UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

~~Form~~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 ~~August~~February 3128, ~~2022~~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~~file ~~Number:~~number 000-55875

~~NESTBUILDER.COM~~Renewable ~~CORP~~Innovations, Inc.

(Exact name of registrant as specified in its charter)

Nevada		82-3254264
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
201 W. Passaic Street, Suite 301 Rochelle Park, NJ		07662
588 West 400 South, Suite 110 Lindon, UT		84042
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (~~201~~801) ~~845~~ 406-~~7001~~6740

Indicate by check mark whether the issuer (~~Registrant’s~~1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act ~~telephone~~of ~~number,~~1934 ~~including~~during ~~area~~the ~~code~~previous 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 ☐

~~Securities~~Indicate ~~registered~~by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to ~~Section~~Rule 405 12of Regulation S-T (b)§232.405 of this chapter) during the ~~Act:~~preceding ~~None~~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 ~~(1)~~is ~~has~~a ~~filed~~large ~~all~~accelerated ~~reports~~filer, ~~required~~an toaccelerated befiler, ~~filed~~a bynon-accelerated ~~Section~~filer, 13 or ~~15(d)~~a ofsmaller ~~the Securities Exchange~~reporting ~~Act~~company. ofSee ~~1934 during~~ the ~~preceding~~definitions 12of ~~months~~“large ~~(or~~accelerated ~~for~~filer,” ~~such~~“accelerated ~~shorter~~filer” ~~period~~and ~~that~~“smaller ~~the~~reporting ~~registrant~~company” in ~~was~~Rule ~~required to file such reports), and (~~12b-2~~) has~~ ~~been~~of ~~subject to such filing requirements for~~ the ~~past~~Exchange ~~90 days~~Act. ~~☒ Yes~~(Check ~~☐ No~~one):

~~Indicate by~~Large ~~check~~accelerated ~~mark~~filer ~~whether~~☐ ~~the~~Accelerated ~~registrant~~filer ~~has~~☐ ~~submitted~~Non-accelerated ~~electronically~~filer ~~every~~(Do ~~Interactive~~not ~~Data~~check ~~File~~if ~~required~~a tosmaller bereporting ~~submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter~~company) ~~during~~☐ ~~the~~Smaller ~~preceding~~reporting 12company ~~months~~Emerging ~~(or~~growth ~~for~~company ~~such shorter period that the registrant was required to submit such files).~~ ☒ ~~Yes~~ ☐ No

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

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

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

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

~~Applicable~~As ~~only~~of toJune ~~issuers~~7, ~~involved~~2023, inthere ~~bankruptcy~~were ~~proceedings~~6,734,120 ~~during~~shares ~~the~~of ~~preceding~~common ~~five~~stock, ~~years:~~$0.0001 par value, issued and outstanding.

~~Indicate~~RENEWABLE ~~by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12~~INNOVATIONS, ~~13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court~~INC. ~~☐ Yes ☐ No~~

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of October 3, 2022, there were 6,090,580 shares of common stock, par value $0.0001, issued and outstanding.

Nestbuilder.com Corp.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3
			Page
ITEM 1	Financial Statements	4
PART I – FINANCIAL INFORMATION			3
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 1. Financial Statements		F-1
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	27
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		4
ITEM 4	Controls and Procedures	27
	Item 3. Quantitative and Qualitative Disclosure About Market Risks		8
PART II – OTHER INFORMATION		28
	Item 4. Controls and Procedures		8
ITEM 1	Legal Proceedings	28
PART II – OTHER INFORMATION			9
ITEM 1A	Risk Factors	28
	Item 1. Legal Proceedings		9
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	28
	Item 1A. Risk Factors		9
ITEM 3	Defaults Upon Senior Securities	28
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		9
ITEM 4	Mine Safety Disclosures	28
	Item 3. Defaults Upon Senior Securities		9
ITEM 5	Other Information	28
	Item 4. Mine Safety Disclosures		9
ITEM 6	Exhibits	29
	Item 5. Other Information		9
	Item 6. Exhibits		10
SIGNATURES			11

PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading: “Management’s Discussion and Analysis of Financial Condition orand ~~Plan~~Results of ~~Operation~~Operations.” Forward-looking statements also include statements in ~~which~~ which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

ITEM 1

Financial Statements

~~NESTBUILDER.COM~~RENEWABLE ~~CORP~~INNNOVATIONS, INC.

~~BALANCE~~CONSOLIDATED BALANCE SHEETS

	August 31, 2022			November 30, 2021
	February 28, 2023			November 30, 2022
	(unaudited)
	As of
Assets
	February 28, 2023			November 30, 2022
Current Assets:
	(Unaudited)			(Restated)
Cash	$	101,013		$	19,622
ASSETS
Total current assets		101,013			19,622
Current assets
Total assets	$	101,013		$	19,622
Cash	$	260,461		$	1,260,199
Liabilities and Stockholders’ Deficit
Accounts receivable, net of allowance of $7,500 and $7,500		30,878			74,167
Current Liabilities:
Inventories		561,491			347,207
Accounts payable and accrued expenses	$	99,497		$	102,000
Prepaid expenses		782,278			584,132
Paycheck protection SBA loan		-			15,077
Contract asset		584,018			43,528
Convertible promissory notes payable and accrued interest		-			50,571
Total current assets		2,219,126			2,309,233
Total current liabilities		99,497			167,648
Property and equipment, net		2,519,395			2,563,766
Total liabilities		99,497			167,648
Deposits		35,000			35,000
Commitments and Contingencies (Note 8)		-
Right of use asset		4,077,799			4,239,676
Stockholders’ Deficit:
Total assets	$	8,851,320		$	9,147,675
Series A preferred stock, par value $0.0001; 25,000,000 shares authorized,zero shares issued and outstanding		-			-
LIABILITIES AND STOCKHOLDERS’ EQUITY
Common stock, par value $0.0001; 250,000,000 shares authorized; 6,008,080 shares issued and outstanding at August 31, 2022 and 1,673,237 shares issued and outstanding at November 30, 2021		602			167
Current liabilities
Treasury Stock, at cost (640,000 shares)		(120,000	)		(120,000	)
Accounts payable	$	933,082		$	627,976
Additional paid in capital		1,332,554			587,869
Accrued payroll liabilities		61,832			70,973
Accumulated deficit		(1,211,640	)		(616,062	)
Short-term note payable		300,000			-
Total stockholders’ deficit		1,516			(148,026	)
Contract liabilities - customer deposits		2,415,172			2,842,356
Total liabilities and stockholders’ deficit	$	101,013		$	19,622
Lease liability - current portion		551,483			475,195
Total current liabilities		4,261,569			4,016,500
Noncurrent liabilities
Lease liability, net of current portion		3,705,161			3,876,145
Total liabilities		7,966,730			7,892,645
Stockholders’ equity
Common stock, par value $.0001, 250,000,000 shares authorized; 6,165,580 shares and 6,090,580 issued and outstanding as of February 28, 2023, and November 30, 2022, respectively.		617			-
Preferred A stock, par value $.0001, 25,000,000 shares authorized; 2,155,684 shares issued and outstanding as of February 28, 2023, and November 30, 2022, liquidation preference of $21,557.		216			216
Additional paid-in capital		4,907,160			4,786,955
Treasury stock, at cost (640,000 shares)		(120,000	)		-
Accumulated deficit		(3,903,403	)		(3,532,141	)
Total stockholders’ equity		884,590			1,255,030
Total liabilities and stockholders’ equity	$	8,851,320		$	9,147,675

The accompanying unaudited notes ~~are~~should anbe ~~integral~~read ~~part~~in ofconjunction with these unaudited condensed consolidated financial statements.

4F-1

~~NESTBUILDER.COM~~RENEWABLE ~~CORP~~INNOVATIONS, INC.

~~STATEMENTS~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	August 31, 2022			August 31, 2021			August 31, 2022			August 31, 2021
	For the three months ended						For the nine months ended
	August 31, 2022			August 31, 2021			August 31, 2022			August 31, 2021
Real estate media revenue	$	11,736		$	16,675		$	36,247		$	47,768
Cost of revenues		5,344			4,144			13,155			13,028
Gross profit		6,392			12,531			23,092			34,740
Operating expenses:
Marketing and promotions		18			98			107			418
Salaries and benefits		-			-			-			14,568
General and administrative		220,950			26,809			554,184			44,988
Total operating expenses		220,968			26,907			554,291			59,974
Operating loss		(214,576	)		(14,376	)		(531,199	)		(25,234	)
Other Income (Expenses):
Gain on forgiveness of PPP and SBA loans		-			-			15,077			13,080
Interest expense		-			-			(7,258	)		-
Loss on extinguishment of debt		-			-			(72,198	)		-
Total other income (expenses), net		-			-			(64,379	)		13,080
Net loss		(214,576	)		(14,376	)		(595,578	)		(12,154	)
Net loss per common share:
Basic and diluted	$	(0.036	)	$	(0.01	)	$	(0.130	)	$	(0.010	)
Weighted average number of common shares outstanding:
Basic and diluted		6,008,080			1,673,237			4,594,960			1,673,237

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

NESTBUILDER.COM CORP

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THREE AND NINE MONTHS ENDED AUGUST 31, 2022 AND 2021

(Unaudited)

	Shares		Amount		Value			in Capital		Deficit			Receivable			Deficit
	Common Stock				Treasury Stock Par			Additional Paid		Accumulated			Stock Subscription			Total Stockholders’
	Shares		Amount		Value			in Capital		Deficit			Receivable			Deficit
Balance November 30, 2020		1,673,237	$	167	$	(120,000	)	$	587,869	$	(588,992	)	$	-		$	(120,956	)
Net operating loss		-		-		-			-		(9,633	)		-			(9,633	)
Balance February 29, 2021		1,673,237		167		(120,000	)		587,869		(598,625	)		-			(130,589	)
Net operating loss		-		-		-			-		11,855			-			11,855
Balance May 31, 2021		1,673,237	$	167	$	(120,000	)	$	587,869	$	(586,770	)		-		$	(118,734	)
Net operating loss		-	$	-	$	-		$	-	$	(14,376	)		-			(14,376	)
Balance August 31, 2021		1,673,237	$	167	$	(120,000	)	$	587,869	$	(601,146	)	$	-		$	(133,110	)
Balance November 30, 2021		1,673,237	$	167	$	(120,000	)	$	587,869	$	(616,062	)	$	-		$	(148,026	)
Stock-based compensation		-		-		-			69,334		-			-			69,334
Issuance of common stock for cash		1,287,500		129		-			102,871		-			(36,000	)		67,000
Fair value of common stock issued for debt extinguishment		1,307,772		131		-			141,621		-			-			141,752
Issuance of warrants, vested immediately, with convertible notes		-		-		-			6,275		-			-			6,275
Net operating loss											(162,928	)					(162,928	)
Balance February 28, 2022		4,268,509		427		(120,000	)		907,970		(778,990	)		(36,000	)		(26,593	)
Stock-based compensation		-		-		-			171,310		-			-			171,310
Cash received for stock subscription receivable		-		-		-			-		-			36,000			36,000
Exercise of warrants for cash		335,505		34		-			6,676		-			-			6,710
Fair value of common stock issued for debt extinguishment		29,066		3		-			2,047		-			-			2,050
Vesting of restricted stock		1,375,000		138		-			36,529		-			-			36,667
Net operating loss		-		-		-			-		(218,074	)		-			(218,074	)
Balance May 31, 2022		6,008,080		602		(120,000	)		1,124,532		(997,064	)		-			8,070
Stock-based compensation		-		-		-			180,522		-			-			180,522
Vesting of restricted stock		-		-		-			27,500		-			-			27,500
Net operating loss		-		-		-			-		(214,576	)		-			(214,576	)
Balance August 31, 2022		6,008,080	$	602	$	(120,000	)	$	1,332,554	$	(1,211,640	)	$	-		$	1,516

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

NESTBUILDER.COM CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

		1			2
	For the nine months ended
	August 31, 2022			August 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	(595,578	)	$	(12,154	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		485,333			-
Gain on forgiveness of PPP and SBA loans		(15,077	)		(13,080	)
Amortization of warrants issued with debt		6,275			-
Loss on extinguishment of debt		72,198			-
Changes in operating assets and liabilities:
Decrease in accounts payable and accrued expenses		(2,503	)		(11,497	)
Increase in accrued interest		1,033			2,242
Net cash used in operating activities		(48,319	)		(34,489	)
Cash Flows from Financing Activities:
Proceeds from convertible note payable		20,000			43,500
Proceeds from issuance of common shares		67,000			-
Cash received for stock subscription receivable		36,000			-
Proceeds from Paycheck Protection SBA Loan		-			13,077
Proceeds from exercise of warrants		6,710			-
Net cash provided by financing activities		129,710			56,577
Net Increase in Cash		81,391			22,088
Beginning of year		19,622			4,124
End of year	$	101,013		$	26,212
Schedule of Non-Cash Investing and Financing Activities:
Conversion debt settlement	$	71,604		$	-
Warrants amended with debt settlement	$	16,486		$	-
Warrants issued with convertible notes	$	6,275		$	-

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

NESTBUILDER.COM CORP.

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2022 and 2021

(UNAUDITED)

NOTE 1: ORGANIZATION AND NATURE OF BUSINESS

	2023			2022
	For the three months
	ended February 28,
	2023			2022
Sales	$	1,098,598		$	1,333,245

Cost of sales		593,266			684,319
Gross profit		505,332			648,926

Operating expenses
Sales, general, and administrative		787,264			171,283
Depreciation		89,330			89,332
Total operating expenses		876,594			260,615

Income (loss) from operations		(371,262	)		388,311

Other income:
Rental income		-			84,900
Total other income		-			84,900

Net income (loss)	$	(371,262	)	$	473,211

Net income (loss) per share:
Basic	$	(0.06	)	$	-
Diluted	$	(0.06	)	$	0.002

Shares used in computing earnings per share:
Basic		6,135,302			-
Diluted		6,135,302			215,568,400

~~Organization~~The accompanying unaudited notes should be read in conjunction with these unaudited condensed consolidated financial statements.

We were incorporated in the State of Nevada on January 10, 2017 as a wholly owned subsidiary of RealBiz Media Group, Inc., a Delaware corporation (“RealBiz”). On July 31, 2018, RealBiz effectuated our spinF-~~off from RealBiz. Upon completion of the spin-off, RealBiz stockholders owned 100% of the outstanding shares of ourcommon stock.~~2

WeRENEWABLE are engaged in the business of providing digital media and marketing services for the real estate industry. We currently generate revenue from service fees (video creation and production and referral fees from our LoseTheAgent.com website). At the core of our programs is our proprietary video creation technology which allows for an automated conversion of data (textINNOVATIONS, ~~video slices and pictures of home listings) to a video with voice over and music~~INC. We provide video search, storage and marketing capabilities on multiple platform dynamics for web and mobile. Once a home, personal or community video is created using our proprietary technology, it can be published to social media, email or distributed to multiple real estate websites.

InCONDENSED ~~addition,~~CONSOLIDATED weSTATEMENTS ~~own~~OF ~~and~~CHANGES ~~operate~~IN the web site LoseTheAgent.com, which is a site dedicated to peer-to-peer real estate transactions between home sellers and buyers - the so called For Sale By Owner segment. We currently have approximately 100,000 home listings across all 50 states. We monetize the website by charging fees for both listing a home for sale and picking up possible buyersSTOCKHOLDERS’ ~~messages~~EQUITY of interest. We also plan on generating additional revenues by monetizing seller/buyer data with targeted, interested parties. The web site is fully functional and is being marketed via various online platforms. (DEFICIT)

~~Products and Services~~(UNAUDITED)

We currently offer the following products and services:

	Shares		Amount		Shares		Amount		Capital		Stock			Deficit			Total
	Series A								Additional
	Preferred Stock				Common Stock				Paid-In		Treasury			Accumulated
	Shares		Amount		Shares		Amount		Capital		Stock			Deficit			Total

Balance at November 30, 2021		2,155,684	$	216		-	$	-	$	2,588,455	$	-		$	(1,179,028	)	$	1,409,643
Net gain		-		-		-		-		-		-			473,211			473,211
Balance at February 28, 2022		2,155,684	$	216		-	$	-	$	2,588,455	$	-		$	(705,817	)	$	1,822,854

Balance		2,155,684		216		-		-		4,786,955		-			(3,532,141)			1,255,030
Balance at November 30, 2022 (Restated)		2,155,684	$	216		-	$	-	$	4,786,955	$	-		$	(3,532,141	)	$	1,255,030
Recapitalization		-		-		6,090,580		609		10,463		(120,000	)		-			(108,928	)
Issuance of common stock for services		-		-		75,000		8		109,742		-			-			109,750
Net loss		-		-		-		-		-		-			(371,262	)		(371,262	)
Balance at February 28, 2023		2,155,684	$	216		6,165,580	$	617	$	4,907,160	$	(120,000	)	$	(3,903,403	)	$	884,590
Balance		2,155,684		216		6,165,580		617		4,907,160		(120,000)			(3,903,403)			884,590

~~Enterprise~~The ~~Video~~accompanying ~~Production:~~unaudited Wenotes ~~service~~should ~~large~~be ~~and~~read ~~small broker accounts~~ in ~~the~~conjunction ~~North~~with ~~America Real Estate Market in compiling listings into a Video format and distributing to those franchisor’s websites, brokers and agents and lead generation platforms 24/7. Some of~~ these ~~multiyear~~ ~~contracts~~unaudited ~~produced~~consolidated ~~over~~condensed 10consolidated ~~million~~financial ~~video listings from 2012-2014~~statements. ~~These volumes, however, have declined beginning in 2017. We currently have the ability to produce over 15,000 videos per day.~~

8F-3

~~The~~RENEWABLE ~~Virtual~~INNOVATIONS, Tour (VT): This program was developed and implemented to allow agents to access specific video based product strategies that are designed specifically to increase the SEO rank and traffic credit to real estate franchise systems and/or their brokersINC.

~~LoseTheAgent.com:~~CONDENSED WeCONSOLIDATED ~~own~~STATEMENTS ~~and~~OF ~~operate~~CASH the web site LoseTheAgent.com, which is a site dedicated to peer-to-peer real estate transactions between home sellers and buyers - the so called For Sale By Owner (FSBO) segment. We currently have approximately 100,000 home listings across all 50 states. We monetize the website by charging fees for both listing a home for sale and picking up possible buyers’ messages of interest. We also plan on generating additional revenues by monetizing seller/buyer data with targeted, interested parties. The web site is functional and is being marketed via various online platforms.FLOWS

~~NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~(UNAUDITED)

Basis of Accounting

	2023			2022
	For the three months
	ended February 28,
	2023			2022
Cash flows from operating activities
Net income (loss)	$	(371,262	)	$	473,211
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation and amortization		114,377			111,192
Lease amortization		161,876			116,930
Bad debt		-			7,500
Stock based settlement expense		109,750			-
Changes in operating assets and liabilities
Accounts receivable		43,289			6,833
Inventories		(214,284	)		218,078
Prepaid expenses and other current assets		(198,146	)		3,444
Contract asset		(540,490	)		-
Accounts payable		193,607			(299,093	)
Accrued payroll liabilities		(9,141	)		(30,207	)
Right of use asset and lease liability, net		(94,695	)		(111,442	)
Contract liabilities		(427,184	)		(624,173	)
Net cash used in operating activities		(1,232,303	)		(127,727	)

Cash flows from investing activities
Cash acquired in reverse merger		2,571			-
Purchase of property and equipment		(70,006	)		(20,597	)
Net cash used in investing activities		(67,435	)		(20,597	)

Cash flows from financing activities
Proceeds from issuance of short-term note payable		300,000			-
Proceeds from issuance of preferred stock		-			150,000
Net cash provided by financing activities		300,000			150,000

Net change in cash		(999,738	)		1,676

Cash at beginning of period		1,260,199			357,189
Cash at end of period	$	260,461		$	358,865

Non-cash activities:
Net liabilities acquired for stock	$	(111,499	)	$	-
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes		-			-

The accompanying ~~financial~~unaudited ~~statements~~notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10K and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (all of which are ofan aintegral ~~normal~~part ~~recurring nature) considered necessary for a fair presentation have been included. Operating results for the nine months ended August 31, 2022 are not indicative~~ of ~~the~~these ~~results that may be expected for the year ending November 30, 2022 or for any other future period. These~~ unaudited ~~financial statements and the unaudited~~ condensed ~~notes~~consolidated ~~thereto should be read in conjunction with the audited~~ financial statements ~~and notes thereto included in the Company’s Form 10-K for the year ended November 30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on December 30, 2021~~.

F-4

RENEWABLE INNOVATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Preparation

The condensed consolidated financial statements include the accounts of Renewable Innovations, Inc. (a Nevada Corporation) formerly named Nestbuilder.com Corp. and its wholly owned subsidiary, Renewable Innovations Corp. (a Delaware corporation) formerly known as Renewable Innovations Inc. The Consolidated entity is hereafter referred to as “we,” “us,” “Renewable Innovations,” or the “Company”. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Amounts related to inventory, contract assets, contract liabilities, and expenses in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Renewable Innovations Inc. Delaware corporation annual financial statements and accompanying notes included in its Nestbuilder.com Corp second Amended Form 8-K/A file on June 9, 2023.

The unaudited condensed consolidated statement of operations for the period ended February 28, 2023 and the unaudited consolidated balance sheet as of February 28, 2023 include the operations, assets, and liabilities of Nestbuilder.com Corp. and NB Merger Corp. The effects of the merger with Nestbuilder.com are included herein. Any intercompany transactions have been eliminated in consolidation.

We describe our significant accounting policies in Note 2 of the notes to financial statements in our second Amended 8-K/A for the year ended November 30, 2022. During the three-month period ended February 28, 2023, there were no significant changes to those accounting policies.

On December 1, 2022, Renewable Innovations, Inc. (a Delaware corporation) was acquired by Nestbuilder.com Corp, in a transaction accounted for as a recapitalization of Renewable Innovations Inc. (a Delaware corporation). The effects of the recapitalization were retrospectively applied to all periods presented in the accompanying unaudited consolidated financial statements. We discuss the acquisition in further detail in Note 8.

Certain amounts presented on the comparative 2022 financial statements reflect restated numbers from the 10-K/A and 8-K/A filed on June 9, 2023.

On February 28, 2023 all operations of Nestbuilder.com Corp were discontinued. Management does not believe this will have a material impact on the financial operations of the Company moving forward.

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted ~~accounting~~in ~~principles~~the ~~(GAAP)~~United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and ~~disclosure~~disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of ~~revenues~~revenue and expenses during the reporting period. Significant accounting estimates reflected in the Company’s financial statements include allowance for doubtful accounts, revenue recognition, contract liabilities, useful lives of property, plant and equipment and fair value of lease liability and right of use assets, and inventory obsolescence. The Company utilizes fair value estimates for the calculation of stock-based compensation for applicable warrants and restricted stock awards. Actual results ~~could~~ could differ from ~~such~~those estimates.

~~Cash~~Recent ~~and~~Accounting ~~Cash Equivalents~~Pronouncements

~~The~~In ~~Company~~August ~~considers~~2020, ~~all~~the ~~unrestricted~~Financial ~~demand~~Statement ~~deposits,~~Accounting ~~money~~Board ~~market~~(the ~~funds~~“FASB”) ~~and~~issued ~~highly~~ASU ~~liquid~~2020-06 ~~debt~~which simplifies the accounting for convertible instruments ~~with~~and its application of the derivatives scope exception for contracts in an ~~original~~entity’s ~~maturity~~own equity. For contracts in an entity’s own equity, the new guidance eliminates some of the current requirements for equity classification such as the requirement ~~less~~that ~~than~~settlement 90in ~~days~~unregistered shares is permitted. In addition, the new guidance reduces the number of accounting models that require separating embedded conversion features from convertible instruments, including eliminating the requirement to berecognize ~~cash~~a beneficial conversion feature if the conversion feature is in the money and ~~cash~~does ~~equivalents~~not require bifurcation as a derivative liability. ~~There~~As ~~were~~a noresult, only ~~cash~~conversion ~~equivalents~~features asaccounted for under the substantial premium model and those that require bifurcation will be accounted for separately. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and requires enhanced disclosures about the terms of ~~August~~convertible 31instruments and contracts in an entity’s own equity. The Company adopted the new standards on December 1, 2022. The adoption of this standard may allow the Company, in the future and ~~November~~in 30certain circumstances, ~~2021~~to avoid derivative treatment of warrants and avoid beneficial conversion treatment of certain convertible preferred shares. Adoption of this standard had no effect on the Company’s financial statements.

~~Property and Equipment~~F-5

~~All~~In ~~expenditures~~June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the ~~acquisition~~existing “incurred loss” model for ~~property~~recognizing ~~and~~credit ~~equipment~~losses ~~are~~with ~~recorded~~an at“expected loss” ~~cost~~model ~~and~~referred ~~capitalized~~to as ~~incurred,~~the ~~provided~~CECL model. Under the ~~asset~~CECL ~~benefits~~ model, the Company ~~for~~is arequired ~~period~~to ofpresent ~~more~~certain ~~than~~financial ~~one~~assets ~~year.~~carried at ~~Expenditures~~amortized oncost, ~~routine~~such ~~repairs~~as ~~and~~insurance ~~maintenance~~premium offinance ~~property~~loans ~~and~~held ~~equipment~~for ~~are~~investment, ~~charged directly~~at the net amount expected to ~~operating~~be ~~expense~~collected. The ~~property~~measurement of ~~and~~expected ~~equipment~~credit ~~are~~losses ~~depreciated~~is based ~~upon~~on ~~its~~information ~~estimated~~about ~~useful~~past ~~life~~events, ~~after~~including ~~being~~historical ~~placed~~experience, incurrent conditions, and reasonable ~~service.~~and ~~The~~supportable ~~estimated~~forecasts ~~useful~~that ~~life~~affect ofthe ~~computer~~collectability ~~equipment~~of isthe 3reported ~~years~~amount. ~~When~~This ~~equipment~~ASU is ~~retired,~~effective ~~sold~~December ~~or impaired~~1, ~~the~~2023 ~~resulting~~for ~~gain~~the Company. orThe ~~loss~~Company is ~~reflected~~evaluating inthe ~~earnings.~~impact ~~The~~on ~~Company’s~~the ~~Property~~adoption ~~and~~of ~~Equipment~~this ~~are fully depreciated~~standard.

~~Impairment~~All ofother ~~Long-Lived~~newly ~~Assets~~issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

InNet ~~accordance~~Loss ~~with~~Per ~~Accounting~~Common Standards Codification (“ASC”) 360-10, “Property, Plant, and Equipment”, the Company periodically reviews its long- lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not impair any long-lived assets as of August 31, 2022, and November 30, 2021.Share

~~Website~~Net ~~Development~~loss ~~Costs~~per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the three-months ended February 28, 2023 and 2022 were 6,135,302 and 0 respectively. For the quarter ended February 28, 2023, the diluted net loss per share of common stock is the same as basic net loss per share of common stock because the effects of potentially dilutive securities are antidilutive. The following table puts forth the potentially dilutive securities excluded from the computation of diluted net loss per share for the quarter ended February 28, 2023, because such securities have an anti-dilutive impact due to losses reported.

~~The~~SCHEDULE ~~Company~~OF ~~accounts~~POTENTIALLY ~~for~~DILUTIVE website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day-to-day operation of the website are expensed as incurred.SECURITIES

	February 28, 2023
Series A preferred stock		215,568,400
Warrants to purchase common stock		10,135,000
Total shares excluded from diluted net loss per share		225,703,400

~~Fair~~The ~~Value~~diluted earnings per share for the quarter ended February 28, 2022 included 2,155,684 shares of ~~Financial~~preferred ~~Instruments~~stock that were convertible to 215,568,400 shares of common stock.

ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820) defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.F-6

~~ASC~~NOTE ~~820~~2 ~~also~~– ~~describes~~GOING ~~three levels of inputs that may be used to measure fair value:~~CONCERN

~~Level~~The 1:accompanying ~~Observable~~financial ~~inputs~~statements have been prepared assuming that ~~reflect~~we ~~unadjusted~~will ~~quoted~~continue ~~prices~~as a going concern. As of February 28, 2023, the Company had an accumulated deficit of $3,903,403 and a net loss of $371,262 for ~~identical~~the ~~assets~~quarter orthen ~~liabilities~~ended. ~~traded~~These infacts ~~active~~and ~~markets~~others raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of this filing. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Level~~Management’s 2:plan ~~Inputs~~of ~~other~~operations ~~than~~includes, ~~quoted~~but ~~prices~~is ~~included~~not ~~within~~limited ~~Level~~to, ~~1 that are observable for~~ the ~~asset or liability, either directly or indirectly.~~following:

~~Level 3:~~● ~~Inputs~~The ~~that~~creation ~~are~~of ~~generally~~additional ~~unobservable.~~sales ~~These~~and ~~inputs~~profits ~~may~~across beits ~~used~~product ~~with~~lines; ~~internally~~● ~~developed~~The ~~methodologies~~continuation ~~that~~of ~~result~~improving incash ~~management’s best~~flow ~~estimate~~by maintaining moderate cost reductions; ● Requiring 50% deposit on all purchase orders; ● Continuing positive cash flows from operating activities; ● Potential issuances of ~~fair~~additional ~~value~~common stock to existing shareholders and through PIPE financing.

~~Financial~~NOTE ~~instruments~~3 ~~consist~~– principally of cash, accounts payable, accrued liabilities and other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short- term nature. The fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.CONCENTRATIONS

10For the three-months ended February 28, 2023 and 2022, two customers accounted for 97% and 100% respectively, of the Company’s revenues.

~~Revenue~~Accounts ~~Recognition~~receivable at February 28, 2023 and November 30, 2022 are made up of trade receivables due from customers in the ordinary course of business. Three customers account for 98% of the accounts receivable balance at February 28, 2023 and two customers represented 100% of the balance of accounts receivable at November 30, 2022.

InFor ~~May 2014,~~ the ~~FASB~~three ~~issued~~months ~~ASU~~ended ~~No.~~February ~~2014-09~~28, ~~Revenue~~2023 ~~from~~three ~~Contracts~~vendors ~~with~~made ~~Customers~~up ~~(Topic~~80% ~~606).~~of ~~This~~our ~~standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance~~purchases. ~~The~~For ~~core principle of~~ the ~~guidance is~~three ~~that~~months anended ~~entity~~February ~~should~~28, ~~recognize~~2022 ~~revenue to depict the transfer of promised goods or services to customers in an amount that reflects~~one ~~the~~vendors ~~consideration~~made toup ~~which~~74% ~~the entity expects to be entitled in exchange for those goods~~ or ~~services. All of~~ our ~~revenue is generated from the United States of America~~purchases.

~~Revenue~~NOTE is4 ~~recognized~~– ~~when~~ACCOUNTS ~~all of the following criteria are met:~~RECEIVABLE

~~● Identification~~Accounts ofreceivable ~~the~~consisted contract, or contracts, with a customer - A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and the parties are committed to perform, and (iii) we determine that collection of ~~substantially all consideration to which it will be entitled in exchange for goods or services that will be transferred is probable based on~~ the ~~customer’s intent and ability to pay the promised consideration.~~following:

~~● Identification~~SCHEDULE ofOF ~~the~~ACCOUNTS performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we apply judgment to determine whether promised goods or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation.RECEIVABLES

● Determination of the transaction price - The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer adjusted for estimated variable consideration, if any. We typically estimate the transaction price impact of discounts offered to the customers for early payments on receivables or rebates based on channel partner sales achievements. Constraints are applied when estimating variable considerations based on historical experience where applicable.

	February 28, 2023			November 30, 2022
Trade Accounts Receivable	$	38,378		$	81,667
Less Allowance for doubtful accounts		(7,500	)		(7,500	)
Total Accounts Receivable (net)	$	30,878		$	74,167

●The ~~Allocation~~accounts ofreceivable ~~the~~balance ~~transaction~~is ~~price~~made toup ~~the performance obligations in the contract - All current contracts are~~ of atrade ~~single performance~~receivables ~~obligation~~due ~~thus~~from ~~the~~customers ~~entire~~in ~~transaction price is allocated to~~ the ~~single~~ordinary ~~performance~~course ~~obligation. We determine standalone selling price taking into account available information such as historical selling prices~~ of ~~the performance obligation, geographic location, overall strategic objective, market conditions and internally approved pricing guidelines related to the performance obligation~~business.

~~● Recognition~~NOTE of5 ~~revenue~~– when, or as, we satisfy performance obligation - We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at or over the time the related performance obligation is satisfied by transferring a promised good or service to a customer.INVENTORY

11As of February 28, 2023 and November 30, 2022 inventory consisted of $561,491, and $347,207, respectively in Raw Materials Inventory.

~~Cost of Revenues~~F-7

~~Cost~~NOTE of6 ~~revenues~~– ~~includes~~SHORT-TERM ~~costs~~NOTE ~~attributable to services sold and delivered. These costs include engineering costs incurred to maintain our networks.~~PAYABLE

~~Advertising~~During ~~Expense~~the quarter ended February 28, 2023 the Company engaged in negotiations with an outside investor to acquire debt. While the negotiations were taking place, before a contract was settled, the investor lent the Company $300,000 on February 13, 2023. There was no contract, no interest, and no payment schedule associated with this loan. This amount was included as part of the principal on the debt when the contract was finalized subsequent to the reporting period—see Note 9 for more details.

~~Advertising~~NOTE ~~costs~~7 ~~are~~– ~~charged~~STOCKHOLDERS’ to expense as incurred and are included in marketing and promotions expense in the accompanying financial statements. Advertising expense for the nine months ended August 31, 2022, and August 31, 2021 were $106 and $418, respectively.EQUITY

~~Share~~On December 1, 2022, the Company amended the Series A Preferred Stock to be designated “Series A Convertible Preferred Stock.” These Series A Convertible Preferred Stock shares have preferential dividend rights in noncumulative dividends in an amount equal to any dividends or other Distribution on the Common Stock. Holders of these Series A Preferred Stock are to be treated for this purpose as holding the number of shares of Common Stock to which the holders thereof would be entitled if they converted their shares of Series A Convertible Preferred Stock at the time of such dividend. Series A Convertible Preferred Stock shares are also amended to have liquidation rights where holders of each share shall be entitled to participate with the holders of shares of common stock then outstanding, pro rata according to the number and preferences of the shares of common stock and Series A Convertible Preferred Stock as converted to common stock shares. Series A Convertible Preferred Stock shares are also amended to have an optional right of conversion into one hundred shares of common stock, and automatic conversion rights. Automatic conversion rights shall be exercised into one hundred shares of common stock at the earliest of (i) a reorganization or any other consolidation or merger of the Company with or into any other person, (ii) any sale, conveyance, transfer or other disposition of all or substantially all of the property, assets or business of the Company (iii) the effectuation of a transaction or series of related transactions in which more than fifty percent of the voting power of the Company is disposed of, (iv) a Form S-~~Based~~1 registration statement ~~Compensation~~filed by the Company with the U.S. Securities and Exchange Commission or other securities regulator for the contemplated sale of securities of the Company has been declared effected, or (v) the Company’s shares have been listed for trading on a Trading Market (other than the OTCQB Marketplace, the OTC Pink Marketplace or any other tier operated by OTC Markets Group Inc.). If the Company takes any action to increase or decrease the number of outstanding shares of common stock, then the number of shares of common stock issuable upon the conversion of the Series A Convertible Preferred Stock shall be proportionately increased or decreased as the case may be, so that, upon conversion into Common Stock, the percentage interest of any holder of shares of Series A Convertible Preferred Stock shall not be modified from what his, or her or its then current percentage interest in the Company would have been if the Series A Convertible Preferred Stock had been converted into Common Stock immediately prior to any such capital change, effective in either case at the close of business on the date that the capital change becomes effective. Series A Preferred Convertible Preferred Stock were also amended to have the number of votes to which the holders thereof would be entitled if they converted their shares of Series A Convertible Preferred Stock at the time of voting.

~~The Company~~As ~~computes~~part ~~share~~of ~~based payments in accordance with Accounting Standards Codification 718-10 “Compensation” (ASC 718-10). ASC 718-10 establishes standards for~~ the ~~accounting for transactions in which an entity exchanges its equity instruments for goods and services at fair value~~recapitalization, ~~focusing primarily on accounting for transactions in which an entity obtains employees services in share-based~~ ~~payment transactions. It also addresses transactions in which an entity incurs liabilities in exchange for goods and services that are based on~~ the ~~fair~~Company ~~value~~is ofdeemed anto ~~entity’s~~have ~~equity instruments or that may be settled by the issuance of those equity instruments. In March 2005, the SEC~~ issued ~~SAB No. 107~~6,090,580 ~~Share-Based~~common ~~Payment~~shares ~~(“SAB~~to ~~107”)~~the ~~which~~original ~~provides~~shareholders ~~guidance regarding the interaction~~ of ~~ASC 718-10 and certain SEC rules and regulations~~Nestbuilder. ~~The~~See ~~Company~~further ~~has~~details ~~applied the provisions of SAB 107~~ in ~~its adoption of ASC 718-10.~~Note ~~The Company estimates the fair value of stock options by using the Black-Scholes option pricing model~~8. Additionally, the Company has early adopted ASU 2018-07 during fiscal year 2019. In June 2018, the FASB issued ASU 2018-07 Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07), which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions.

~~Income~~During ~~Taxes~~the quarter ended February 28, 2023, the Company issued 75,000 shares of common stock to a marketing firm in exchange for marketing services. This stock was issued in 25,000-share increments on three separate occasions. These shares were valued at $109,750, which was based on the market value of the common stock on the date of each transaction, multiplied by the number of shares issued.

~~The~~NOTE ~~Company~~8 ~~accounts~~– ~~for~~REVERSE income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.ACQUISITION

~~ASC~~On December ~~740-10~~1, ~~requires~~2022, ~~that~~pursuant ~~the~~to ~~Company~~an ~~recognize~~Agreement ~~the~~and ~~financial~~Plan ~~statement~~of ~~benefit~~Merger, dated as of aDecember ~~tax~~1, ~~position~~2022, ~~only~~by ~~after~~and ~~determining~~among ~~that~~Nestbuilder ~~the~~(“Parent”), ~~relevant~~NB ~~tax~~Merger ~~authority~~Corp. ~~would~~(the ~~more~~“Merger ~~likely~~Sub”) ~~than~~a ~~not~~Delaware ~~sustain~~corporation ~~the~~and ~~position~~a ~~following~~direct, anwholly ~~audit.~~owned ~~For~~subsidiary ~~tax~~of ~~positions~~Nestbuilder, ~~meeting~~Renewable Innovations, Inc. (the “~~more-likely-than-not~~Company” ~~threshold~~), ~~the~~a ~~amount~~Delaware ~~recognized~~corporation, inLynn ~~the~~Barney, ~~financial~~as ~~statements~~the isrepresentative of the ~~largest~~Company’s ~~benefit~~securityholders, ~~that~~and ~~has~~Alex Aliksanyan, aas ~~greater~~the ~~than~~Parent 50representative, ~~percent~~the ~~likelihood~~Parent ~~of being~~acquired ~~realized~~the ~~upon~~Company ~~ultimate~~through ~~settlement~~the ~~with~~merger of the ~~relevant~~merger ~~tax~~sub ~~authority.~~with ~~The~~and ~~Company~~into ~~has~~the ~~applied~~Company (the ~~for~~“Merger”), anwith ~~extension~~the ofCompany continuing ~~time~~as tothe ~~file~~surviving ~~with the~~corporation ~~Internal~~and ~~Revenue~~becoming ~~Service~~a ~~for~~wholly ~~its~~owned ~~most~~subsidiary ~~recent~~of ~~tax~~the ~~filing~~Parent.

~~The~~In ~~Company~~connection ~~recognizes~~with ~~expenses~~the ~~for~~Merger, ~~tax~~the ~~penalties~~Parent ~~and~~filed ~~interest~~articles ~~assessed~~of bymerger with the ~~Internal~~Nevada ~~Revenue~~Secretary ~~Service~~of ~~and~~State ~~other~~to ~~taxing~~change ~~authorities~~its ~~upon~~name to Renewable Innovations, ~~receiving~~Inc. ~~valid~~pursuant ~~notice~~to ofa ~~assessments.~~parent/subsidiary ~~The~~merger between Parent and the Company ~~has~~as ~~received~~a nowholly ~~such~~owned ~~notices~~non-operating assubsidiary, which was established for the purpose of ~~August~~giving ~~31,~~effect ~~2022~~to this name change.

~~Earnings~~Immediately ~~Per~~prior ~~Share~~to the Merger, there were 6,090,580 shares of Parent Common Stock issued and outstanding and warrants outstanding to acquire up to an aggregate of 10,135,000 shares of Parent Common Stock. As a result of the Merger, Parent issued to the shareholders of the Company an aggregate of 2,155,684 shares of Parent Series A Convertible Preferred Stock, par value $0.0001 per share, each share of which is convertible into 100 shares of Parent Common Stock and votes on an as converted basis, which represents a 97% voting interest immediately following the Merger. As a result of the foregoing transactions, Parent underwent a change of control on December 1, 2022, which will be accounted for as a reverse merger and recapitalization of the Company.

~~Basic~~The ~~earnings~~unaudited ~~per~~condensed ~~share~~statements isof ~~computed~~operations byfor ~~dividing~~the ~~net~~three ~~income~~months ~~attributable~~ended toFebruary ~~common~~28, ~~stockholders~~2022 bydo ~~the~~not ~~weighted~~include ~~average~~the ~~number~~revenue ofand ~~shares~~earnings offrom ~~common~~Nestbuilder.com ~~stock~~Corp. ~~outstanding~~If ~~during~~it had, the ~~period~~revenue would have increased by $11,456 and the net loss would have increased by $162,928.

~~Diluted~~NOTE ~~earnings~~9 ~~per~~– ~~share~~SUBSEQUENT is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is equal to basic because the common stock equivalents are anti-dilutive. The Company’s anti-dilutive common stock equivalents include the following:EVENTS

~~SCHEDULE~~On March OF6, ~~ANTI-DILUTIVE~~2023, ~~SECURITIES~~the ~~OUTSTANDING~~Company issued a note payable to investors for cash, of which the principal amount totaled $630,000, which included the $300,000 discussed in note 7 above. Principal and accrued interest is due at the end of 12 months, and it carries an interest rate of ten percent (10%) per annum.

	August 31, 2022		November 30, 2021
Shares on issuance of warrants outstanding		10,217,500		1,428,005
Shares on convertible promissory notes		-		722,443
Shares on unvested restricted stock		973,958		-
Anti-dilutive securities		11,191,458		2,150,448

On April 30, 2023, we entered into a Line of Credit Promissory Note with Robert L. Mount, our Chief Executive Officer, President, and a member of our Board of Directors. Pursuant to the Note, upon mutual agreement between the parties, Mount may advance funds to us. The Note bears interest at the rate of ten percent (10%) per annum, and can be prepaid at any time by us. Any outstanding principal and interest must be repaid 24 months after the execution date.

12Also subsequent to year end, 600,000 warrants were exercised in a cashless option. This resulted in the issuance of 568,540 shares of common stock, and no additional cash to the Company.

~~Concentrations, Risks and Uncertainties~~F-8

The Company’s operations and revenue are related to the real estate industry and its prospects for success are tied indirectly to interest rates and the general housing and business climates in the United States. Financial instruments and related items, which potentially subject the Company to concentration of credit risk consists primarily of cash. The Company places its cash with high credit quality institutions. At times, such deposits may be in excess of the FDIC insurance limit of $250,000. The Company did not have cash on deposit in excess of such limit at August 31, 2022.

Recently Issued Accounting Standards

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

NOTE 3: GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

At August 31, 2022, the Company had working capital of $1,516, an accumulated deficit of $1,211,640 and a net loss and cash used in operations of $595,578 and $48,319, respectively, for the nine months ended August 31, 2022. It is management’s opinion that these facts raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of this filing, without additional debt or equity financing. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

In order to meet its working capital needs through the next twelve months and to fund the growth of our business, the Company may consider plans to raise additional funds through the issuance of additional shares of common or preferred stock and or through the issuance of debt instruments. Although the Company intends to obtain additional financing to meet our cash needs, the Company may be unable to secure any additional financing on terms that are favorable or acceptable to it, if at all.

COVID-19 Update

In March 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic. The pandemic has had significant impacts around the globe and in many locations in which we operate. While the impacts have not caused a material adverse financial impact to our business to date, the future impacts remain uncertain. The extent to which the COVID-19 pandemic may impact our business going forward will depend on numerous evolving factors that we cannot reliably predict. The effect, if any, of the COVID-19 pandemic would not be fully reflected in our results of operations and overall financial performance until future periods.

As of August 31, 2022, COVID-19 has not had a material impact on our results of operations or financial condition.

Note 4: PROPERTY AND EQUIPMENT

At August 31, 2022 and November 30, 2021, the Company’s property and equipment are as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT

	Estimated Life (in years)		August 31, 2022			November 30, 2021
Office equipment		3	$	82,719		$	82,719
Less: accumulated depreciation				(82,719	)		(82,719	)
Property and equipment, net			$	-		$	-

The Company’s fixed assets are fully depreciated.

NOTE 5: ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The Company’s accounts payable and accrued expenses are as follows:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	August 31, 2022		November 30, 2021
Trade payables and accruals	$	99,497	$	102,000
Total accounts payable and accrued expenses	$	99,497	$	102,000

NOTE 6: RELATED PARTY TRANSACTIONS

Convertible Promissory Notes

During the nine months ended August 31, 2022, Mr. Aliksanyan, our Chief Executive Officer and board member, Mr. Grbelja, our Chief Financial Officer and board member, and Mr. McLeod, our Secretary and board member, converted promissory notes for common stock as part of a Note Conversion and Warrant Amendment Agreement (See Note 7 and Note 9).

Common Stock Purchase Warrants

On February 4, 2022, the Company issued 5,075,000 common stock warrants to its officers and directors. Each warrant is convertible into 1 share of common stock with an exercise price of $0.0925. The warrants expire on February 4, 2027. Pursuant to the terms of the Common Stock Purchase Warrants, 1/4th of the total number of shares underlying the warrants will vest and become exercisable on the first anniversary of the date of issuance, and an additional l/12th of the total number of remaining shares underlying the warrants will vest and become exercisable on each of the monthly anniversaries thereafter, in each case, so long as the holder continues to be a service provider of the Company. The foregoing vesting schedule is subject to acceleration in the event of the service provider’s death, disability, termination without cause or a change in control of the Company.

On May 5, 2022, Mr. Aliksanyan, our Chief Executive Officer and board member, Mr. Grbelja, our Chief Financial Officer and board member, and Mr. McLeod, our Secretary and board member, exercised a portion of their warrants to purchase common stock. A total of 130,505 warrants were exercised at an exercise price of $0.02 per share resulting in 130,505 shares issued.

There was $236,833 of related party stock based compensation included in general and administrative expenses and $575,167 of related party unvested stock based compensation expense as of August 31, 2022 which will be recognized through February 28, 2024.

Common Stock Purchase Warrant Amendments

On May 26, 2022 the Company amended the 2019 and 2022 warrant agreements to reduce the exercise price from $0.20 and $0.0925, respectively, to $0.062 per share.

On July 13, 2022 the Company amended the 2019 and 2022 warrant agreements to reduce the exercise price from $0.062 to $0.045 per share, to agree to the fair market value of the stock of the Company at the time of the amendment.

Mr. Aliksanyan, our Chief Executive Officer and board member, Mr. Grbelja, our Chief Financial Officer and board member, and Mr. McLeod, our Secretary and board member, had 5,875,000 warrants outstanding as of August 31, 2022 that were included in the amended agreements. There was no adjustment to the fair value of the 2019 and 2022 warrants as a result of the warrant modifications as there was no increase in the incremental cost of the warrant. See Note 7.

Restricted Stock Awards

On February 4, 2022, the Company issued 825,000 shares of restricted common stock to its officers and directors at a price per share of $0.0925, the fair market value at the date of issuance. Pursuant to the terms of the Restricted Stock Award Agreements, the restricted common stock vests in a series of eight (8) successive equal quarterly installments beginning on the date of grant, provided that the grantee continuously provides services to the Company as an employee, officer, director, contractor or consultant through the applicable vesting date. The foregoing vesting schedule is subject to acceleration in the event of the service provider’s death, disability, termination without cause, or a change in control of the Company. There was $38,500 of related party stock based compensation included in general and administrative expenses and $95,500 of related party unvested restricted stock based compensation expense as of August 31, 2022 that will be recognized through February 28, 2024.

NOTE 7: STOCKHOLDERS’ DEFICIT

The total number of shares of all classes of stock that the Company shall have the authority to issue is 275,000,000 shares consisting of: 250,000,000 shares of common stock with a $0.0001 par value per shares; and 25,000,000 shares of preferred stock, par value $0.0001 per share. On May 31, 2019, we filed a certificate of designation with the Secretary of State of the State of Nevada to create a new class of preferred stock designated as the Series A Convertible Preferred Stock. The holders of Series A Convertible Preferred Stock are entitled to receive dividends in an amount equal to any dividends or other Distribution on the Common Stock. The holders of Series A Convertible Preferred Stock are entitled to be paid out of the Available Funds and Assets, in preference to any payment or distribution of any Available Funds and Assets on any shares of Common Stock or subsequent preferred stock, an amount per share equal to the Original Issue Price of the Series A Convertible Preferred Stock plus all declared but unpaid dividends on the Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder thereof, at any time after the issuance of such share, into one (1) share of Common Stock. As of August 31, 2022, there were 6,008,080 shares of common stock issued and outstanding, of which 973,958 shares are restricted stock issued but not yet vested, and zero shares of Series A Convertible Preferred Stock issued and outstanding.

Common Stock

On February 4, 2022, the Company issued 1,375,000 shares of restricted common stock at $0.0925 per share to its officers, contracted consultants and professionals. Pursuant to the terms of the Restricted Stock Award Agreements, the restricted common stock vests in a series of eight (8) successive equal quarterly installments beginning on the date of grant, provided that the grantee continuously provides services to the Company as an employee, officer, director, contractor or consultant through the applicable vesting date. The foregoing vesting schedule is subject to acceleration in the event of the service provider’s death, disability, termination without cause, or a change in control of the Company. During the nine months ended August 31, 2022, there was $64,167 of stock based compensation included in general and administrative expense and $155,833 of unvested restricted stock based compensation expense as of August 31, 2022 that will be recognized through May 31, 2024. As of August 31, 2022, 401,042 shares of restricted stock had vested, 973,958 shares of restricted stock remain unvested.

On February 7, 2022, our existing noteholders exercised their conversion rights and were issued 678,180 shares of common stock at $0.07 and 630,029 shares of common stock at $0.035 for a total value of $69,554. As an incentive to convert their notes, three noteholders agreed to a modification where they converted a portion of their notes at $0.035 per common share. The share price at the time of the conversion was $0.177 which resulted in a loss on debt extinguishment of $55,712, which is included in the loss on extinguishment of debt of $72,198 on the Statement of Operations as of August 31, 2022.

On February 28, 2022, the company issued 1,287,500 shares of its common stock at $0.08 in exchange for $67,000 in cash and a stock subscription receivable of $36,000. The $36,000 of the stock subscription receivable was received in March 2022.

On May 11, 2022, our remaining noteholders exercised their conversion rights and were issued 29,066 shares of common stock at $0.07 for a total value of $2,050.

Common Stock Purchase Warrants

2021 Warrants

In June 2021, the Company issued an additional 80,000 warrants pursuant to the Securities Purchase Agreement and issuance of convertible notes in the amount of $16,000. The warrants have an exercise price of $0.10 per share and the warrants vest immediately and expire on December 31, 2022. The grant date fair value was zero.

In September 2021, the Company issued an additional 18,005 warrants pursuant to the Securities Purchase Agreement and issuance of convertible notes in the amount of $3,601. The warrants have an exercise price of $0.10 per share and the warrants vest immediately and expire on December 31, 2022. The grant date fair value was zero.

2022 Warrants

In January 2022, the Company issued an additional 100,000 warrants pursuant to the Securities Purchase Agreement and issuance of convertible notes in the amount of $20,000. The warrants have an exercise price of $0.10 per share and the warrants vest immediately and expire on December 31, 2022. The Company recorded $6,275 of interest expense for these awards during the nine months ended August 31, 2022.

On February 4, 2022, the Company issued 9,025,000 common stock warrants to its officers, contracted consultants and professionals. Each warrant is convertible into 1 share of common stock with an exercise price of $0.0925. The warrants expire on February 4, 2027. Pursuant to the terms of the Common Stock Purchase Warrants, ¼th of the total number of shares underlying the warrants will vest and become exercisable on the first anniversary of the date of issuance, and an additional l/12th of the total number of remaining shares underlying the warrants will vest and become exercisable on each of the monthly anniversaries thereafter, in each case, so long as the holder continues to be a service provider of the Company. The foregoing vesting schedule is subject to acceleration in the event of the service provider’s death, disability, termination without cause or a change in control of the Company. There was $421,166 of stock based compensation expense included in general and administrative expenses as of August 31, 2022 and $1,022,833 of unvested stock based compensation which will be recognized through February 28, 2024.

On February 7, 2022, the Company and the purchasers under the Securities Purchase Agreement executed Note Conversion and Warrant Amendment Agreements pursuant to which they amended the common stock purchase warrants issued pursuant to the Securities Purchase Agreement, dated December 10, 2020, to reduce the exercise price per share from $0.10 per share to $0.02 per share for 217,500 warrants. As a result of the warrant modification in conjunction with the note conversion, $16,486 was recorded as a loss on extinguishment of debt for the nine months ended August 31, 2022, which is included in the loss on extinguishment of debt of $72,198 on the Statement of Operations.

On May 5, 2022, a portion of our existing common stock warrant holders exercised their purchase right to purchase 335,505 common stock warrants for $6,710.

On May 26, 2022, the Company executed a Warrant Amendment Agreement pursuant to which they amended the common stock purchase warrants issued pursuant to the 2019 warrants and 2022 warrants, reducing the exercise price per share from $0.20 and $0.0925, respectively, to $0.062. There was no adjustment to the fair value of the 2019 and 2022 warrants as a result of the warrant modifications.

On July 13, 2022, the Company executed a Warrant Amendment Agreement pursuant to which they amended the common stock purchase warrants issued pursuant to the 2019 warrants and 2022 warrants, reducing the exercise price per share from $0.062 to $0.045, to agree to the fair market value of the stock of the Company at the time of the amendment. There was no adjustment to the fair value of the 2019 and 2022 warrants as a result of the warrant modifications as there was no increase in the incremental cost of the warrant.

A summary of the Company’s outstanding common stock warrants as of August 31, 2022 is as follows:

SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING

				Weighted
				Average
				Exercise		Intrinsic
	Warrants			Price		Value
Outstanding, November 30, 2021		1,428,005		$	0.176	$	0.00
Warrants granted and issued		9,125,000		$	0.092	$	0.00
Warrants exercised		(335,505	)	$	0.020	$	0.00
Outstanding, August 31, 2022		10,217,500		$	0.045	$	0.00
Common stock issuable upon exercise of warrants		10,217,500		$	0.045	$	0.00

The following table summarizes information about common stock warrants outstanding at August 31, 2022:

SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING AND WARRANT EXERCISABLE

Warrants Outstanding

Warrants Exercisable

Number Outstanding at

Weighted Average

Number Exercisable at

Weighted Average

August 31, 2022

Remaining Life

Exercise Price

August 31, 2022

Exercise Price

10,217,500

4.14 Years

0.045

1,192,500

0.045

The Company estimates the fair value of each award on the date of grant using a Black Scholes valuation model that uses the following assumptions for warrants modified during the nine month period ended August 31, 2022:

SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL

Expected volatility	595	%
Expected dividends	0	%
Expected term (in years)	5 years
Risk-free rate	3.01	%

NOTE 8: CONTINGENCIES

On August 17, 2018, we entered into employment agreements with Alex Aliksanyan, our former Chief Executive Officer and a director, and Thomas M. Grbelja, our Chief Financial Officer, Secretary and a director.

Pursuant to the employment agreement with Alex Aliksanyan (the “Aliksanyan Employment Agreement”), Mr. Aliksanyan agreed to serve as our Chief Executive Officer, and we agreed to pay Mr. Aliksanyan an annual base salary of $120,000 per year. The initial term of the Aliksanyan Employment Agreement is 12 months and may be extended by mutual agreement between us and Mr. Aliksanyan. On or about August 28, 2018, we entered into an oral agreement with Mr. Aliksanyan, as memorialized by a First Amendment to Employment Agreement dated September 25, 2018, pursuant to which Mr. Aliksanyan agreed to continue receiving his 2017 annual salary of $36,000 per year in exchange for continued employment and our agreement to adopt an employee stock option plan or similar plan for compensating, incentivizing, retaining and attracting employees prior to June 30, 2019, from which Mr. Aliksanyan would be eligible to receive equity securities from time to time in the discretion of our board of directors. On April 17, 2020, we terminated the employment of Alex Aliksanyan as our Chief Executive Officer, effective as of April 20, 2020. On April 20, 2020, we and Mr. Aliksanyan entered into that certain Separation and Release of Claims Agreement, dated April 20, 2020, whereby Mr. Aliksanyan terminated his Employment Agreement, dated August 17, 2018, as amended, and provided a release of claims to us in exchange for a lump sum payment equal to $1,500, representing one month of his base salary.

Pursuant to the employment agreement with Thomas M. Grbelja (the “Grbelja Employment Agreement”), Mr. Grbelja agreed to serve as our Chief Financial Officer, devoting a minimum of 50% of his time and attention to his duties as Chief Financial Officer. We agreed to pay Mr. Grbelja an annual base salary of $70,000 per year. The initial term of the Grbelja Employment Agreement is 12 months and may be extended by mutual agreement between us and Mr. Grbelja. On or about August 28, 2018, we entered into an oral agreement with Mr. Grbelja, as memorialized by a First Amendment to Employment Agreement dated September 25, 2018, pursuant to which Mr. Grbelja agreed to continue receiving his 2017 annual salary of $24,000 per year in exchange for continued employment and our agreement to adopt an employee stock option plan or similar plan for compensating, incentivizing, retaining and attracting employees prior to June 30, 2019, from which Mr. Grbelja would be eligible to receive equity securities from time to time in the discretion of our board of directors.

On February 4, 2022, we entered into a Settlement Agreement with each of Alex Aliksanyan, our Chief Executive Officer and Director, William McLeod, our Secretary and Director, and Thomas Grbelja, our Chief Financial Officer and Director, pursuant to which, among other things, each of the foregoing individuals terminated all agreements with us, including any effective employment agreements, and released us of any and all claims he may have had against us, including for owed but unpaid compensation, and we agreed to issue to each such individual a new compensation package consisting of restricted common stock and warrants to purchase common stock.

NOTE 9: CONVERTIBLE PROMISSORY NOTES PAYABLE

From December 10, 2020 through January 27, 2021, we entered into a Securities Purchase Agreement, by and among us and the purchasers named thereunder, pursuant to which we issued to each of seven investors a Senior Convertible Promissory Note in the principle amount of up to $10,000 (each, a “Note” and collectively, the “ Notes”) and a Common Stock Purchase Warrant to purchase up to 50,000 shares of our common stock at an exercise price of $0.10 per share (each, a “Warrant”, and collectively, the “Warrants”). The investors included Alex Aliksanyan, a Director, Thomas M. Grbelja, our Treasurer, Secretary and a Director and William McLeod, our Chief Executive Officer and Director.

The Notes bear interest at the rate of 10.0% per annum and mature on July 31, 2022. We may agree with the noteholders from time to time to accept loan advances under the Notes up to the principal amount of the Notes. As of the date of this filing, the investors have made aggregate loan advances under the Notes of $47,160, which includes an additional $16,000 that was advanced under the existing agreement on or about June 20, 2021 and an additional $3,601 during September 2021. In January 2022 an additional advance of $20,000 under the existing agreement.

Pursuant to the terms of the Notes, the holders of the Notes have the right, at their option, at any time, to convert the principal amount of the Notes, and any accrued interest, into our common stock at a conversion of $0.07 per share. However, each holder of a Note will not have the right to convert any portion of his Note if the holder (together with his affiliates) would beneficially own in excess of 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the conversion, as such a percentage ownership is determined in accordance with the terms of the Note. Each holder has the right to waive the foregoing conversion limitations, in whole or in part, upon and effective after 61 days prior written notice to us.

On February 7, 2022, the existing noteholders exercised their conversion rights and were issued 679,534 common shares at $0.07 for a total value of $47,567. Three noteholders agreed to a modification where they converted a portion of their notes at $0.035 per share and were issued 628,238 common shares for a total value of $21,988. See Note 6 and Note 7 for additional disclosure.

On May 11, 2022, our remaining noteholders exercised their conversion rights and were issued 29,066 shares of common stock at $0.07 for a total value of $2,050. There are no convertible notes outstanding as of August 31, 2022.

NOTE 10: PAYCHECK PROTECTION PROGRAM/SBA LOAN

In March 2021, the Company obtained an additional Paycheck Protection Program (2) loan and the SBA Economic Development Incentive Loan in the amount of $15,077 from the SBA.

The Company applied for and received forgiveness from the SBA in December 2021 in the amount of $15,077. The Company recorded the gain on forgiveness of this loan as a component of other income.

ITEM 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly ~~Report~~Statement reflect the good faith judgment of our management, such statements can only be be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to ~~risks~~ risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, its unaudited financial statements and related notes elsewhere in this ~~Quarterly Report on~~ Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

Summary Overview

We were incorporated on June 28, 2019 and commenced operations in 2021. We had sales of $370,341 in the year ended November 30, 2021, and $2,430,194 in the year ended November 30, 2022.

On December 1, 2022, pursuant to an Agreement and Plan of Merger, we were acquired by Nestbuilder.com Corp through the merger of NB Merger Corp. with and into Renewable Innovations, Inc., with Renewable Innovations, Inc. continuing as the surviving wholly owned subsidiary of Nestbuilder.com Corp. Renewable Innovations, Inc., a Delaware corporation (the wholly owned subsidiary), changed its name to Renewable Innovations Corp., and Nestbuilder.com Corp (the parent corporation) changed its name to Renewable Innovations, Inc.

Overview

We ~~were~~are ~~incorporated~~focused ~~in the State of Nevada~~ on ~~January 10~~designing, ~~2017 as a wholly owned subsidiary of RealBiz Media Group~~optimizing, ~~Inc.~~developing, aand ~~Delaware~~producing ~~corporation (“RealBiz”). On July 31~~modular, ~~2018~~scalable, ~~RealBiz effectuated our spin~~zero-~~off~~carbon ~~from~~green ~~RealBiz~~renewable solutions. ~~Upon~~Applications for ~~completion~~scalable ofpower ~~the~~vary ~~spin-off,~~from ~~RealBiz~~primary ~~stockholders owned~~power ~~100%~~to ofemergency ~~the~~power ~~outstanding~~and ~~shares~~mobile ~~of our common stock~~power.

WeOur ~~are~~initial ~~engaged~~focus in the business of providing digital media and marketing services for the real estate industry. We currently generate revenue from service fees (video creation and production) and referral fees from our LoseTheAgent.com website. At the core of our programs is ~~our~~ proprietary video creation technology which allows for an automated conversion of data (text, photos and video slices) to a video with voice over and music. We provide video search, storage and marketing capabilities on ~~multiple platform dynamics for web and~~ mobile~~. Once~~ ~~a home, personal or community video is created using our proprietary technology, it can be published to social media, email or distributed to multiple real estate websites. In addition, we own~~ and ~~operate~~stationary ~~the~~electric ~~web~~vehicle ~~site~~rapid LoseTheAgent.com, which is a site dedicated to peer-to-peer real estate transactions between home sellers and buyers - the so called For Sale By Owner segment. We currently have approximately 100,000 home listings across all 50 states. We monetize the website by charging ~~fees for both listing a home for sale and picking up possible buyers’ messages of interest~~. ~~We also plan on generating additional revenues by monetizing seller/buyer data with targeted, interested parties. The web site is fully functional and is being marketed via various online platforms.~~

204

~~Results~~Going ~~of Operations for the Three Months Ended August 31, 2022 and August 31, 2021~~Concern

~~Revenues~~ From inception (June 28, 2019) through November 30, 2022, we have an accumulated deficit of $3,532,141 and for the year ended November 30, 2022, we had a net loss of $2,353,113. In order to continue as a going concern we must effectively balance many factors and generate more revenue so that we can fund our operations from our sales and revenues. If we are not able to do this we may not be able to continue as an operating company. At our current revenue and burn rate, we have an immediate cash need, and thus we must raise capital by issuing debt or through the sale of our stock. However, there is no assurance that our existing cash flow will be adequate to satisfy our existing operating expenses and capital requirements.

~~Total~~Results ~~revenue~~of ~~for~~Operations ~~the three months ended August 31, 2022 amounted to $11,736 as compared to $16,675~~ for the ~~three~~Three ~~months~~Months ~~ended~~Ended ~~August~~February 3128, ~~2021, a~~2023 decrease of $4,939 or 30%. The decrease is primarily a result of declining legacy virtual tour business, due primarily to the loss of our top two franchise accounts, who took their video production business in house. We envision these trends continuing for the foreseeable future and ~~see significant risks to the future of our legacy business.~~2022

~~Cost of Revenue~~ Introduction

~~Cost of~~We ~~revenues~~had ~~totaled~~sales of $51,~~344~~098,598 for the three months ended February ~~August 31~~28, ~~2022~~2023, compared to $41,~~144~~333,245 for the ~~same~~three ~~periods~~months ended ~~August~~February 3128, ~~2021~~2022, ~~representing~~ ana ~~increase~~decrease of $1234,~~200~~647, or 2918%. ~~Cost~~Our cost of ~~revenues~~sales was ~~consists~~$593,266 ~~primarily~~for the three months ended February 28, 2023 (54% of ~~engineering~~sales), ~~and~~compared ~~server~~to ~~costs~~$684,319 ~~incurred~~for inthe ~~connection~~three months ended February 28, ~~with~~2022 ~~maintenance~~(51% of ~~our~~sales), ~~online~~a ~~networks~~decrease of $91,053, or 13%.

~~Operating~~Sales ~~Expenses~~and Net Operating Loss

Our sales, operating expenses, ~~of which 99.9% consists of general~~ and ~~administrative~~net ~~expenses~~operating ~~plus~~loss ~~$18 and $98 in marketing expenses~~ for the three months ended ~~August~~February 3128, ~~2022~~2023 and ~~2021, respectively, increased 721% to $220,968 for the three months ended August 31,~~ 2022, ~~compared~~were toas $26,907 for the three months ended August 31, 2021. The main increase in operating expenses relates to stock-based compensation and vested restricted stock, included in general and administrative expenses, of $208,000. Marketing and promotion expenses decreased $80 and amounted to $18 for the three months ended August 31, 2022.follows:

	Three Months Ended February 28, 2023			Three Months Ended February 28, 2022		Increase/ (Decrease)

Sales	$	1,098,598		$	1,333,245	$	(234,647	)
Cost of sales		593,266			684,319		(91,053	)

Operating expenses:
Sales, general and administrative		787,264			171,283		615,981
Depreciation		89,330			89,332		(2	)
Total operating expenses		876,594			260,615		615,979

Net operating income (loss)		(371,262	)		388,311		(759,573	)
Other income/(expense)		-			84,900		(84,900	)

Net gain/(loss)	$	(371,262	)	$	473,211	$	(844,473	)

General and administrative expenses amounted to $220,950 and $26,809 for the three months ended August 31, 2022 and August 31, 2021, respectively. A breakdown of general and administrative expenses is as follows:Sales

	Three months Ended
	August 31,
Expense	2022		2021		Increase/(Decrease)
Professional Fees	$	7,061	$	24,580	$	(17,519	)
Interest		-		1,023		(1,023	)
Stock-based compensation		208,000		-		208,000
Dues and Subscriptions		507		798		(291	)
Other		5,382		408		4,974
Total	$	220,950	$	26,809	$	194,141

We had sales of $1,098,598 for the three months ended February 28, 2023, compared to $1,333,245 for the three months ended February 28, 2022, a decrease of $234,647, or 18%. Of our sales for the three months ended February 28, 2023, $1,070,724, or 97% of sales, was from the sales of products, with the remainder from sales of services.

~~Net~~Two ~~Income/Loss~~customers accounted for 97% of our sales for the three months ended February 28, 2023, compared to 100% for the three months ended February 28, 2022. These contracts were not completed during the applicable three month period, but partial payments were collected.

We had net loss of $214,576 for the three months ended August 31, 2022, compared to net loss of $14,376 for the three months ended August 31, 2021, a decrease of $200,200 due to the changes described above.5

~~Discussion~~Cost of ~~Results for Nine Month Period Ended August 31, 2022 and 2021~~Sales

~~Revenues~~Our cost of sales was $593,226 for the three months ended February 28, 2023 (54% of sales), compared to $684,319 for the three months ended February 28, 2022 (51% of sales), a decrease of $91,053, or 13%. Our costs of sales includes raw materials and in-house manufacturing costs for the products we manufacture.

~~Total~~Gross revenue for the nine months ended August 31, 2022 was $36,247 compared to $47,768 for the nine months ended August 31, 2021, a decrease of $11,521 or 24%. The decrease is primarily a result of declining legacy virtual tour business. Our legacy “on demand” video business has been declining on average 25% per year over the past two years. This trend is driven by our once unique technology being commoditized and offered as a “free” tool by many real estate web site producers.Margin

~~Cost~~Our ofgross ~~Revenue~~ margin

~~Cost of revenues totaled $13~~Sales,~~155 for the nine months ended August 31, 2022, compared to $13,028 for the nine months ended August 31, 2021,~~ ~~representing~~general ~~a decrease of $127 or .01%. Cost of revenues consists primarily of engineering~~ and server costs incurred in connection with maintenance of our online networks. The decline this year is primarily related to reduced engineering costs to maintain the website also a decline in revenue volume.Administrative

~~Operating~~Sales, ~~Expenses~~general and administrative expense was $787,264 for the three months ended February 28, 2023, compared to $171,283 for the three months ended February 28, 2022, an increase of $615,981, or 360%. In the three months ended February 28, 2023, our sales, general and administrative expense consisted primarily of contractor expense of $454,878, payroll of $104,142, and rent of $57,890. In the three months ended February 28, 2022, our sales, general and administrative expense consisted primarily of payroll of $55,849, rent of $29,761, and legal fees of $25,393.

Our operating expenses, which include salaries and benefits, marketing, and general and administrative expenses, increased 824% to $554,291, for the nine months ended August 31, 2022, compared to $59,974 for the nine months ended August 31, 2021, an increase of $494,317. The overall increase in operating expenses was substantially due to an increase in stock-based compensation and vesting of restricted stock, included in general and administrative expenses, of $485,195 and a decrease in selling and promotional expenses of $311.Depreciation

~~General~~Operating ~~and~~depreciation ~~administrative~~was ~~expenses~~$89,330 ~~amounted~~for tothe ~~$554~~three months ended February 28,~~184~~ ~~and~~2023, compared to $4489,~~988~~332 for the ~~nine~~three months ended ~~August~~February 3128, 2022, a ~~and~~decrease ~~August~~of 31$2, ~~2021,~~or ~~respectively~~0%. A ~~breakdown~~Our ofoperating ~~general~~depreciation ~~and~~expense ~~administrative~~remained ~~expenses~~constant isbecause aswe ~~follows:~~did not purchase additional operating equipment.

	Nine Months Ended
	August 31,
Expense	2022		2021		Increase/(Decrease)
Professional Fees and legal fees	$	55,231	$	38,713	$	16,518
Interest		-		2,242		(2,242	)
Stock-based compensation		485,317		-		485,317
Dues & subscriptions		1,661		2,451		(790	)
Other		11,975		1,582		10,393
Total	$	554,184	$	44,988	$	509,196

Net Operating Gain/Loss

22As a result of the items discuss above, our net operating loss was $371,262 for the three months ended February 28, 2023, compared to net operating income of $388,311 for the three months ended February 28, 2022, a decrease of $759,573, or 196%.

Other Income ~~(Expenses)~~and Expense

~~Our~~Other ~~other~~ income (expense) for the three months ended February 28, ~~net~~2023 was $0, ~~decreased~~compared byto $7784,~~459~~900 for the ~~nine~~three months ended ~~August~~February 3128, 2022, a ~~versus~~decrease of $84,900. In the ~~prior~~three ~~year.~~months Aended ~~summary~~February of28, 2022, our other income ~~is as~~(expense) ~~follows:~~consisted of rental income of $84,900.

	Nine Months Ended
	August 31,
	2022			2021		Increase/(Decrease)
Interest Expense	$	(7,258	)	$	-	$	(7,258	)
Loss on extinguishment of debt		(72,198	)		-		(72,198	)
Gain of forgiveness of PPP #1	$	15,077		$	13,080	$	1,997
Total	$	(64,379	)	$	13,080	$	(77,459	)

Net Gain/Loss

~~Net~~Our ~~Income/Loss~~net loss for the three months ended February 28, 2023, was $371,262, compared to a net gain of $473,211 for the three months ended February 28, 2022, a decrease of $844,473, or 178%.

We had a net loss of $595,578 for the nine months ended August 31, 2022, compared to a net loss of $12,154 for the nine months period ended August 31, 2021, a decrease of $583,424 due to the changes described above.6

Liquidity and Capital Resources~~; Anticipated Financing Needs~~

~~On August 31, 2022, we had $101,013 cash on-hand, an increase of $81,391 from the beginning of the year balance of $19,622.~~Introduction

~~Net~~During ~~cash~~the ~~used~~three inmonths ~~operating~~ended ~~activities~~February ~~was $48~~28,~~319~~ ~~for~~2023 ~~the~~we ~~nine~~had ~~months~~significant ~~ended~~negative ~~August~~operating ~~31,~~cash ~~2022,~~flows. anWe ~~increase~~covered ofour ~~$13,830~~cash ~~from~~flow ~~$34,489~~deficit ofby ~~cash~~using ~~used~~our existing cash and issuing promissory notes. Our need to purchase property and equipment in ~~operations~~order ~~during~~to ~~the~~fulfill ~~nine~~our ~~months~~sales ~~ended~~orders ~~August~~will continue 31in the future, ~~2021~~and thus we will continue to face short-term and long-term cash needs. ~~This~~We ~~decrease~~anticipate ~~was~~that ~~primarily~~these ~~due~~needs awill ~~smaller~~be satisfied ~~operating~~through ~~loss~~the ~~during~~issuance of debt or the sale of our securities until such time as our cash flows from operations will satisfy our ~~current~~cash ~~fiscal~~flow ~~quarter~~needs.

~~Net~~Our cash, ~~provided~~current byassets, ~~investing~~total ~~activities~~assets, ~~was~~current ~~$-0-~~liabilities, ~~for~~and ~~the~~total ~~nine~~liabilities ~~months~~as ~~ended~~of ~~August~~February 3128, ~~2022.~~2023 ~~Net~~and ~~cash~~November ~~used~~30, in2022, ~~investing activities was $-0-~~respectively, ~~for~~are ~~the~~as ~~nine months ended August 31, 2021.~~follows:

Net cash provided by financing activities was $129,710 for the nine months ended August 31, 2022, from the issuance of common stock. Net cash used by financing activities was $56,577 for the nine months ended August 31, 2021.

	February 28, 2023		November 30, 2022		Change

Cash	$	260,461	$	1,260,199	$	(999,738	)
Total Current Assets		2,219,126		2,309,233		(90,107	)
Total Assets		8,851,320		9,147,675		(296,355	)
Total Current Liabilities		4,261,569		4,016,500		245,069
Total Liabilities	$	7,966,730	$	7,892,645	$	74,085

Our ~~ability~~cash todecreased ~~continue~~by $999,738 as aof ~~going~~February ~~concern~~28, on2023 acompared ~~long-term~~to ~~basis~~November is30, ~~dependent~~2022. ~~upon~~Our ~~our~~total ~~ability~~current toassets ~~generate~~also ~~sufficient~~decreased ~~cash~~by ~~flow~~$90,107 during ~~from~~the ~~operations to~~same ~~meet~~period, and our ~~obligations~~total onassets adecreased ~~timely~~by ~~basis~~$296,355 toduring ~~obtain~~the ~~additional~~same ~~financing and ultimately attain profitability~~period.

~~Based~~Our ~~solely~~total oncurrent ~~our~~liabilities ~~own~~increased ~~internal~~by ~~estimates~~$245,069 ~~without~~as ~~the benefit~~ of ~~any~~February ~~independent third-party evaluation~~28, we2023 ~~anticipate~~compared ~~that our cash and cash flow will not be sufficient~~ to ~~satisfy~~November our cash requirements over the next twelve months and we will likely require significant external financing. The magnitude of the additional financing and its timing is not yet precisely known. In the event that we are able to secure a sufficient amount of additional financing on a timely basis and on generous terms30, ~~it may include the issuance of equity or debt securities, obtaining credit facilities, or entering into other financing arrangements on such terms as then existing market conditions require~~2022. In ~~the~~Our ~~event~~total ~~that~~liabilities ~~we were to issue additional equity or debt securities, stockholders may experience significant dilution or the new~~increased ~~equity~~by ~~securities may have rights~~$74,085 ~~preferences~~during ~~or privileges senior to those of existing holders of our common stock. And in~~ the ~~case of~~same ~~any issuance of one or more debt securities, the debt covenants may restrict our operating ability and our ability to raise additional financing from debt~~period. Our ability to obtain additional capital on terms that are reasonable cannot be assured. We may be forced to obtain additional capital on terms that could limit our long-term ability to remain in business or otherwise materially restrict our operations.

23In order to repay our obligations in full or in part when due, we will be required to raise significant capital from other sources. There is no assurance, however, that we will be successful in these efforts.

~~Critical~~Cash ~~Accounting Policies~~Requirements

InOur ~~December~~total ~~2001,~~cash ~~the~~on ~~SEC~~hand ~~requested~~as ~~that~~of ~~all~~February ~~registrants~~28, ~~list~~2023 ~~their~~was ~~most~~$260,461. ~~“critical~~Our ~~accounting~~net ~~polices”~~cash used in ~~the~~operating ~~Management~~activities ~~Discussion and~~was ~~Analysis.~~$1,232,303 ~~The~~for ~~SEC~~the ~~indicated~~three ~~that~~months ended aFebruary ~~“critical~~28, ~~accounting~~2023. ~~policy”~~We isincurred ~~one~~$70,006 ~~which~~in isexpenses ~~both~~related ~~important~~ to the ~~portrayal~~purchase of ~~a company’s~~property ~~financial~~and ~~condition~~equipment, ~~and~~acquired ~~results~~$2,571 ~~and~~in ~~requires~~the ~~management’s~~acquisition of ~~most~~Nestbuilder.com ~~difficult~~Corp, ~~subjective,~~and orraised ~~complex judgments~~$300,000 ~~often as~~from athe ~~result~~issuance of ~~the~~promissory ~~need~~notes, tofor ~~make~~net ~~estimates~~negative ~~about~~cash ~~the~~flow ~~effect~~ of ~~matters~~$999,738 ~~that~~for ~~are~~the ~~inherently uncertain~~year. We ~~have~~anticipate ~~identified~~that ~~the~~our ~~policies below~~expenses asrelated ~~critical~~ to ~~our~~the ~~understanding~~purchase of ~~the~~property ~~results~~and ofequipment will continue to exceed our ~~business~~net ~~operations.~~cash Weprovided ~~discuss~~by operating activities in the ~~impact~~future. ~~and~~We ~~any~~anticipate ~~associated~~that ~~risks~~our ~~related to~~short-term ~~these~~and ~~policies~~medium-term oncash ~~our~~flow ~~business~~needs ~~operations~~will ~~throughout~~be ~~Management’s~~satisfied ~~Discussion~~through ~~and~~the ~~Analysis~~issuance of debt ~~Financial~~or ~~Condition~~the ~~and~~sale ~~Results~~ of ~~Operations~~our ~~where~~securities until such ~~policies~~time ~~affect~~as our ~~reported~~cash ~~and~~flows ~~expected~~from ~~financial~~operations ~~results~~will satisfy our cash flow needs.

InSources ~~the ordinary course of business, we have made a number of estimates~~ and ~~assumptions~~Uses ~~in preparing our financial statements in conformity with accounting principles generally accepted in the United States~~ of America (“GAAP”). Actual results could differ significantly from those estimates and assumptions. The following critical accounting policies are those that are most important to the portrayal of our financial statements. These policies require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a summary of our significant accounting policies, including the critical accounting policies discussed below, refer to Note 2 — “Summary of Significant Accounting Policies” included in the “Notes to Financial Statements”,Cash

~~We consider the following accounting policies to be those most important to the portrayal of our results of operations and financial condition:~~Operations

~~Revenue~~Our ~~Recognition~~net cash used in operating activities was $1,232,303 and $127,727 for the three months ended February 28, 2023 and 2022, respectively, an increase of $1,104,576. Our net cash used in operating activities for the three months ended February 28, 2023 consisted primarily of our net loss of $371,262, plus changes in contract asset of $540,490, contract liabilities of $427,184, inventories of $214,284, and prepaid expenses and other current assets of $198,146, offset by changes in accounts payable of $193,607, adjustments in lease amortization of $161,876, adjustments in depreciation and amortization of $114,377, and stock based settlement expense of $109,750. Our net used in operating activities for the three months ended February 28, 2022 consisted primarily of our net income of $473,211, plus changes in inventories of $218,078 and changes in lease amortization of $116,930, offset by changes in contract liabilities of $624,173, accounts payable of $299,093, and right of use asset and lease liability, net of $111,442.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Nestbuilder adopted the standard effective December 1, 2018 retrospectively.7

~~Revenue from Contracts with Customers~~Investments

~~Revenue~~Our net cash provided by (used in) investing activities was ($67,435) and is$(20,597) ~~recognized~~for ~~when~~the ~~all~~three months ended February 28, 2023 and 2022, respectively, a decrease of $46,838. Our net cash used in investing activities for the ~~following~~three ~~criteria~~months ~~are~~ended ~~met:~~February 28, 2023 consisted of $2,571 cash acquired in reverse merger, offset by $70,006 for the purchase of property and equipment.

● Identification of the contract, or contracts, with a customer - A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and the parties are committed to perform, and (iii) we determine that collection of substantially all consideration to which it will be entitled in exchange for goods or services that will be transferred is probable based on the customer’s intent and ability to pay the promised consideration.Financing

24Our net cash provided by financing activities was $300,000 and $150,000 for the three months ended February 28, 2023 and 2022, respectively, an increase of $150,000. Our net cash provided by financing activities for the three months ended February 28, 2023 consisted entirely of proceeds from the issuance of a short-term note payable.

● Identification of the performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we apply judgment to determine whether promised goods or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation.

● Allocation of the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative SSP basis. Determination of SSP requires judgment. We determine standalone selling price taking into account available information such as historical selling prices of the performance obligation, geographic location, overall strategic pricing objective, market conditions and internally approved pricing guidelines related to the performance obligations.

● Recognition of revenue when, or as, we satisfy performance obligation - We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at or over the time the related performance obligation is satisfied by transferring a promised good or service to a customer.

Income Taxes.

The Company accounts for income taxes using an asset and liability approach to financial accounting and reporting for income taxes. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. The Company has recorded a full valuation allowance for its net deferred tax assets as of August 31, 2022 and November 30, 2021 because realization of those assets is not reasonably assured.

The Company will recognize a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

The Company believes its income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves, or related accruals for interest and penalties has been recorded at August 31, 2022 and 2021.

Share-Based Compensation

The Company accounts for stock incentive plans by measurement and recognition of compensation expense for all stock-based awards based on estimated fair values, net of estimated forfeitures. Share-based compensation expense includes compensation cost for restricted stock awards, stock options and warrants as applicable. The Company uses the Black-Scholes option-pricing model to determine the fair value of options granted as of the grant date. There was $421,166 and $0 of share- based compensation expense for the nine months ended August 31, 2022 and 2021, respectively.

Seasonality of Business

The residential real estate market has traditionally experienced seasonality, with a peak in the spring and summer seasons and a decrease in activity during the fall and winter seasons. Revenues in each quarter can be significantly affected by activity during the prior quarter, given the time lag between contract execution and closing. A typical real estate transaction has a 30-day lag between contract signing and closing of the transaction.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3

Quantitative and Qualitative Disclosures About Market Risk

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

ITEM 4

Controls and Procedures

~~Evaluation of~~(a) Disclosure Controls and Procedures

We ~~carried~~ ~~out~~conducted an evaluation, ~~under the supervision and~~ with the participation of our ~~management,~~Chief ~~including our principal executive officer~~Executive Officer and ~~principal~~Chief ~~financial~~Financial ~~officer~~Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act., ~~Disclosure~~as ~~controls~~of ~~and procedures~~February ~~include~~28, ~~without limitation~~2023, ~~controls and other procedures that are designed~~ to ensure that information required to be disclosed by anus ~~issuer~~ in the reports ~~that~~filed itor ~~files~~submitted orby ~~submits~~us under the Exchange Act is ~~(i)~~ recorded, processed, summarized and reported, within the time periods specified in the ~~SEC~~Securities Exchange Commission’s rules and forms, ~~and~~including to ~~(ii)~~ensure ~~accumulated~~that ~~and~~information ~~communicated~~required to be disclosed by us in the ~~issuer’s~~reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including ~~its~~our principal executive and principal financial ~~officers~~officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on ~~this~~that evaluation, ~~because~~our ofChief ~~the~~Executive ~~Company’s~~Officer ~~limited resources~~ and ~~limited~~Chief ~~number~~Financial ofOfficer ~~employees,~~have ~~management~~ concluded that as of February 28, 2023, our disclosure controls and procedures were ~~ineffective~~not effective at the reasonable assurance level due to (i) the material weaknesses identified and described in our Annual Report on Internal Control Over Financial Reporting filed in our Annual Report on Form 10-K, and (ii) a restatement needed for our November 30, 2022 financial statements due to material journal entries that are not consistently located and an error related to inventory, contract assets, contract liabilities, and expenses, resulting in a reduction in net income by $1,408,175 and a reduction in earnings per share by $0.23 for the year ended November 30, 2022. The error also reduced the inventory and contract assets on the balance sheet as of ~~August~~November 3130, 2022. We intend to remediate the material weakness in our journal entries and error correction by engaging a third-party firm to assist us once resources become available.

~~Management~~Our ~~has~~principal ~~identified~~executive officers do not expect that our disclosure controls or internal controls will prevent all errors and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control ~~deficiencies~~system, ~~regarding~~no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the ~~lack~~objectives of ~~segregation~~the ofsystem ~~duties~~are met. ~~Management~~Further, the design of ~~the~~a ~~Company~~control ~~believes~~system ~~that~~must ~~these~~reflect ~~material weaknesses~~the fact that there are ~~due~~resource toconstraints, and the ~~small~~benefits ~~size~~of controls must be considered relative to their costs. Because of the ~~Company’s~~inherent ~~accounting~~limitations ~~staff.~~in ~~The~~all ~~small~~control ~~size~~systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company’s ~~accounting~~have ~~staff may~~been ~~prevent~~detected. ~~adequate~~These ~~controls~~inherent inlimitations include the realities ~~future~~that judgments in decision-making can be faulty, ~~such~~and asthat ~~segregation~~breakdowns can occur because of ~~duties~~simple error or mistake. Additionally, controls ~~due~~can be circumvented if there exists in an individual a desire to ~~the~~do ~~cost/benefit~~so. ofThere ~~such~~can ~~remediation~~be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~To mitigate~~(b) ~~the~~Changes ~~current~~in ~~limited~~Internal ~~resources~~Control ~~and~~over ~~limited~~Financial employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As we grow, we expect to increase our number of employees, which should enable us to implement adequate segregation of duties within the internal control framework.Reporting

~~These~~No ~~control~~change ~~deficiencies could result~~ in aour ~~misstatement~~system of ~~account~~internal ~~balances~~control ~~that~~over ~~would result in a reasonable possibility that a material misstatement to our~~ financial ~~statements~~reporting ~~may~~occurred ~~not~~during bethe ~~prevented~~period orcovered ~~detected~~by ~~on a timely basis. In light of~~ this ~~material weakness~~report, ~~we performed additional analyses and procedures in order to conclude that our unaudited financial statements for~~ the three-month period ~~and nine months~~ ended ~~August 31,~~February ~~2022~~28, ~~included in this Quarterly Report on Form 10-Q were fairly stated in accordance with GAAP. Accordingly~~2023, ~~management believes~~ that ~~despite~~has ~~our~~materially ~~material weaknesses~~affected, ~~our~~or ~~unaudited~~is ~~financial~~reasonably ~~statements~~likely ~~for~~to ~~the~~materially ~~three and nine months ended August 31~~affect, ~~2022~~our ~~are~~internal ~~fairly~~control over ~~stated,~~financial ~~in all material respects, in accordance with GAAP~~reporting.

~~Limitations on Effectiveness of Controls and Procedures~~8

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls 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. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the transition period or our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1

Legal Proceedings

InWe ~~the~~are ~~ordinary~~not ~~course~~a ofparty ~~business, we may from time~~ to ~~time~~or beotherwise involved in ~~various~~any ~~pending or threatened~~ legal ~~actions~~proceedings. The litigation process is inherently uncertain, and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain, and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

ITEM 1A

Risk Factors

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

ITEM 2

Unregistered Sales of Equity Securities and Use of Proceeds

~~There~~On isDecember no1, ~~information~~2022, ~~required~~pursuant to bean ~~disclosed~~Agreement and Plan of Merger, we were acquired by ~~this~~Nestbuilder.com ~~Item~~Corp through the merger of NB Merger Corp. with and into Renewable Innovations, Inc., with Renewable Innovations, Inc. continuing as the surviving wholly owned subsidiary of Nestbuilder.com Corp. Renewable Innovations, Inc., a Delaware corporation (the wholly owned subsidiary), changed its name to Renewable Innovations Corp., and Nestbuilder.com Corp (the parent corporation) changed its name to Renewable Innovations, Inc. In connection with the transactions described above, we issued to the shareholders of Renewable Innovations an aggregate of 2,155,684 shares of our Series A Convertible Preferred Stock, par value $0.0001 per share, each share of which is convertible into 100 shares of our Common Stock, which represents a 93% ownership interest based on our fully-diluted capitalization immediately following the Merger. As a result of the foregoing transactions, we underwent a change of control on December 1, 2022. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.

ITEM 3

Defaults Upon Senior Securities

There ishave been no ~~information~~events which are required to be ~~disclosed~~reported byunder this Item.

ITEM 4

Mine Safety Disclosures

~~There~~Not ~~is no information required to be disclosed by this Item~~applicable.

ITEM 5

Other Information

~~There is no information required to be disclosed by this Item~~None.

289

ITEM 6

Exhibits

Exhibit No.		Exhibit Description
2.1 (1)		Contribution and Spin-Off Agreement, dated as of October 27, 2017, by and among RealBiz Media Group, Inc., Anshu Bhatnagar, for purposes of Section 2.3 only, NestBuilder.com Corp., and Alex Aliksanyan
2.2 (2)		Memorandum of Understanding dated December 29, 2016, by and between Anshu Bhatnagar and Alex Aliksanyan
2.3 (2)		Amended and Restated Agreement dated January 2, 2017, by and among RealBiz Media Group, Inc., Anshu Bhatnagar and Alex Aliksanyan
2.4 (2)		First Amendment to Contribution and Spin-Off Agreement dated as of January 29, 2018, by and between RealBiz Media Group, Inc., Anshu Bhatnagar, NestBuilder.com Corp., and Alex Aliksanyan
3.1 (1)		Articles of Incorporation of NestBuilder.com Corp.
3.2 (1)		Bylaws of NestBuilder.com Corp.
3.3 (4)		Certificate of Designation of the Series A Convertible Preferred Stock
10.1(5)		Form of Second Amendment to Common Stock Purchase Warrant
10.2(5)		Form of Second Amendment to Common Stock Purchase Warrant
99.1 (3)		Preliminary Information Statement of NestBuilder.com Corp., subject to completion, dated April 12, 2018
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(a)

Exhibits

101.INS*		Inline XBRL Instance Document
Exhibit No.		Name and/or Identification of Exhibit
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
2.1 (1)		Agreement and Plan of Merger among Nesetbuilder.com Corp, NB Merger Corp., and Renewable Innovations, Inc. dated December 1, 2022
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
2.2 (1)		Certificate of Merger of NB Merger Corp. with and into Renewable Innovations, Inc.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
2.3 (1)		Agreement and Plan of Merger of Nestbuilder.com Corp and Renewable Innovations, Inc.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
3.1 (2)		Articles of Incorporation of NestBuilder.com Corp.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
3.2 (2)		Bylaws of Nestbuilder.com Corp.
3.3 (1)		Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1		Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
100.INS		Inline XBRL Instance Document
100.SCH		Inline XBRL Schema Document
100.CAL		Inline XBRL Calculation Linkbase Document
100.DEF		Inline XBRL Definition Linkbase Document
100.LAB		Inline XBRL Labels Linkbase Document
100.PRE		Inline XBRL Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

	(1)	Incorporated by reference from our ~~registration~~Current ~~statement~~Report on Form ~~10,~~8-K dated and filed with the Commission on December 221, ~~2017~~2022.
	(2)	Incorporated by reference from ~~Amendment No. 1 to~~ our ~~registration~~Registration ~~statement~~Statement on Form 10/A, filed with the Commission on ~~February~~December 2022, ~~2018~~2017.
	(3)	Incorporated by reference from Amendment No. 5 to our registration statement on Form 10/A, filed with the Commission on July 23, 2018.
	(4)	Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on June 3, 2019.
	(5)	Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on July 18, 2022.

* Furnished herewith10

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.

	Nestbuilder.com Corp.
	Renewable Innovations, Inc.
Dated October 4, 2022	By:	/s/ Alex Aliksanyan
Dated: June 13, 2023		/s/ Robert L. Mount
	Name:	Alex Aliksanyan
	By:	Robert L. Mount
	Title:	Chief Executive Officer
	Its:	Chief Executive Officer

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