly related to continuing payment obligations made during 2021 related to the purchase of the business assets out of bankruptcy in 2020 and was offset by an increase in legal and professional fees of $274,364 primarily related to the cost of bringing the Company current with it’s public company filing requirements.

Operating Loss

The net operating loss for the twelve months ended December 31, 2022 was $2,166,103 as compared with $3,066,229 for the comparable prior year period, a decrease of $900,126 or 29%. The decrease in net operating loss is directly attributable to the decrease in operating expenses described above.

Other Income (Expenses)

Our other income (expenses) for the twelve months ended December 31, 2022 was expense of $319,320 as compared to income of $51,693 for the comparable prior year period, a change of $371,013. This change was primarily related to the recording of a loss on intellectual property of $210,814 during the twelve months ended December 31, 2022 and the gain related to the settlement of the ZapGo rent obligation during the twelve months ended December 31, 2021 of $121,718.

Income Tax Credits

Income tax credits for the twelve months ended December 31, 2022 were $330,183 as compared to $437,994 for the comparable period prior year period, a decrease of $107,811 or 25%. These credits are R&D tax credits allowed in the UK for certain payroll and related costs incurred by Oxion. The credit for the twelve months ended December 31, 2022 is less than the credit for the comparable prior year period due a reduced level of payroll in the UK.

Net Loss

Our net loss for the twelve months ended December 31, 2022 was $2,155,240 as compared with $2,576,542 for the comparable prior year period, a decrease of $421,302 or 16%. This decrease is attributable to the decrease in operating expenses of $900,126 offset by the decrease in other income (expense) of $371,013 and the decrease in income tax credits of $107,811 as described above.

Current Liquidity and Capital Resources for the Twelve Months Ended December 31, 2022 compared to Twelve Months Ended December 31, 2021

Operating Activities

Cash used in operations of $1,625,540 during the year ended December 31, 2022 was primarily a result of our $2,155,240 net loss reconciled with our net non-cash expenses relating to amortization of right of use assets and loss on impairment of intellectual property as well as changes in prepaid expenses, income tax credits receivable, security deposits, accounts payable and accrued expenses, payroll taxes payable, and operating lease liabilities. Cash used in operations of $1,806,494 during the year ended December 31, 2021 was primarily a result of our $2,576,542 net loss reconciled with our net non-cash expenses relating to amortization of right of use assets as well as changes in deferred legal fees, prepaid expenses, income tax credits receivable, COVID-19 HM furlough support, security deposits, accounts payable and accrued expenses, and payroll taxes payable.

Investing Activities

Cash used in investing activities of $819,295 during the year ended December 31, 2022 was primarily a result of $697,570 for the acquisition of property and equipment for the new laboratory as well as $121,725 for additional purchases of intellectual property. Cash used in investing activities of $278,854 during the year ended December 31, 2021 was primarily a result of $265,961 used in the acquisition of intellectual property.

Financing Activities

Cash provided by financing activities of $3,036,645 during the year ended December 31, 2022 consisted primarily of proceeds from the issuance of common stock of $1,446,999, notes payable of $770,597, convertible notes payable of $206,500 and advances from stockholders of $605,049. Cash provided by financing activities of $2,054,375 during the year ended December 31, 2021 consisted primarily of proceeds from the issuance of preferred stock of $1,754,160, notes payable issued to related parties of $585,000, and repayment of loan obligations of $191,268.

Future Capital Requirements

Our capital requirements for 2023 will depend on numerous factors, including management’s evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures, acquisitions, and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts and being a public company.

The sale of additional equity or debt securities may result in additional dilution to our shareholders. Any such required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.

Inflation

The amounts presented in our consolidated financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Item 7A. Quantitative and Qualitative Disclosure about Market Risks

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

Item 8. Financial Statements and Supplementary Data

CORPORATE UNIVERSE, INC.

Index To Consolidated Financial Statements

For The Years Ended December 31, 2022 And 2021

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Corporate Universe, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Corporate Universe, Inc. (the Company) as of December 31, 2022 and 2021, and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company has incurred operating losses and has no product sales. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public  accounting  firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

3001 N. Rocky Point Dr. East, Suite 200 •Tampa, Florida 33607 • 813.367.3527

Impairment of Long-Lived Assets

As described in Note 2 to the Company’s financial statements, when facts and circumstances indicate that the carrying value of long-lived assets may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of revenues and the resulting gross profit and cash flows. If the sum of the expected future cash flows is less than the carrying amount, an impairment loss is recognized for the amount by which the carrying amount of the asset exceeds fair value.

We identified the Company’s application of impairment of long-lived assets as a critical audit matter. The principal considerations for our determination of this critical audit matter related to the high degree of subjectivity in the Company’s judgments in determining the qualitative factors. Auditing these judgments and assumptions by the Company involves auditor judgment due to the nature and extent of audit evidence and effort required to address these matters.

The primary procedures we performed to address these critical audit matters included the following:

·         We  obtained  management’s  impairment  analysis  on  the  intangibles  and  performed  the  following procedures:

-       Reviewed the analysis and determined if the Company assessed the intangible assets at the appropriate level.

-       Reviewed the qualitative factors analyzed by the Company and performed an assessment of any possible indicators of impairment.

-       Assessed and tested the assumptions used by management and evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the determination of whether an impairment exists.

/s/ Accell Audit & Compliance, P.A.

We have served as the Company’s auditor since 2021.

Tampa, Florida

April 17, 2023

Corporate Universe, Inc. and Subsidiary

Notes to Consolidated Financial Statements

For The Years Ended December 31, 2022 and 2021

(1) Organization and Business Description

Corporate Universe, Inc. ("COUV”) was incorporated in Delaware on May 28, 1986. On July 17, 2020, the Company changed its name from Carrier Alliance Group Inc. to Corporate Universe, Inc.

The accompanying consolidated financial statements include COUV and its wholly-owned subsidiary Carbon-Ion Energy, Inc. (“CIE”), which includes its wholly owned subsidiary Oxcion Limited (“OXC”) (collectively, the “Company”).

CIE was incorporated under the laws of the State of Delaware on December 29, 2020 and operates as a holding company for OXC, which was incorporated under the laws of England and Wales on February 20, 2009. OXC operated as a business consulting entity until December 31, 2020. Effective March 11, 2021, OXC became a wholly-owned subsidiary of CIE pursuant to a share exchange agreement (see Note 12) whereby the existing stockholders of OXC received the same pro-rata equity interests in CIE. Going forward, OXC plans to market its patented super capacitor technology to customers worldwide.

Effective November 12, 2021, CIE became a wholly-owned subsidiary of COUV pursuant to a share exchange agreement (see Note 12) whereby the existing stockholders of CIE obtained control of COUV. The transaction was accounted for as a change in control with COUV being considered the accounting acquired company and CIE being considered the accounting acquirer. The fiscal year end of the consolidated Company is December 31st.

(2) Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

For financial statement presentation purposes, the Company considers all short-term investments with an original maturity date of three months or less to be cash equivalents.

Inventory

Inventory, which consists substantially of raw materials, is stated at the lower of cost (first-in, first-out basis) or market (net realizable value). The inventory is valued at the end of each fiscal year for the purpose of determining if a reserve for obsolescence needs to be recorded. There is no reserve for obsolescence as of December 31, 2022 or 2021.

Property and Equipment

Property and equipment is stated at cost. Maintenance and repairs are expensed as incurred. Upon sale or disposition of assets, any gain or loss is included in the consolidated statements of operations. The cost of property and equipment is depreciated using the straight line method over the estimated useful lives of the assets when placed in service, which range from three to seven years.

Income Taxes

The Company has adopted Financial Accounting Standards Board (“FASB”) Account Standards Codification (“ASC”) 740-10, “Accounting for Income Taxes”, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination.

OXC accrues research and development (“R&D”) tax credits payable by the HM Revenue and Customs (“HMRC”) in England based on 14.50% of qualified R&D payroll costs. OXC, at it’s sole dicretion, can elect to forego the tax credit and carryforward the qualified R&D payroll costs to offset future taxable income in England.

Intellectual Property

The Company’s intangible assets consist of patents on its technology, recorded at cost. Cost is based on third party expenditures for patent acquisitions and applications. OXC will begin amortizing the intangibles over their estimated remaining useful life when it begins revenue-producing activities. OXC will determine the useful lives of its intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors that will be considered when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the long-term strategy for using the asset, any laws or other local regulations that could impact the useful life of the asset, and other economic factors, including competition and specific market conditions.

Impairment of Long-lived Assets

Potential impairments of long-lived assets are reviewed when events or changes in circumstances indicate a potential impairment may exist. In accordance with ASC 360-10, “Property, Plant and Equipment – Overall,” impairment is determined when estimated future undiscounted cash flows associated with an asset are less than the asset’s carrying value. The impairment for the years ended December 31, 2022 and 2021 was $210,814 and $0, respectively

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606, “Revenue from contracts with customers.” Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of FASB ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company expects to recognize revenues as the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied.

Stock Based Compensation Expense

The Company records stock-based compensation in accordance with the provisions of FASB ASC 718, “Accounting for Stock Compensation,” which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. As of December 31, 2022 and 2021, there were no options outstanding.

Convertible Debentures

The Company adopted the guidance in Accounting Standards Updated ("'ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity on January 1, 2022. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity. Additionally. ASU 2020-06 removes the requirements for accounting for beneficial conversion features. The Company adopted ASU 2020-06 utilizing the modified retrospective method, which resulted in an immaterial impact to the Company.

Leases

The Company accounts for leases in accordance with FASB ASC 842, “Leases”. Based on this standard, the Company determines if an agreement is a lease at inception. Operating leases are included in operating lease – right to use assets, current portion of operating lease liabilities, and operating lease liabilities, net of current portion in the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion in long-term debt, net and long-term debt, less current portion and debt issuance costs in the Company’s consolidated balance sheets.

As permitted under FASB ASC 842, the Company has made an accounting policy election not to apply the recognition provisions to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. The Company did not have any short-term leases at December 31, 2022 and 2021.

Foreign Currency Translation

Assets and liabilities of CIE’s U.K. subsidiary are translated from pounds sterling to United States dollars at the exchange rate in effect at the consolidated balance sheet date. Income and expenses are translated at average exchange rates during the year. The translation adjustment for the reporting period is included in the Company’s consolidated statements of operations and comprehensive loss, and the cumulative effect of these adjustments are reported in the Company’s consolidated balance sheets as a cumulative translation adjustment within stockholders’ deficit.

Net Income (Loss) Per Common Share

The Company computes loss per common share, in accordance with FASB ASC 260, “Earnings Per Share”, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options, warrants and convertible preferred stock.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

(3) Going Concern

As of December 31, 2022 and 2021, the Company has accumulated operating losses of $5,132,013 and $2,976,773, respectively, has yet to commence operations, and has no product sales related to its patented battery storage technology that was acquired on September 11, 2020, all of which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, the Company is currently addressing its liquidity issues by continually seeking investment capital through private placement of common stock and debt. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that the Company will be able to complete any additional sales of equity securities or be able to arrange for other financing to fund planned business activities.

(4) Property and Equipment

Property and equipment consisted of the following at December 31:

Property and equipment has not been placed in service and, as such, there was no depreciation expense for the years ended December 31, 2022 and 2021.

(5) Intellectual Property

Intellectual property at December 31, 2022 and 2021, in the amounts of $528,357 and $613,024, respectively, are net of reserves for impairment of $240,506 and $34,114, respectively, as of those dates. The intellectual property includes various super capacitor technology patents that were acquired on September 11, 2020 as part of the ZapCo Ltd acquisition, plus legal fees subsequently incurred directly related to these patents and additional patent applications. The Company has deferred amortizing the intellectual property until it begins revenue operations in order to more accurately match the expense with the revenue. As such, there was no amortization expense for the years ended December 31, 2022 and 2021.

(6) Operating Lease Right-of-Use Assets and Operating Lease Liabilities

On May 5, 2021, the Company entered into two short-term operating lease agreements for laboratory equipment. One lease runs through April 5, 2023 and the other through May 5, 2023 with monthly rental payments of $1,221 and $605, respectively.

On July 31, 2021, the Company entered into a three-year operating lease agreement for laboratory equipment. The lease runs through July 31, 2024 with monthly rental payments of approximately $4,600, including VAT, plus utilities and a pro-rata share of any joint charges as reasonably determined by the landlord.

On August 2, 2021, the Company entered into a five-year operating lease agreement for laboratory in Oxfordshire, England. The lease runs through August 2, 2026 with average monthly rental payments of approximately $8,500, including VAT, plus utilities and a pro-rata share of any joint charges as reasonably determined by the landlord.

Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is the Company’s incremental borrowing rate is estimated to be 10% as the interest rate implicit in most of the Company’s leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. The Company recorded $167,012 and $78,816 as operating lease expense for the years ended December 31, 2022 and 2021, respectively. Such expense was classified in general and administrative expenses on the consolidated statements of operations and comprehensive loss.

Right-of-use assets consisted of the following at December 31:

Operating lease liabilities consisted of the following at December 31:

The maturity of lease liabilities for the years ending each December 31st is as follows:

(7) Payroll Taxes Payable

On August 27, 2021, OXC entered into an installment payment arrangement with HM Revenue & Customs in England for the payroll taxes balance due of $364,538 at June 30, 2021 plus approximately $54,600 for the July payroll tax liability. Payments are to be made in five monthly installments of approximately $76,120 beginning in October 2021 with the final installment due in March 2022 of approximately $38,600 plus any interest that will be due. The outstanding balance at December 31, 2021 related to this installment payment arrangement was $191,840, which is included in payroll taxes payable on the consolidated balance sheets and was paid off in 2022.

On April 2, 2022, OXC entered into an additional installment payment arrangement with HMRC for payroll taxes liabilities of approximately $277,000, including the $38,600 balance due from the previous installment payment arrangement. Payments were to be in made in four monthly installments of approximately $69,250 each beginning in May 2022 through August 2022, but were put on hold while the R&D income tax credits through March 31, 2022 were being processed by the HM Revenue & Customs. Although the R&D income tax credits were finalized and remitted to OXC on August 24, 2022, an updated installment payment arrangement has yet to be established with HM Revenue & Customs.

Payroll taxes payable at December 31, 2022 and 2021 were $386,001 and $398,299, respectively.

On January 13, 2023, OXC entered into an additional installment payment arrangement with HMRC as described in Note 17, Subsequent Events.

(8) Due To Stockholders

Due to stockholders totaled $610,908 and $5,859 as of December 31, 2022 and 2021, respectively. The balance as of December 31, 2022 represents monies advanced to CIE for working capital purposes by the President of COUV, who is also a director and stockholder. The balance as of December 31, 2021 represents monies advanced to CIE for working capital purposes by the Chief Financial Officer of COUV, who is also a stockholder. These amounts are unsecured, non-interest bearing, and payable upon demand.

(9) Note Payable Due To Related Party

On December 31, 2021, CIE executed a promissory note in the amount of $585,000 due to an entity that is beneficially owned and controlled by the President of COUV, who is also a director and stockholder, and received proceeds in the same amount for working capital purposes. This note is unsecured, accrues interest at a rate of 1.9% per annum, and is payable on demand. Principal outstanding in connection with this note totals $585,000 as of December 31, 2022 and 2021. Accrued interest outstanding in connection with this note totals $11,115 and zero as of December 31, 2022 and 2021, respectively, which is included within accounts payable and accrued expenses on the consolidated balance sheets. Interest expense in connection with this note totals $11,115 and zero for the years ended December 31, 2022 and 2021, respectively.

(10) Notes Payable

On various dates from February 16 through October 26, 2022, CIE executed promissory notes in amounts totaling $190,000 due to an unrelated third party and received proceeds in the same amount for working capital purposes. These notes are unsecured, accrue interest at rates ranging from 3% to 15% per annum, and have maturity dates ranging from on demand to June 23, 2023. Principal outstanding in connection with these notes totals $190,000 and zero as of December 31, 2022 and 2021, respectively. Accrued interest outstanding in connection with these notes totals $10,148 and zero as of December 31, 2022 and 2021, respectively, which is included within accounts payable and accrued expenses on the consolidated balance sheets. Interest expense in connection with these notes totals $10,113 and zero for the years ended December 31, 2022 and 2021, respectively.

On April 5, 2022, CIE executed a promissory note in the amount of $275,000 due to an unrelated third party and received proceeds of $250,000 for working capital purposes. This note is unsecured, accrues interest at the rate of 15% per annum, and matures on May 5, 2023. The difference of $25,000 was recorded as a debt discount and is being amortized to interest expense on a straight-line basis through the maturity date of the note. Principal outstanding in connection with this note totals $275,000 and zero as of December 31, 2022 and 2021, respectively. Accrued interest outstanding in connection with this note totals $30,061 and zero as of December 31, 2022 and 2021, respectively, which is included within accounts payable and accrued expenses on the consolidated balance sheets. Interest expense in connection with this note totals $30,061 and zero for the years ended December 31, 2022 and 2021, respectively. Amortization of debt discount expense in connection with this note totals $17,008 and zero for the years ended December 31, 2022 and 2021, respectively. The unamortized debt discount in connection with this note is $7,992 and zero as of December 31, 2022 and 2021, respectively, which results in a discounted note balance of $267,008 and zero as of December 31, 2022 and 2021, respectively.

On August 10, 2022, CIE executed a promissory note in the amount of $125,000 due to an unrelated third party and received proceeds in the same amount for working capital purposes. This note is unsecured, accrues interest at the rate of 15% per annum, and matures on June 28, 2023. Principal outstanding in connection with this note totals $125,000 and zero as of December 31, 2022 and 2021, respectively. Accrued interest outstanding in connection with this note totals $7,346 and zero as of December 31, 2022 and 2021, respectively, which is included within accounts payable and accrued expenses on the consolidated balance sheets. Interest expense in connection with this note totals $7,346 and zero for the years ended December 31, 2022 and 2021, respectively.

On various dates from December 22, 2022 through December 27, 2022, COUV executed a series of promissory notes in various face amounts totaling $530,000 due to unrelated third parties and received proceeds in the same amount for working capital purposes. These notes are unsecured, accrue interest at the rate of 10% per annum, and mature on various dates from December 22, 2023 through December 27, 2023. Under the terms of this financing, COUV issued 13,250,000 shares of its common stock. Such shares were valued at $530,000 utilizing $0.04 per share based upon COUV’s most recent issuance of common shares in exchange for cash. Therefore, the proceeds from this transaction were allocated equally between the issuance of the promissory notes and the shares for accounting purposes. This resulted in a $265,000 debt discount associated with the promissory notes which is being amortized to interest expense on a straight-line basis through the maturity date of the notes. Principal outstanding in connection with these notes totals $530,000 and zero as of December 31, 2022 and 2021, respectively. Accrued interest outstanding in connection with these notes totals $951 and zero as of December 31, 2022 and 2021, respectively, which is included within accounts payable and accrued expenses on the consolidated balance sheets. Interest expense in connection with these notes totals $951 and zero for the years ended December 31, 2022 and 2021, respectively. Amortization of debt discount expense in connection with these notes totals $4,754 and zero for the years ended December 31, 2022 and 2021, respectively. The unamortized debt discount in connection with this note is $260,246 and zero as of December 31, 2022 and 2021, respectively, which results in discounted note balances of $269,754 and zero as of December 31, 2022 and 2021, respectively.

(11) Convertible Notes Payable

On various dates from July 26, 2022 through November 29, 2022, CIE executed a series of promissory notes in amounts totaling $206,500 due to unrelated third parties and received proceeds of $199,866 for working capital purposes. The difference of $6,634 relates to transaction fees which were immediately expensed and classified in general and administrative expenses. These notes are unsecured, accrue interest at the rate of 10% per annum, and mature on June 15, 2024. Principal outstanding in connection with these notes totals $206,500 and zero as of December 31, 2022 and 2021, respectively. Accrued interest outstanding in connection with these notes totals $7,374 and zero as of December 31, 2022 and 2021, respectively. Interest expense in connection with these notes totals $7,374 and zero for the years ended December 31, 2022 and 2021, respectively.

These notes will convert into CIE common shares upon the completion of the COUV reorganization and the occurrence of one of the following:

(12) Share Exchange Agreements

On March 11, 2021, all the stockholders of OXC exchanged 100% of their stock totaling 100,000 issued and outstanding shares for the same pro-rata equity interests in CIE and received a total of 10,000,000 shares of common stock.

On April 13, 2021, CIE entered into a Share Exchange Agreement with COUV whereby COUV would receive 100% of the common stock of CIE in exchange for the issuance by COUV of 100,000,000 shares of newly issued common stock to the stockholders of CIE. The closing of the exchange took place on November 12, 2021 (the “Closing Date”).

In addition, the stockholders of CIE received 100,000 shares in a newly created Series D Convertible Preferred Stock in COUV on a pro-rata basis, which can be convertible into an additional 60% of issued and outstanding shares of the COUV common stock from the Closing Date at the option of the holder. This would result in the issuance of approximately 1,044,000,000 additional shares of COUV common stock upon conversion.

In accordance with FASB ASC 805, “Business Combinations” and FASB ASC 250, “Accounting Changes and Error Corrections”, when an accounting change results in financial statements that are, in effect, the statements of a different reporting entity, the change shall be retrospectively applied to the financial statements of all prior periods presented to show financial information for the new reporting entity for those periods. The financial statements of the receiving entity shall report results of operations for the period in which the transfer occurs as though the transfer of net assets or exchange of equity interests had occurred at the beginning of the period. Results of operations for that period will thus comprise those of the previously separate entities combined from the beginning of the period to the date the transfer is completed and those of the combined operations from that date to the end of the period.

(13) Equity

Preferred Stock

The Company has 1,000,000 Shares of Preferred Stock authorized with a par value of $0.0001. The Company has allocated 100,000 Shares for Series C Preferred, 100,000 Shares for Series D Preferred, 81,100 Shares for Series E Preferred, 100,000 Shares for Series F Preferred and 25 Shares for Series G Preferred.

Series E — As of December 31, 2022 and 2021, there were 81,032 shares issued and outstanding. The Series E Preferred has the following designations:

Series F —As of December 31, 2022 and 2021 there were 100,000 shares issued and outstanding. The Series F Preferred has the following designations:

Series G — As of December 31, 2022 and 2021 there were 20 shares issued and outstanding. The Series G Preferred has the following designations:

Series C — As of December 31, 2022 and 2021, there were no Series C shares outstanding. The Series C Preferred has the following designations:

Series D — As of December 31, 2022 and 2021 there were 100,000 shares issued and outstanding. The Series D Preferred has the following designations:

The Company has evaluated each series of the Preferred Stock for proper classification under FASB ASC 480 “Distinguishing Liabilities from Equity” and FASB ASC 815 “Derivatives and Hedging”.

FASB ASC 480 generally requires liability classification for financial instruments that are certain to be redeemed, represent obligations to purchase shares of stock or represent obligations to issue a variable number of common shares. The Company concluded that each series of Preferred Stock was not within the scope of ASC 480 because none of the three conditions for liability classification was present.

FASB ASC 815 generally requires an analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. However, in order to perform this analysis, the Company was first required to evaluate the economic risks and characteristics of each series of the Preferred Stock in its entirety as being either akin to equity or akin to debt. The Company’s evaluation concluded that each series of Preferred Stock was more akin to an equity-like contract largely due to the fact the financial instrument is not mandatorily redeemable for cash and the holders are not entitled to any dividends. Other features of the Preferred Stock that operate like equity, such as the conversion option and voting feature, afforded more evidence, in the Company’s view, that the instrument is more akin to equity. As a result, the embedded conversion features are clearly and closely related to their equity host instruments. Therefore, the embedded conversion features do not require bifurcation and classification as derivative liabilities.

(14) Income Taxes

As of December 31, 2022, the Company had net operating loss carry forwards of approximately $5,132,000 that may be available to reduce future years’ taxable income in varying amounts through 2037. Future tax benefits which may arise as a result of these losses have not been recognized in these consolidated financial statements, as their realization is determined not likely to occur and, accordingly, the Company has recorded a full valuation allowance equal to the deferred tax asset relating to these tax loss carry-forwards of approximately $1,078,000 and $750,000 as of December 31, 2022 and 2021, respectively.

The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.

Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company estimates that the unrecognized tax benefit will not change significantly within the next twelve months. The Company will continue to classify income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations and comprehensive loss. There were no interest or penalties accrued as of December 31, 2022 or 2021.

The R&D income tax credits for the years ended December 31, 2022 and 2021 were $330,183 and $437,994, respectively. The balance due from the HMRC for these R&D income tax credits as of December 31, 2022 and 2021 was $0 and $590,132, respectively.

(15) Commitments and Contingencies

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, “Contingencies”. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of December 31, 2021 and 2020, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.

On March 31, 2021, CIE entered into an employment agreement with the Chief Executive Officer (“CEO”), who is also a director, for an initial term of one year with a base salary of $465,000 per annum paid in equal monthly installments, less applicable withholdings and deductions as required by law. The Company shall review the base salary on an annual basis and has the right, but not the obligation to increase it, but has no right to decrease the base salary. This agreement automatically extends for additional terms of one year unless either party gives at least six months prior written notice of non- renewal during the initial term or the then current renewal term. In addition, the CEO is entitled to receive an annual bonus up to $400,000 if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board of Directors on an annual basis.

On April 12, 2021, CIE entered into an employment agreement with the Chief Financial Officer (“CFO”) who is also a director, for an initial term of one year with a base salary of $250,000 per annum paid in equal monthly installments, less applicable withholdings and deductions as required by law. The Company is also obligated to increase the base salary on an annual basis between $15,000 and $30,000 at the discretion of the Compensation Committee of the Board of Directors. The CFO is also entitled to receive a car allowance of $1,000 per month and five weeks paid vacation per year. This agreement automatically extends for additional terms of one year unless either party gives at least six months prior written notice of non-renewal during the initial term or the then current renewal term. In addition, the CFO is entitled to receive a bonus determined by the Compensation Committee of the Board of Directors on an annual basis.

The two employment agreements described above were replaced by new agreements effective March 1 and March 14, 2023 as disclosed on Note 17, Subsequent Events.

On February 21, 2022, OXC entered into consulting agreement with an unrelated third-party company and the associated consultant on a non-exclusive basis. Pursuant to terms of the agreement, the consultant company is entitled to receive £15,000 per month, plus qualified expenses, until it is terminated by either party giving to the other no less than three months written notice. However, OXC can immediately terminate this agreement, without prejudice, if the consultant commits a material breach or various other forms of misconduct as defined. As additional compensation, the Company’s intends to recommend to the Board of Directors that the consultant be issued a stock grant equal to 3% of the post reorganized shares of CIE’s common stock, when effective, on a fully diluted basis. The Company intends this grant, when issued, will vest over a three term at 1% per year as defined. Furthermore, it is the Company’s intention to offer the consultant a seat on the Board of Directors, without compensation.

On February 23, 2022, OXC formally settled a legal dispute with the two former executives and directors of ZapGo Limited for compensation obligations post acquisition and agreed to an Ex Gratia Payment of $121,221 each. The total balance of $242,442 was included in accounts payable and accrued expenses on the consolidated balance sheets as of December 31, 2021 and in salaries and wages on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. These amounts were paid in full during the year ended December 31, 2022.

On July 1, 2022, CIE entered into consulting agreement with an individual, who is also a major shareholder of the Company, on a non-exclusive basis. Pursuant to terms of the agreement, the consultant is entitled to receive $15,000 per month, plus qualified expenses, until it is terminated by either party giving to the other no less than three months written notice. However, CIE can immediately terminate this agreement, without prejudice, if the consultant commits a material breach or various other forms of misconduct as defined.

(16) Concentration of Credit Risk

The Company maintains cash balances in interest and non-interest bearing bank accounts, one of which exceeded federally insured limits by $117,541 as of December 31, 2022 and none of which exceeded federally insured limits as of December 31, 2021. The Company has not experienced any losses in any of its accounts and management believes not to be exposed to any significant credit risk on cash.

(17) Subsequent Events

On January 13, 2023, OXC entered into an additional installment payment arrangement with the HMRC in England for payroll taxes liabilities incurred during the year ended December 31, 2022 of approximately $198,000, which is net of R&D income tax credits due from HMRC of approximately $262,000 as of December 31, 2022. Payments are to be in made in four monthly installments of approximately $49,500 each beginning in February 2023 through May 2023.

On various dates from January 9, 2023 through April 16, 2023, COUV executed a series of promissory notes in amounts totaling $448,750 due to unrelated third parties for working capital purposes. Such notes were issued under terms identical to those described in Note 10.

Effective March 1, 2023, CIE entered into a new Employment Agreement (the “Agreement”) with the CEO, which supersedes his employment agreement dated March 31, 2021. The initial term of this Agreement is for two years and it shall automatically extend for an additional term of one year unless either party gives notice of non-renewal at least six months prior to the expiration of the term then in effect. Under the provisions of this Agreement, the CEO shall be paid a base salary of $200,000 per annum plus annual cash bonuses and an option to purchase shares of the Company’s common stock in amounts to be determined at the discretion of the Compensation Committee of the Board of Directors. Concurrent with the execution of this Agreement, the CEO waived all amounts due to him under the previous employment agreement totaling $371,600 as of December 31, 2022. As such, the Company wrote-off this accrued balance against compensation expense for the year ended December 31, 2022.

Effective March 14, 2023, CIE entered into a new Employment Agreement (the “Agreement”) with the CFO, which supersedes his employment agreement dated April 12, 2021. The initial term of this Agreement is for two years and it shall automatically extend for an additional term of one year unless either party gives notice of non-renewal at least six months prior to the expiration of the term then in effect. Under the provisions of this Agreement, the CFO shall be paid a base salary of $180,000 per annum plus annual cash bonuses and an option to purchase shares of the Company’s common stock in amounts to be determined at the discretion of the Compensation Committee of the Board of Directors. Concurrent with the execution of this Agreement, the CFO waived all amounts due to him under the previous employment agreement totaling $196,570 as of December 31, 2022. As such, the Company wrote-off this accrued balance against compensation expense for the year ended December 31, 2022.

Management has evaluated subsequent events through April 17, 2023, the date the consolidated financial statements were available to be issued, and has determined that there are no other events that would require an adjustment to, or disclosure in, the consolidated financial statements as of December 31, 2022.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Registrant's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

At December 31, 2022, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act) was carried out under the supervision and with the participation of Andrew Sispoidis our Chief Executive Officer and Adrian Jones our Chief Financial Officer. Based on this evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that at December 31, 2022, our disclosure controls and procedures are not effective due to material weaknesses in our internal controls over financial reporting discussed directly below.

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Based on the evaluation of our internal control over financial reporting, management has concluded that, as of December 31, 2020, our internal control over financial reporting was not effective.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

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 changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.

Our management has conducted an evaluation, under the supervision and with the participation of Andrew Sispoidis our Chief Executive Officer and Adrian Jones our Chief Financial Officer of the effectiveness of our internal control over financial reporting as of December 31, 2022. This evaluation was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, Internal Control-Integrated Framework.

This Report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The rules of the Securities and Exchange Commission do not require an attestation of the Management's report by our registered public accounting firm in this annual report.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of our fiscal year ended December 31, 2022 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information with respect to each of our directors and executive officers including their positions and age as of the date of this Annual Report.

Jack (“Jeb”) Brooks began his professional career in 1990 at the Management Associate training program at Citicorp. He was then assigned to Citi’s branch in Taiwan, managing the relationships of multi-national corporations doing business in Taiwan. Later, he moved to London as A.V.P. of equity sales from Asia to European institutional investors. In 1997, Jeb moved to Texas where he worked at a retail bank, substantially improving net income and successfully selling the bank in 1999. Jeb then founded Merlin Engine, a private portfolio management and consulting firm. In 2017, Jeb founded the Jack Brooks Foundation as an apolitical non-profit focused on increasing citizen participation in the voting process. Brooks’ educational background includes a master’s degree from University of Chicago and a B.A. from Wesleyan University. Jeb was an early investor in ZapGo and a major influencer in the recent journey to establish Carbon-Ion.

Adrian H Jones has served in multiple Finance and General Management roles in NASDAQ listed Companies since 1987, including Avant Garde Computing, Inc, Boole and Babbage Inc, IntelliCorp, Intergraph Inc, Via Networks Inc and InfoNet Services Corporation. Mr Jones was the founding Director and CEO and the sole Shareholder of Solutions for Start-Up Ventures Limited in 2009 that was the acquiring business of the ZapGo assets from the Administrator Buchler, Phillips on 11 September 2020. Mr Jones qualified as a Chartered Accountant in England and Wales with KPMG (formerly Thomson McLintock and Co, London) in November 1982.

Andrew Sispoidis is the Chief Executive Officer at Carbon-Ion Energy. As a seasoned business operator, Andrew’s leadership and development skills have led 10 high-growth, middle-market and start-up companies (series A through mezzanine). With a demonstrated ability to improve performance of multi-million-dollar businesses, Andrew has a strong record of revenue and profit growth. He has managed up to 180 direct-reports and $132MM in revenue with a $52MM operating budget. Andrew has previously sold 3 companies, raised more than $250 million in capital, and returned over $1.4 billion in value. Andrew has been recognized as an “Innovator” by the Connecticut Technology Council and the MIT Enterprise Forum. Andrew is an accomplished speaker as a TEDx speaker on cybersecurity and has been a guest lecturer at: Fordham, Columbia, Stanford, Yale, NYU, and the University of Connecticut.

Independence of the Board of Directors

As of the date of this Annual Report, none of our directors are independent.

Family Relationships

There are no family relationships between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

Other than as disclosed below, there have been no events under any bankruptcy act, any criminal proceedings and any judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during the past five years.

Item 11. Executive Compensation

As a “smaller reporting company” under SEC rules, our named executive officers for the fiscal years ended December 31, 2022 and 2021 (collectively, the “Named Executive Officers”) were as follows:

SUMMARY COMPENSATION TABLE