UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended ~~June~~September 30, 2023

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

For the transition period from ____________ to ___________

Commission File No. 000-56212

EVIL EMPIRE DESIGNS, INC.

(Exact name of registrant as specified in its charter)

Nevada		45-5530035
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5313 Corbett St.

Las Vegas, Nevada 89130

(Address of principal executive offices, zip code)

(725) 666-3700

(Registrant’s telephone number, including area code)

___________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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

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

Indicate by check mark whether the issuer (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. (check one):

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~August~~January 1530, ~~2023~~2024, there were 19 29,~~391~~491,829 shares of common stock, $0.001 par value per share, outstanding.

EVIL EMPIRE DESIGNS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2023

INDEX

Index		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
	Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022.	4
	Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022.		4
	Statements of Operations for the Three and Six Months ended June 30, 2023 and 2022 (unaudited)	5
	Statements of Operations for the Three and Nine Months ended September 30, 2023 and 2022 (unaudited)		5
	Statements of Stockholders’ Deficit for Three Months ended June 30, 2023 and at December 31, 2022 (unaudited).	6
	Statements of Stockholders’ Deficit for Three Months Periods Ended September 30, 2023 and at December 31, 2022 (unaudited).		6
	Statements of Cash Flows for the Six Months ended June 30, 2023 and 2022 (unaudited).	7
	Statements of Cash Flows for the Nine Months ended September 30, 2023 and 2022 (unaudited).		7
	Notes to Condensed Financial Statements (unaudited).	8	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15	18
Item 4.	Controls and Procedures.	15	18
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	16	19
Item 1A.	Risk Factors.	16	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	16	19
Item 3.	Defaults Upon Senior Securities.	16	19
Item 4.	Mine Safety Disclosures.	16	19
Item 5.	Other Information.	16	19
Item 6.	Exhibits.	16	20
Signatures		17	21

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Evil Empire Designs, Inc., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: (i) the development and protection of our brands and other intellectual property, (ii) the need to raise capital to meet business requirements, (iii) significant fluctuations in marketing expenses, (iv) the ability to achieve and expand significant levels of revenues, or recognize net income, from the sale of our products, (v) the Company’s ability to conduct the business if there are changes in laws, regulations, or government policies related to the motorcycle or motorcycle parts industry, (vi) management’s ability to attract and maintain qualified personnel necessary for the development and commercialization of its planned products, ~~(vii) the impact of the COVID-19 pandemic on our business, suppliers, consumers, customers,~~ and ~~employees or the overall economy, and~~ (~~viii~~vii) other information that may be detailed from time to time in the Company’s filings with the United States Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

EVIL EMPIRE DESIGNS, INC

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2023			December 31,2022
	September 30, 2023			December 31, 2022
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	321,~~303~~760		$	227
Accounts receivable		6,~~087~~088			6,087
Interest receivable		20,268			14,268
Inventory		498,500			-
Interest receivable		23,268			14,268
Prepaid		4,750			-
Note receivable		50,000			-
Notes receivable- related parties		62,550			-
Total current assets		84616,~~408~~916			20,582
Fixed assets
Fixed assets, net of depreciation of $41,455 and $39,089		6,748			9,124
Fixed assets, net of depreciation of $67,316 and $ 39,089		972,747			9,124
Other assets
Note receivable-TOL		100,000			100,000
Other assets		1185,~~176,930~~200			185,200
Goodwill		91,270			-
Intangible assets		4,596
Total assets	$	1,459,356		$	314,906
Right to use lease		69,266			-
Goodwill		101,080			-
Total assets	$	2,049,805		$	314,906
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	~~217~~243,~~456~~260		$	186,675
Convertible notes payable		~~539~~721,~~100~~530			375,425
Notes payable		103,959			158,959
Total current liabilities		860,515			721,059
Equipment loans-related party		102,565			-
Total liabilities		860,515			721,059
Lease liability		27,014			-
Stockholders’ equity (deficit):
Total current liabilities		1,198,328			721,059
Preferred stock, $0.001 par value 25,000,000 authorized none are issued or outstanding
Equipment Loan-related party – non-current		375,311			-
Lease liability – long term		41,261			-
Total long term liabilities		416,572			-
Total liabilities		1,614,900			721,059
Stockholders’ deficit:
Preferred stock, $0.001 par value 25,000,000 authorized one issued and outstanding		-			-
Common stock, $0.001 par value 100,000,000 authorized, 19,391,829, and 8,797,750 issued and outstanding, respectively:		19,392			8,798
Additional paid-in capital		1,343,~~273~~283			225,717
Accumulated deficit		(~~763~~927,~~825~~770	)		(640,668	)
Total stockholders’ equity (deficit)		~~598~~434,~~841~~905			(406,153	)
Total liabilities and stockholders’ equity (deficit)	$	12,~~459~~049,~~356~~805		$	314,906

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

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EVIL EMPIRE DESIGNS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

As of ~~June~~ September 30,

(Unaudited)

	Three Months						~~Six~~Nine Months
	2023			2022			2023			2022
Revenue	$	~~690~~723		$	1022,~~171~~246		$	23,~~298~~021		$	2042,~~645~~891
Cost of goods		~~212~~2,475			43,~~075~~683			~~432~~2,907			1821,~~055~~738
Gross Margin		~~478~~(1,752	)		618,~~096~~563			~~1,866~~114			221,~~590~~153
Operating expenses:
General and administrative expense		733,~~596~~086			52,~~448~~971			1043,~~816~~905			1013,~~031~~002
Professional Fees		42,642			-			65,642			-
Advertising		20,559			-			20,559			-
Depreciation and amortization		805			143			1,610			2,040
Professional Fees		19,174			-			84,816			-
Total operating expenses		51,043			5,591			(78,067	)		12,071
Materials		39,535			-			39,535			-
Income (loss) from operations		(50,565	)		505			(76,201	)		(9,481	)
Depreciation and amortization		23,705			1,682			25,315			3,722
Total operating expenses		136,059			4,653			214,130			16,724
Income (loss) from operations		(137,811	)		13,910			(214,016	)	4,429
Other income (expense):
Other income		3,~~001~~000			3,~~085~~000			69,401			69,085
Loss on accounts payable		~~(22,575~~-	)		-			(22,575	)		-
Interest expense		(17,124	)		(12,304	)		(30,781	)		(24,608	)
Debt premium		593			-			593			-
Total other income (expense)		(36,698	)		(9,219	)		(46,955	)		(18,523	)
Interest expense		(29,725	)		(12,304	)		(60,506	)		(36,912	)
Net income (loss)	$	(87,263	)	$	(8,714	)	$	(123,156	)	$	(28,004	)
Total other income (expense)		(26,132	)		(9,304	)		(73,087	)		(27,827	)
Net income (loss)	$	(163,943	)	$	4,606		$	(287,103	)	$	(23,398	)
Net income (loss) per share, basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted average number of shares outstanding, basic and diluted		819,~~914~~391,~~168~~829			8,~~057~~391,~~750~~596			818,~~855~~551,~~959~~874			8,~~057~~298,~~750~~485

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

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EVIL EMPIRE DESIGNS, INC

CONSOLISATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

					~~Additional~~					~~Total~~Additional						Total
	Common Stock				Paid-In		Accumulated			Stockholders’
	Preferred shares				Common Stock					Paid-In			Accumulated			Stockholders’
	Shares		Amount		~~Capital~~Shares		~~Deficit~~Amount			~~Deficit~~Capital			Deficit			Deficit
Balance at December 31, 2021		~~8,057,500~~-		~~8,058~~-		~~222~~8,~~757~~057,500		~~(589~~8,~~698~~058	)		~~(358~~222,~~883~~757	)		(589,698	)		(358,883	)
Net loss		-		-		-		~~(19,290~~-	)		~~(19,290~~-	)		(19,290	)		(19,290	)
Balance at March 31, 2022		~~8,057,500~~-		~~8,058~~-		~~222~~8,~~757~~057,500		~~(608~~8,~~988~~058	)		~~(378~~222,~~173~~757	)		(608,988	)		(378,173	)
Net loss		-		-		-		~~(8,714~~-	)		~~(8,714~~-	)		(8,714	)		(8,714	)
Balance at June 30, 2022		~~8,057,500~~-		~~8,057~~-		~~227~~8,~~757~~057,500		~~(617~~8,~~702~~057	)		~~(386~~227,~~887~~757	)		(617,702	)		(386,887	)
Balance at December 31, 2022		8,797,750		8,798		225,717		(640,668	)		(406,153	)
Common stock issued for debt						740,000		740			2,960			-			3,700
Net loss		-		-		-		~~(35,895~~-	)		~~(35,895~~-	)		4,606			4,606
Balance at March 31, 2023		8,797,750		8,798		225,717		(676,563	)		(442,047	)
Balance at September 30, 2022				-		8,797,750		8,798			225,717			(613,096	)		(378,581	)
Common stock issued for acquisition		10,000,000		10,000		1,073,000		-			1,083,000
Balance at December 31, 2022				-		8,797,750		8,798			225,717			(640,668	)		(406,153	)
Common stock issued for AP		594,079		594		44,556		-			45,150
Net loss		-		-		-		-			-			(35,895	)		(35,895	)
Net Loss		-		-		-		(87,263	)		(87,263	)
Balance at March 31, 2023		-		-		8,797,750		8,798			225,717			(676,563	)		(442,048	)
Balance at June 30, 2023		19,391,829	$	19,392	$	1,343,273	$	(763,825	)	$	598,841
Common stock issued for acquisition		-		-		10,000,000		10,000			1,073,000			-			1,083,000
Common stock issued for AP		-		-		594,079		594			44,556			-			45,150
Preferred Share issued		1		-		-		-			-			-			-
Net Loss		-		-		-		-			-			(87,263	)		(87,263	)
Balance at June 30, 2023		1		-		19,391,829		19,392			1,343,273			(763,825	)		598,841
Consolidation of subsidiary						-		-			10			-			10
Net loss		-		-		-		-			-			(163,943	)		(163,943	)
Balance at September 30, 2023		1		-		19,391,829	$	19,392		$	1,343,283		$	(927,770	)	$	434,905

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

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EVIL EMPIRE DESIGNS, INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR ~~SIX~~NINE MONTHS ENDED ~~June~~SEPTEMBER 30,

(Unaudited)

	Six Months
	Nine Months
	2023			2022
Cash flows from operating activities:	$	~~(123,156~~	)	$	~~(28,004~~	)
Net (loss)	$	(287,103	)	$	(23,398	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		125,~~610~~315			23,~~040~~722
Prior year adjustment		766			-
Right to use lease		4,338			-
Shares issuance against notes payable		45,150
Changes in operating assets and liabilities:
Accounts receivables		~~(6,000~~-	)		(62,~~000~~400	)
Prepaid		(4,~~750~~751	)		-
Note receivable		(50,000	)
Interest earned		(9,000	)		(9,000	)
Accounts payable and accrued expenses		30107,~~781~~805			1629,~~217~~321
Net cash used in operating activities		(105,599	)		(15,747	)
Lease liability		(5,329	)		-
Net cash used in operating activities		(168,725	)		(1,755	)
Cash flows from investing activities
Investment		-			-
Notes receivable – related parties		(62,550	)		-
Net cash used in investing activities		-			-
Investment in fixed assets		(583,370	)		(6,200	)
Net cash used in investing activities		(645,920	)		(6,200	)
Cash flows from financing activities:
Bank overdraft		-			(18	)
Proceeds from equipment loans		545,073			-
Repayment of notes		(55,000	)		-
Proceeds from convertible notes		163,675			15,929
Proceeds from notes payable		-			13,929
Net cash provided by financing activities		108,675			15,911
Proceeds from convertible notes		346,105			2,000
Net increase (decrease) in cash		3,076			164
Net cash provided by financing activities		836,178			15,911
Net increase (decrease) in cash		21,533			7,956
Cash and cash equivalents – beginning of year		227			-
Cash and cash equivalents – end of period	$	321,~~303~~760		$	~~164~~7,956
SUPPLEMENT DISCLOSURES:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
NON CASH TRANSACTIONS
Common stock issued for assets	$	~~991~~981,~~730~~920		$	-
Common stock issued for goodwill		91101,~~270~~080			-
Common stock issued for accounts payable	$	45,150		$	-

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

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EVIL EMPIRE DESIGNS, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~JUNE~~SEPTEMBER 30, 2023

(Unaudited)

NOTE 1 - NATURE OF BUSINESS

Evil Empire Designs, Inc., (formerly Jaycor Resources Inc.) (Jaycor) was organized on December 23, 2009 under the name US Terra Energy Corp in the State of Nevada. The Company was organized to explore investment opportunities in the energy business. In June 2016, the Company changed its business model to making and selling accessories to the motorcycle market.

The Company authorized 125,000,000 shares consisting of 100,000,000 of common stock with a par value of $0.001 per share and 25,000,000 shares of preferred stock with a par value of $0.001 per share.

On April 24, 2012, the Company filed a Certificate of Amendment amending the Articles of Incorporation changing the name of the Corporation to Jaycor Resources, Inc.

On September 12, 2016, the Company filed a Certificate of Amendment amending the Articles of Incorporation changing the name of the Corporation to Evil Empire Designs, Inc.

On June 29, 2023 the Company acquired Trendmark Industries in an exchange of shares.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for financial information and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation.

The unaudited interim financial statements of the Company for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim periods presented herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for any subsequent quarters or for an entire year.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

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Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of ~~June~~September 30, 2023 the Company did not have any cash equivalents.

Accounts receivable

Accounts receivable are carried at face value less any provisions for uncollectible accounts considered necessary. Accounts receivable include receivables from customers that have received their product order. Bad debt expense is a recognition of uncollectable receivables based on past years’ experience and management’s estimate of likely losses for the year. No allowance for bad debt was considered necessary as of ~~June~~September 30, 2023 and 2022 respectively due to no receivables listed.

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Inventory

Inventories are stated at the lower or cost of market using the first-in; first-out (FIFO) cost method of accounting. The inventory consists of raw materials used to make various products for sale.

Consolidation

These consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary, Trendmark Industries, Inc from its acquisition on June 29, 2023 to date. All inter-company transactions and balances have been eliminated.

Revenue recognition

In April 2016, the FASB issued ASU 2016–10 Revenue isfrom ~~recognized~~Contracts ~~when~~with ~~control~~Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the ~~promised~~guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods orand services isin ~~transferred~~exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the ~~Company~~entity’s ~~customers,~~intellectual property (which is satisfied at a point in antime) ~~amount~~or ~~that~~a ~~reflects~~right ~~the~~to ~~consideration~~access the ~~Company~~entity’s ~~expects~~intellectual property (which is satisfied over time). The amendments are intended to berender ~~entitled~~more detailed implementation guidance with the expectation to inreduce ~~exchange~~the ~~for~~degree ~~those~~of ~~goods~~judgement ornecessary ~~services~~to comply with Topic 606.

ASC Topic 606 prescribes a new five-step model entities should follow in order to recognize revenue in accordance with the core principle. These five steps are:

	1.	Identify the contract(s) with a customer.
	2.	Identify the performance obligations in the contract.
	3.	Determine the transaction price.
	4.	Allocate the transaction price to the performance obligations in the contract.
	5.	Recognize revenue when (or as) the entity satisfied the performance obligations.

The Company implemented the transition using the modified retrospective method of transition. The funds are not earned on milestones that have not been reached per the contract. Based on the cut off treatment of the recognition of revenue per the milestones specific to the license agreements, the Company has determined that there are no adjustments in the value of the revenue recognized from these contracts.

The Company has one revenue stream, which is the sale of products to end use customers. Revenue is recognized after the order has been placed and the ordered product has been shipped to the customer.

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Property and Equipment

Property and equipment is recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the expected useful life of the asset (~~3 to~~ 5 years), beginning when the asset is available and ready for use. Expenditures associated with upgrades and enhancements that improve, add functionality, or otherwise extend the life of property and equipment are capitalized, while expenditures that do not, such as repairs and maintenance, are expensed as incurred. For the three and ~~six~~nine months ended ~~June~~September 30, 2023 and depreciation and amortization expense totaled $~~805~~ 23,705 and $125,~~610~~315.

Lease Liability

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 Leases which requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases with terms greater than 12 months. In July 2018, the FASB issued ASU 2018-10 Leases, Codification Improvements and ASU 2018-11 Leases, Targeted Improvements, to provide additional guidance for the adoption of ASU 2016-02. ASU 2018-10 clarifies certain provisions and corrects unintended applications of the guidance such as the application of implicit rate, lessee reassessment of lease classification, and certain transition adjustments that should be recognized to earnings rather than to stockholders’ (deficit) equity. ASU 2018-11 provides an alternative transition method and practical expedient for separating contract components for the adoption of ASU 2016-02. ASU 2016-02, ASU 2018-10, ASU 2018-11, (collectively, “Topic 842”) are effective for fiscal years beginning after December 15, 2018, with early adoption permitted. On July 1, 2023, the Company adopted Topic 842.

Impairment of long-lived assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value. As of ~~June~~September 30, 2023 no impairment losses have been recognized.

Income Taxes

Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company accounts for income taxes under the provisions of Financial Accounting Standards Board) Accounting Standards Codification 740, Accounting for Income Taxes. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities.

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The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the Statements of Operations.

Basic and diluted net loss per share

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. Diluted loss per share calculations includes the dilutive effect of common stock. Basic and diluted net loss per share is the same due to the absence of common stock equivalents.

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Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1 — Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3 — Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Related Parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Recent Accounting Pronouncements

Because the Company has been recently reorganized and has not yet transacted any business, the new accounting standards have no significant impact on the financial statements and related disclosures. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

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NOTE 3 - GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company, as shown in the accompanying balance sheets, has an accumulated deficit of $~~763~~927,~~825~~770 as of ~~June~~September 30, 2023 and $640,668 as of December 31, 2022. The Company is establishing nominal source of revenue to cover its operating costs. These factors raise substantial doubt as to the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. The Company will engage in very limited activities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

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NOTE 4 - PROPERTY AND EQUIPMENT

Fixed assets including machines, molds, printing equipment and a motorcycle for use in making products it sells. The value of the assets when acquired were $481,~~212~~091,606. The assets are being depreciated over a 35 year life. Property and equipment consisted of the following at ~~June~~September 30, 2023 and December 31, 2022:

	June 30, 2023			December 31,2022
	September 30, 2023			December 31,2022
Property and equipment	$	481,~~213~~040,064		$	48,213
Less: accumulation depreciation		(4167,~~458~~317	)		(39,089	)
Net property and equipment	$	6972,~~748~~747		$	9,124

Depreciation expense totaled $125,~~610~~315 and $3,~~364~~722 for the ~~six~~nine months periods ended ~~June~~September 30, 2023 and 2022, respectively

NOTE 5 - RELATED PARTY TRANSACTIONS

During the ~~three~~nine months ended ~~June~~September 30, 2023 and 2022 the Company accrued in interest $39,000 &and 1$9,~~850~~000, respectively. During the ~~three~~nine months ended ~~June~~September 30, 2023 and 2022, the Company paid in consultancy charges $926,~~450~~200 & $02,550, respectively.

~~NOTE~~On 6July 10, 2023, the Company, through agreement with JADE Affiliated, LLC, entered into three commercial financing agreements with Mitsubishi HC Capital America. The total amount due for the three agreements as of September 30, 2023 is $477,876 and is collateralized by equipment purchased by the Company. The terms of the agreements is 72 months with an interest rate of 3.672%. (See Note 13- ~~EQUITY~~Subsequent Events)

~~During~~12 ~~the~~Table ~~quarter ended June 30, 2023 the Company issued 10,000,000 shares~~ of ~~common stock, with a value of $1,083,000, to an individual for the assets of the Company owned by the individual. (See Note 9)~~Contents

~~During~~NOTE ~~the~~6 ~~quarter~~– ~~ended June 30, 2023 the Company issued 594,079 shares of common stock with a value of $45,150 for accounts payable against legal services. The transaction created a $22,575 loss on accounts payable.~~ EQUITY

During the nine months ended September 30, 2023 the Company issued 10,000,000 shares of common stock, with a value of $1,083,000, for the acquisition of Trendmark Industries owned by one individual. (See Note 11)

During the nine months ended September 30, 2023 the Company issued 594,079 shares of common stock with a value of $45,150 for accounts payable against legal services. The transaction created a $22,575 loss on accounts payable.

NOTE 7 - CONVERTIBLE NOTES

During the ~~six~~nine months period ended ~~June~~September 30, 2023 the Company issued a one year Convertible ~~note~~notes to 0985358 BC, Ltd ~~for~~totaling $ 2275,~~000~~960. The ~~note~~notes bears an interest of 10% per annum and is convertible into common stock at $0.005 per share.

During the ~~six~~nine months period ended ~~June~~September 30, 2023 the Company issued a one year Convertible ~~note~~notes to Black Ridge Holdings, Ltd for a total of $ ~~141~~54,~~675~~000. The ~~note~~notes bears an interest of 1013% per annum and is convertible into common stock at $0.005 per share.

AsDuring ofthe ~~June~~nine months period ended September 30, 2023 the Company ~~had~~issued one year Convertible notes to Black Ridge Holdings, Ltd for a total of $~~539~~ 128,~~100~~470 The notes bears an interest of 13% per annum and is convertible ~~debt~~into ~~plus~~common ~~accrued~~stock ~~interest~~at $0.005 per share

As of September 30, 2023 the Company had $721,530 of convertible debt plus accrued interest.

The Company determined the convertible note does not meet the requirements for derivative liability accounting as described in ASC 815. As the shares of the Company do not have a value other than par, are not readily convertible to cash at the date of issuance and are not registered to be traded. Additionally, there is no beneficial conversion feature described in ASC 470 on the date of issuance.

NOTE 8 - ~~INVESTMENTS~~NOTES PAYABLE

OnDuring ~~December 12, 2019,~~ the ~~Company~~nine ~~signed~~months aended ~~memorandum~~September of30, ~~understanding with Top of the Line Design~~2023, ~~LLC whereas~~ the Company ~~will~~repaid ~~purchase 100 % of Top of the Line for~~ $~~250~~55,000 ~~and advance Top of the Line $350,000~~ in ~~working~~notes ~~capital~~payable ~~as further expanded in a definitive agreement. The Company made a good faith deposit~~ to ~~Top~~12071224 ~~of the Line (TOL) of $40~~BC,~~000~~ at the signing of the agreement and an additional $142,500 as of March 31, 2022 for a total of $182,500. The agreement is effective for 90 days and if terminate by both parties the deposits were to be terminated. As of March 31, 2022 the agreement was still in effect. The Company loaned TOL an additional $100,000 on demand with an interest rate of 13% per annum.Ltd

11NOTE ~~Table~~9- ofEQUIPMENT ~~Contents~~FINANCING

On ~~June~~July 2510, 2023, ~~Evil~~the ~~Empire Designs~~Company, ~~Inc.,~~through a ~~Nevada~~loan ~~corporation~~agreement ~~(the~~with ~~“Company”)~~JADE Affiliated, LLC, entered into anthree ~~Asset Acquisition~~commercial ~~Agreement~~financing ~~dated~~agreements ~~June~~with ~~23,~~Mitsubishi ~~2023,~~HC byCapital ~~and~~America. ~~among~~The ~~the~~total ~~Company,~~amount ~~Trendmark~~due ~~Industries,~~for ~~Inc.,~~the athree agreements as ~~Wisconsin~~of ~~corporation~~September ~~(“Trendmark”)~~30, ~~and~~2023 ~~the~~is $477,876 ~~sole~~and ~~holder~~is ofcollateralized ~~common~~by ~~shares~~equipment ofpurchased ~~Trendmark.~~by ~~In addition~~ the Company. ~~entered~~The ~~into~~terms aof ~~three year consulting agreement with~~ the ~~sole~~agreements ~~owner~~is ~~and~~72 ~~issued~~months awith ~~note~~an ~~for~~interest ~~$50,000~~rate ~~to over the term~~ of ~~the agreement~~3. ~~The~~672%. ~~Company~~(See ~~closed~~Note on13- ~~the~~Subsequent ~~agreement on June 29, 2023~~Events)

~~Under~~During the ~~terms~~nine ~~and~~month ~~conditions~~period ofended ~~the Asset Acquisition~~September ~~Agreement~~30, ~~the Company offered~~2023, ~~sold and issued 10,000,000 shares of common stock in consideration for all~~ the ~~issued and outstanding assets of Trendmark. Timothy McNamer, the~~ Company’s ~~sole~~repaid officer and director, became the beneficial holder of 10,000,000 common shares, or 51.5%, of the issued and outstanding shares of common stock of the Company. As a result of the share exchange, the Company acquired $~~991~~27,~~730~~143 ofin ~~inventory~~principal ~~and~~plus ~~fixed assets along with~~ $913,~~270~~921 ofin ~~intangible assets treated as goodwill~~interest.

NOTE 10 -– ~~SUBSEQUENT EVENTS~~INVESTMENTS

On December 12, 2019, the Company signed a memorandum of understanding with Top of the Line Design, LLC whereas the Company will purchase 100 % of Top of the Line for $250,000 and advance Top of the Line $350,000 in working capital as further expanded in a definitive agreement. The Company ~~has~~made ~~evaluated~~a ~~subsequent~~good ~~events~~faith deposit to ~~determine~~Top ~~events~~of ~~occurring~~the ~~after~~Line ~~June~~(TOL) 30of $40,000 ~~2023~~at ~~through~~the signing of the agreement ~~filing~~and an additional $142,500 as of ~~this~~March ~~report that~~31, ~~would~~2022 ~~have~~for a ~~material~~total ~~impact~~of on$182,500. The agreement is effective for 90 days and if terminate by both parties the deposits were to be terminated. As of September 30, 2023 the agreement was still in effect. The Company’s ~~financial~~loaned ~~results~~TOL oran ~~require~~additional ~~disclosure~~$100,000 ~~and~~on ~~have~~demand ~~determined~~with ~~none~~an ~~exist~~interest rate of 13% per annum.

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NOTE 11 – ACQUISITION

On June 25, 2023, Evil Empire Designs, Inc., a Nevada corporation (the “Company”), entered into a Purchase Agreement with the sole holder of common shares of Trendmark Industries, Inc., a Wisconsin corporation (“Trendmark”). In addition, the Company entered into a three year consulting agreement with the sole owner and issued a note for $50,000 to the owner. The Company closed on the agreement on June 29, 2023

Under the terms and conditions of the Agreement, the Company issued 10,000,000 shares of common stock in consideration for all the issued and outstanding assets of Trendmark. Timothy McNamer, the Company’s sole officer and director, became the beneficial holder of 10,000,000 common shares, or 51.5%, of the issued and outstanding shares of common stock of the Company. As a result of the share exchange, the Company acquired $981,930 of inventory and fixed assets along with $101,080 of intangible assets treated as goodwill.

The combination resulting from the acquisition of was treated as follows with separate balance sheets prior to combination as of March 31, 2023:

	Evil Empire			Trendmark		Elimination			Consolidated
ASSETS
Current Assets		25,917			498,500		-			524,417
Property and Equipment		7,552			483,430		-			490,982
Other Assets and Investments		285,200			-		(981,930	)		(696,730	)
Total Assets		318,669			981,930		(981,930	)		318,669
LIABILITIES AND EQUITY
Current Liabilities		762,716			-		-			762,716
Common Stock		8,798			10		(10	)		8,798
Paid-in Capital		225,717			981,920		(981,920	)		225,717
Retained earnings		(676,562	)		-		-			(676,562	)
Total Liabilities & Capital		318,669			981,930	$	(981,930	)		318,669

Trendmark, prior to acquisition, consisted of assets and equity with no income or loss. There were no intercompany transactions prior to the business combination and no contingent considerations as part of the combination. No tax treatment is considered in the combination above.

NOTE 12 – OPERATING LEASE

On July 1, 2023, the Company entered into a three year lease agreement warehouse lease agreement. Upon the expiration of the initial lease, the lease will automatically renew for 1 year unless either party give written notice electing not to renew the lease. The monthly rent is $2,375 plus utilities.

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The yearly rental obligations including in the lease agreement are as follows

Fiscal Year
2023	$	7,125
2024	$	28,500
2025	$	28,500
2026	$	14,250
Total lease obligation		78,375
Less present value discount		(10,100	)
Less operating lease short term	$	(27,014	)
Operating lease liability, long term	$	41,261

Under the new standards the lease has been determined to be a right of use operating lease and is recognized based on the present value of the lease payments over the lease term at the commencement date which upon adoption of ASC 842 the value was determined to be $73,604 which is presented in the balance sheet as an asset labeled “right of use lease” offset by a liability labeled “lease liability”. The rate was determined as a fair value of the lease over a 30 month period using a 10% interest rate for the present value calculation. During the nine months ended September 30, 2023, the asset was amortized by $4,338 and liability was reduced by $5,329.

NOTE 13 - SUBSEQUENT EVENTS

On November 1, 2023, the Company completed the acquisition of JADE Affiliated, LLC (JADE). Under the terms of the agreement the Company issued 10,100,000 shares to the sole owner of JADE in exchange for 100% of the outstanding shares of JADE as it becomes a wholly owned subsidiary of the Company.

The Company has evaluated subsequent events to determine events occurring after September 30, 2023 through the filing of this report that would have a material impact on the Company’s financial results or require disclosure and have determined none exist other than noted above.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with (i) the financial statements of Evil Empire Designs, Inc., a Nevada corporation (the “Company”), and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2022 audited financial statements and related notes included in the Company’s Form 10-K (File No. 000-56212; the “Form 10-K”), as filed with the Securities and Exchange Commission on April 17, 2023. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

OVERVIEW

The Company was incorporated in the State of Nevada on December 23, 2009, and has established a fiscal year end of December 31.

The Company’s authorized capital stock amounts to 125,000,000 shares, consisting of 100,000,000 of common stock with a par value of $0.001 per share, and 25,000,000 shares of preferred stock with a par value of $0.001 per share.

Going Concern

To date the Company has had operations and revenues of a developing business, and consequently has incurred recurring losses from operations. No substantial revenues are anticipated until we complete the financing we endeavor to obtain, as described in the Form 10-K, and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

Our activities have been financed from related-party loans and the proceeds of share subscriptions.

The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.

PLAN OF OPERATION

We are an operating motorcycle parts design, manufacturing, marketing and sales business and have generated revenues of $23,~~298~~021 for the ~~three~~nine months ended ~~June~~September 30, 2023. During the 12 months following the date of filing of this Quarterly Report on Form 10-Q, we will be focused on attempting to raise $750,000 of funds to expand our business. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue. Management believes that if we are successful in raising $750,000, we will be able to generate sales revenue within the following twelve months thereof. However, if such public financing is not available, we could fail to satisfy our future cash requirements. We have no assurance that future financing will materialize. If that financing is not available we may be unable to continue. Management believes that if subsequent private placements are successful, we will be able to generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

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If we are unsuccessful in raising the additional proceeds through a private placement offering we will then have to seek additional funds through debt financing, which would be highly difficult for an early-stage company to secure. Therefore, the Company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in the Company having to seek capital from other sources such as debt financing, which may not even be available to the Company. However, if such financing were available, because we are an early stage company, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in our common stock would lose all of their investment.

With new investors joining, the Company will increase its current efforts on marketing and selling its already created variety of products.

RESULTS OF OPERATIONS

Comparison of the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022

The Company recorded revenue of $~~690~~723 and $1022,~~171~~246 during the three months ended ~~June~~September 30, 2023 and 2022, respectively. The Company recorded revenue of $23,~~298~~021 and $2042,~~645~~891 during the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively.

Operating expenses for the three-month period ended ~~June~~September 30, 2023 were $52136,~~029~~059, consisting of a general and administrative expense of $733,~~115~~086, advertising cost of $20,559, professional fees of 4219,~~641~~174, materials of $39,535 and depreciation and amortization of $~~805~~23,705. Operating expenses for the three-month period ended ~~June~~September 30, 2022 were $54,~~591~~653, consisting of a general and administrative expense of $52,~~448~~971, and depreciation and amortization of ~~143~~1,682. The increase in operating expenses for the three months ended ~~June~~September 30, 2023, was due to primarily an increase in advertising cost of $20,559, and an increase in professional fees of $4219,~~641~~174.

Operating expenses for the ~~six~~nine-month period ended ~~June~~September 30, 2023, were $78214,~~065~~130, consisting of a general and administrative expense of $1043,~~814~~905, advertising cost of $20,559, professional fees of 6584,~~641~~816, materials of $39,535 and depreciation and amortization of $125,~~610~~315 for the ~~three~~nine months ended ~~June~~September 30, 2023. Operating expenses for the ~~six~~nine-month period ended ~~June~~September 30, 2022, were $1216,~~071~~724, consisting of a general and administrative expense of $1013,~~814~~002, and depreciation and amortization of $23,~~040~~722 for the ~~six~~nine months ended ~~June~~September 30, 2023. The increase in operating expenses for the nine ~~three~~ months ended ~~June~~September 30, 2023, was due to primarily an increase in advertising cost of $20,559 and professional fees of $6584,~~641~~816.

For the three-month periods ended ~~June~~September 30, 2023 and 2022, we had net losses of $~~106~~163,~~508~~943 and $84,~~714~~606. For the ~~six~~nine-month periods ended ~~June~~September 30, 2023 and 2022, we had net losses of $76287,~~199~~103 and $94,~~481~~429.

Liquidity and Capital Resources

There are no agreements or understandings about future loans by or with the officers, directors, principals, affiliates, or shareholders of the Company. The Company will continue to raise outside capital through loans, equity sales and possible licensing agreements. These factors raise substantial doubt about the company’s ability to continue as a going concern

At ~~June~~September 30, 2023, the Company had negative working capital of ~~776~~$581,~~106~~412, and total ~~current~~ assets were $~~84.409~~2, ~~and total assets were $1~~049,~~268,200~~805. Current liabilities as of ~~June~~September 30, 2023, were $~~860~~1,~~515~~198,328, consisting of convertible debt of $~~539~~721,~~100~~530, outstanding notes of $103,~~958~~959, equipment loans of a related party of $102,565, lease liability of $27,014, and accounts payable and accrued liabilities $~~217~~243,~~457~~260.

Net cash used in operating activities in the ~~six~~nine-month periods ended ~~June~~September 30, 2023 and 2022, was $55168,~~599~~725 and $151,~~747~~755, respectively. The variance between the same periods relates mainly to athe ~~net~~ loss of $287,103 in the nine months ended September 30, 2023 compared to a net loss of $~~114~~23,~~399~~398 ~~greater~~for ~~than~~ the same period in 2022.

Net cash ~~provided~~used byin ~~financing~~investing activities ~~for~~was $645,920 in the ~~six-month~~nine ~~periods~~months period ended ~~June~~September 30, 2023 ~~and~~compared ~~2022,~~to ~~was~~ $~~108~~6,~~675,~~200 ~~and~~for ~~15,747, respectively. Cash provided was a result of proceeds from~~ the ~~offer~~same ~~and~~period ~~sale of convertible notes~~ in ~~the~~2022. The ~~principal~~increase ~~amounts~~ of ~~$163,657~~ ~~offset~~investment ~~by note~~activity ~~payment~~in ~~of $55,000 for the period ended June 30,~~ 2023 ~~and~~consisted ~~sale~~ of ~~convertible~~ notes receivable of $1562,~~929~~550 ~~offset~~and byinvestment ain ~~bank~~fixed ~~overdraft~~assets of $~~18 for the same period in 2022.~~583,370

AsNet ofcash ~~June~~provided ~~30,~~by ~~2023,~~financing activities for the ~~Company~~nine-month ~~had~~periods ~~total~~ended ~~assets~~September of30, 2023 and 2022, was $1836,~~459~~770,~~358~~ and ~~total~~15,911, ~~liabilities~~respectively. Cash provided was a result of proceeds from the offer and sale of convertible notes in the principal amounts of $~~860~~346,~~515. Our~~105 ~~accumulated~~for ~~deficit~~the asperiod ofended ~~June~~September 30, 2023 ~~was~~and $~~783~~2,~~071~~000 for the period ended March 31, 2022 plus an equipment loan of $545,073 in the period ended September 30, 2023..

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As of September 30, 2023, the Company had total assets of $2,049,805 and total liabilities of $1,614,900. Our accumulated deficit as of September 30, 2023 was $927,770.

Inflation

We believe that inflation has not had a significant impact on our operations since inception.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements or guarantees of third party obligations at ~~June~~September 30, 2023.

Subsequent Events

None through date of this filing.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures

Our management, with the participation of our President and Chief Executive Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our President and Chief Executive Officer concluded that, as of ~~June~~September 30, 2023, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules, regulations and forms, and (ii) that such information is accumulated and communicated to our management, including our President and Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

Our management, with the participation of the President and Chief Executive Officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during this quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

~~The~~On September 22, 2023, the Company isfiled ~~not~~a ~~currently~~Complaint ~~subject~~in tothe ~~any~~District ~~legal~~Court, ~~proceedings.~~Clark ~~From~~County, ~~time~~Nevada, toCase ~~time~~Number A-23-878268-C, ~~the~~against ~~Company~~TOL ~~may~~Designs, ~~become~~LLC, ~~subject~~a toNevada ~~litigation~~limited orliability ~~proceedings~~company in(“TOL”), ~~connection~~and ~~with~~Sean ~~its~~Belitsos ~~business~~(“Belitsos), aswho ~~either~~the aCompany ~~plaintiff~~believes orto ~~defendant.~~be ~~There~~the ~~are~~sole noholder ~~such~~of ~~pending~~securities ~~legal~~of ~~proceedings~~TOL, tofor ~~which~~breach ~~the~~of ~~Company~~Memorandum isof aUnderstanding, ~~party~~Breach ~~that~~of Promissory Notes (against only TOL), inBreach ~~the~~of ~~opinion~~Guarantees (against only Belitsos), Writ of ~~management~~Attachment, isfor ~~likely~~damages toin ~~have~~excess aof ~~material~~$15,000 ~~adverse~~and ~~effect~~pre- and post-judgment interest on ~~the~~all ~~Company~~amounts awarded, and for an ward of attorney’s ~~business~~fees, ~~financial~~costs ~~condition~~and orlitigation ~~results~~expenses, ofand ~~operations~~any other relief the court may grant.

Except for the lawsuit against TOL and Belitsos, the Company is not currently subject to any other legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

~~None~~On January 18, 2024, the board of directors appointed Jad Wakim, currently the sole officer and director of the Company’s wholly-owned subsidiary, Jade Affiliated Inc. (“Jade Affiliated”), as a director, Secretary and Treasurer of the Company. On January 18, 2024, Sheila Cunningham resigned as Secretary and Treasurer.

Mr. Wakim, age 36, has served as Chief Executive Officer of Jade Affiliated since December 2017. Mr. Wakim attended Fullerton College during 2005 and 2006, and graduated with a Bachelor’s Degree in Business from the University of Phoenix in 2008.

There are no arrangements or understandings between Mr. Wakim and any other person pursuant to which Mr. Wakim was elected as one of our directors. We are not aware of any transaction requiring disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

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ITEM 6. EXHIBITS.

(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.

Number		Description
3.1.1		Articles of Incorporation, dated December 23, 2009
3.1.2		Certificate of Amendment, dated April 24, 2012
3.1.2		Certificate of Amendment, dated September 12, 2016
3.1.3		Certificate of Designation of Series A Preferred Stock, dated June 27, 2023
3.2		Bylaws
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover page formatted as Inline XBRL and contained in Exhibit 101

_____________

*Furnished, not filed.

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SIGNATURES

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

	EVIL EMPIRE DESIGNS, INC.
Date: August 21, 2023	By:	/s/ Sheila Cunningham
Date: February 7, 2024	By:	/s/ Sheila Cunningham
	Name:	Sheila Cunningham
	Title:	President and Chief Executive Officer(principal executive officer, principal accounting officer and principal financial officer)

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