UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2021or~~2022

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

For the transition period from ____________ to ____________

Commission file number 000-~~54277~~56271

CORPORATE UNIVERSE, INC.

(Exact name of registrant as specified in its charter).

Delaware		85-2005645
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
2093 Philadelphia Pike #8334Claymont, DE		33431
2093 Philadelphia Pike #8334 Claymont, DE		33431
(Address of principal executive offices)		(Zip code)

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

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange On Which Registered
N/A		N/A		N/A

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

Common Stock, $0.0001 par value

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

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

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

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

The aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant ~~was approximately $ 47,201,712~~ as of the last business day of the registrant’s most recently completed ~~third~~second fiscal quarter, ~~based~~ended ~~upon~~June ~~the~~30, ~~closing~~2022 ~~sale~~was ~~price on the OTC:BB reported for such date. Shares of common stock held by each officer and director~~$1,655,595 ~~and~~based byupon ~~each~~the ~~person~~closing ~~who~~price ~~owns 10% or more~~ of the ~~outstanding~~registrant’s common stock, ~~have~~of ~~been~~$0.0071 ~~excluded~~on inthe ~~that~~OTC ~~such~~Markets ~~persons~~as ~~may be deemed to be affiliates. This determination~~ of ~~affiliate~~that ~~status is not necessarily a conclusive determination for other purposes~~date.

AsThe aggregate market value of ~~July~~the 25voting common equity held by non-affiliates of the registrant was approximately $1,655,595 ~~2022~~as of the ~~Registrant~~last ~~had~~business ~~559~~day of the registrant’s most recently completed fiscal quarter,~~974~~ based upon the closing sale price on the OTC:BB reported for such date. Shares of common stock held by each officer and director,~~670~~ ~~outstanding~~and ~~shares~~by each person who owns 10% or more of ~~its~~the outstanding common stock, $0have been excluded in that such persons may be deemed to be affiliates.~~0001~~ ~~par~~This ~~value~~determination of affiliate status is not necessarily a conclusive determination for other purposes.

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

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

		Page
PART I.
Item 1.	Business.	4
Item 1A.	Risk Factors.	14
Item 1B.	Unresolved Staff Comments.	14
Item 2.	Properties.	14
Item 3.	Legal Proceedings.	14
Item 4.	Mine Safety Disclosures.	15
PART II.
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	16
Item 6.	Selected Financial Data.	1817
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	18
Item 7A.	Quantitative and Qualitative Disclosures About Market ~~Risk~~Risks.	2221
Item 8.	Financial Statements and Supplementary Data.	2322
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	2438
Item 9A.	Controls and Procedures.	2438
Item 9B.	Other Information.	2438
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance.	2539
Item 11.	Executive Compensation.	2640
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	2843
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	3044
Item 14.	Principal Accounting Fees and Services.	3045
PART IV.
Item 15.	Exhibits, Financial Statement Schedules.	3146

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

· delays in or the inability to achieve our technology development objectives, including high volume production of supercapacitor cells at commercial size with acceptable quality, consistency, throughput and cost for successful commercialization of our technologies; · delays in implementing or the inability to successfully implement the manufacturing processes, related automation, and technologies necessary for development efforts, volume production and successful commercialization of our technologies; · the inability to establish supply relationships for necessary components or being required to pay higher than anticipated supply costs; · the failure of our super capacitor to perform as expected; · delays in starting up the expected operations of our current and planned facilities, including the addition of a pre-pilot line and dryroom facility in Oxfordshire,”); · the inability to attract and retain customers during the development stage or for high volume commercial production; · the inability to attract and retain sufficiently qualified staff to complete technology development · the inability to find suitable partnerships to augment technology development, demonstration and deployment efforts · the Company’s future financial and business performance, including financial projections and business metrics; · changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; · the Company’s ability to scale in a cost-effective manner; · the Company’s ability to raise capital; · developments relating to the Company’s competitors and industry; · the outcome of any known and unknown litigation and regulatory proceedings; and any changes to regulations; · the impact of worldwide economic, political, industry, and market conditions, including the continued effects of the global COVID-19 pandemic; and · the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting and the implementation of our new enterprise resource planning system.

·Page ~~developments~~3 ~~relating to the Company’s competitors and industry; · the outcome~~ of ~~any~~48 ~~known~~Table ~~and unknown litigation and regulatory proceedings; and any changes to regulations; · the impact~~ of worldwide economic, political, industry, and market conditions, including the continued effects of the global COVID-19 pandemic; and · the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting and the implementation of our new enterprise resource planning system.Contents

-3- Table of Contents

PART I

Item 1. Business

Corporate History and Background

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

On June 29, 2011, the Company changed its name to Carrier Alliance Group Inc. On July 17, 2020, the Company changed its name back to Corporate Universe, Inc.

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

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

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

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

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

-4- Table of Contents

Overview

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

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

Page 4 of 48

Table of Contents

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

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

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

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

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

~~For~~Our ~~example,~~super ~~while~~capacitor ~~current battery~~ technology has ~~demonstrated~~applicability ~~the benefits of EVs, principally~~ in ~~the~~these ~~premium~~large ~~passenger~~and ~~car~~changing ~~market~~markets, ~~there~~enabling ~~are~~the ~~fundamental~~transition ~~limitations~~to ~~inhibiting~~clean ~~widespread~~electricity ~~adoption~~generation ofwithout ~~battery~~the ~~technology.~~fluctuations ~~They~~in ~~can~~frequency ~~catch fire easily, they use rare earth materials~~ and ~~have~~supply ~~limited~~which ~~life span and the power delivery is compromised. They~~ are ~~not~~inherent ain ~~universally~~renewable ~~applicable energy store~~technologies.

~~Lamborghini~~We ~~recognised~~have ~~this~~spent ~~in their recently launched supercar costing $3.5M~~ the ~~‘Sian’~~last ~~that~~decade ~~has~~developing ~~adopted~~a ~~regenerative~~proprietary ~~braking~~supercapacitor ~~using~~technology ~~super capacitors as their first move~~ to ~~electric~~meet ~~powertrains~~these challenges. ~~Supercapacitors~~We ~~can~~believe ~~deliver~~that ~~more~~our ~~power,~~technology ~~more~~enables ~~quickly than~~ a ~~battery~~new ~~solution.~~category ~~As part~~ of ~~the~~supercapacitor VWthat ~~Group,~~meets ~~Lamborghini elected to go a different route to~~ the ~~rest~~requirements ~~with~~for ~~their~~broader ~~first~~market ~~ever~~adoption. ~~hybrid~~The ~~car,~~Carbon-ion ~~and~~(C-ion) ~~not~~Supercapacitor ~~follow~~technology ~~the~~that ~~industry orthodoxy of a Lithium battery solution. As a result,~~ we ~~believe~~are adeveloping ~~hybrid~~is ~~solution~~being ~~using~~designed ~~new~~to ~~super~~offer ~~capacitor~~greater ~~technology~~energy ~~with~~density ~~complimentary~~and ~~battery~~safety ~~technology~~when ~~represents~~compared ~~the most promising path~~ to ~~unlock~~today’s aconventional ~~mass market shift. A~~ super ~~capacitor~~capacitors ~~can provide that immediate fast delivery (instant kick) mechanism~~ and ~~then~~longer ~~once~~life ~~momentum~~ and ~~velocity~~faster ischarging ~~achieved~~than ~~the system moves over to battery power~~batteries. InSupercapacitors ~~this~~are ~~way,~~best ~~the~~used ~~system~~when ~~can~~you beneed ~~better~~energy ~~optimised for both cost and performance~~fast.

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

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

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

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

WeThe ~~are~~C-Ion ~~focused~~cell onwill ~~energy~~provide ~~storage~~specific ~~applications,~~power ~~which~~characteristics ~~have~~much ahigher ~~stringent~~than ~~set~~a oftypical ~~requirements~~Li-ion ~~for~~cell. ~~super~~It ~~capacitor~~is ~~butour~~designed ~~super~~to ~~capacitor~~be ~~technology~~classified ~~also~~as ~~has~~non-flammable ~~applicability~~and innon-hazardous ~~other~~for ~~large~~transport, ~~and~~allowing ~~growing~~the ~~markets~~product ~~such~~to asbe ~~frequency~~shipped ~~response~~easily and ~~fast~~to ~~recovery~~comply ~~storage.~~with ~~Supercapacitors~~both ~~are~~current ~~best~~and ~~used~~future ~~when you need energy fast~~regulations.

WeDue ~~will continue developing our C-ion super capacitor carbon-ion technology with the goal of beginning transfer~~ to ~~commercial production in~~ the ~~first~~method ~~half~~ of ~~2025.~~energy Westorage, ~~have evaluated each of~~ the ~~elements~~cell ~~required~~has ~~for~~fewer ~~initial~~moving ~~success~~parts electrochemically and ~~calculated~~can ~~the~~go ~~high~~through ~~performance~~significantly ~~which~~more wecharge/discharge ~~expect~~cycles ~~from their combination. We are now working to combine~~ and/or ~~optimize~~operate ~~all~~for ~~components~~many years of ~~the~~normal ~~cell~~use. ~~We will then further develop volume manufacturing processes to enable high volume manufacturing and minimize manufacturing costs.~~

WePage ~~are~~5 ~~looking~~of to48 ~~raise~~Table funds that will enable us to expand and accelerate research and development activities and undertake additional initiatives. As well as continuing to develop our scientific and engineering capabilities iat Milton Park Abingdon England, we will use third party pilot lines, to achieve our goal of ~~being prepared to begin the transition to high volume manufacturing capability from 2025.~~Contents

WeThe ~~intend~~C-Ion tocell ~~work~~is ~~closely~~being ~~with~~designed ~~original~~for ~~equipment~~manufacture ~~manufacturers~~using ~~(“OEMs”)~~technologies towell ~~make~~known ~~our~~in ~~cells~~high ~~widely~~volume ~~available over time~~manufacture. We ~~recognize~~This ~~that~~will ~~our~~enable ~~super~~Carbon-Ion ~~capacitor~~to ~~technology~~quickly ~~has~~scale-up ~~applicability~~production. inCarbon-ion ~~other~~allows ~~large~~new ~~and~~products ~~growing~~to ~~markets~~be ~~including~~made ~~energy storage~~ and ~~other~~extra ~~electricity~~functions ~~grid~~to ~~type~~be ~~environments~~added ~~such~~to aexisting ~~frequency response. We expect that the heavy transport industries such a shipping~~products, ~~trains,~~for ~~planes and nascent infrastructure charging will also feature.~~ example:

	·	Improved energy storage allows the cell to be used as the principal method of energy storage in a far wider range of technologies than conventional supercapacitors;

	·	High specific power allows very fast charging;

	·	High specific power enables the extension of Li-ion battery lifetimes and reduction in battery size through peak shaving in hybrid applications;

	·	Improved safety protects customers, allows easy shipping and opens up applications in hazardous areas; and

	·	Long cycle life allows energy storage to be installed for the entire lifetime of the device, reducing design complexity, eliminating service intervals and saving money

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

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

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

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

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

The C-5Ion cell will provide specific power characteristics much higher than a typical Li-ion ~~Table~~cell. ofIt ~~Contents~~is designed to be classified as non-flammable and non-hazardous for transport, allowing the product to be shipped easily and to comply with both current and future regulations.

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

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

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

· Improved energy storage allows the cell to be used as the principal method of energy storage in a far wider range of technologies than conventional supercapacitors; · High specific power allows very fast charging; · High specific power enables the extension of Li-ion battery lifetimes and reduction in battery size through peak shaving in hybrid applications; · Improved safety protects customers, allows easy shipping and opens up applications in hazardous areas; and · Long cycle life allows energy storage to be installed for the entire lifetime of the device, reducing design complexity, eliminating service intervals and saving money

Industry Background

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

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

~~Adding~~Page ~~more~~6 renewables to the grid makes for an increasingly transient generation and provides challenges with frequency regulation which can be met by using high power energy storage such as C-Ion. Hybrid energy storage systems on the grid can provide a range of ~~services~~48 ~~which~~Table ~~address changes to supply (renewables) and demand (e.g. EVs) sides~~ of ~~the equation.~~Contents

~~Many~~Adding ~~national~~more ~~and~~renewables ~~regional regulatory bodies have adopted legislation~~ to ~~incentivize or require a shift to lower-emission and zero-emission vehicles. For example, over a dozen of countries including~~ the ~~United~~grid ~~Kingdom,~~makes ~~the~~for ~~Netherlands,~~an ~~Sweden,~~increasingly ~~Germany,~~transient ~~France~~generation and ~~Norway~~provides ~~have~~challenges ~~announced~~with ~~intentions~~frequency toregulation ~~either~~which ~~increase~~can ~~applicable~~be ~~environmental~~met ~~targets~~by orusing ~~outright~~high ~~ban~~power ~~the~~energy ~~sale~~storage ofsuch ~~new~~as ~~electric vehicles in the next two decades~~C-Ion. ~~In 2020, California passed regulations requiring half of trucks sold in the state to be zero~~Stand-~~emissions~~alone bysupercapacitor ~~2035~~ and ~~100%~~Hybrid byenergy ~~2045.~~storage Insystems ~~2021,~~on the ~~United~~grid ~~States~~can ~~outlined~~provide ~~the~~a ~~target~~range of ~~50%~~services EVwhich ~~sales~~address ~~share~~changes byto ~~2030~~transmission, ~~and~~distribution, ~~the~~supply ~~European~~(renewables) ~~Union proposed an effective ban on the sale of new petrol~~ and ~~diesel~~demand ~~cars from 2035~~(e.g. ~~This~~EVs) ~~global~~sides ~~push~~of ~~to transition from ICE vehicles, aided by favorable government incentives and regulations, is accelerating~~ the ~~growth in lower- and zero-emission vehicle markets~~equation.

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

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

Areas where Hybridisation with ~~Super~~Supercapacitors ~~Capacitors~~ boosts and protects ~~Battery~~other power and energy systems

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

· Right Sizing (Energy for Energy, Power for Power). Today’s battery systems are generally either oversized (Grid) or run at the limit of their capability (EV) in terms of power. This leads to additional cost or shortened lifetimes and safety concerns. Our view is that, in a hybrid system, when you want power use Carbon-6Ion and when you want energy use the battery. This means that the system can be optimised to maximise beneficial aspects of each technology while mitigating others. · Safety (nonflammable). Carbon-Ion ~~Table~~cells are not flammable and will not catch fire. It is also possible that they could reduce the risk of ~~Contents~~fire in a hybrid system. Carbon-ion is also more tolerant of temperature fluctuation and limits the requirement for costly cooling systems. · Supply, Demand and Frequency. Short term imbalances in supply and demand cause significant challenges for frequency stabilisation on electrical grids. Left unchecked, these can result in significant power quality reductions, damage and outages. With increasingly intermittent supply (as we move to renewables) as well as intermittent demand, frequency stability is challenged. Short term power, such as that supplied or taken by supercapacitors can ensure frequency stability and their long cycle life makes them more appropriate than many battery technologies which are used for this purpose. · Cycle life and cost. By taking on the high power peaks and troughs of a typical drive cycle (either EV or Grid), Carbon-Ion cells can protect batteries when hybridised resulting in longer lifetimes. Carbon-Ion cells are capable of many fast cycles thus reducing the number of cycles experienced by the battery. By right sizing and simplification of cooling and safety systems, more options are available for cost optimisation at a system level. Improvements in lifetime also lower total cost of ownership.

·Supercapacitor ~~Right~~technologies ~~Sizing~~on ~~(Energy for Energy, Power for Power). Today’s battery systems are generally either oversized (Grid) or run at~~ the ~~limit~~market oftoday ~~their~~provide ~~capability~~some ~~(EV) in terms~~ of ~~power. This leads to additional cost or shortened lifetimes and safety concerns. Our view is that, in a hybrid system, when you want power use Carbon-Ion and when you want energy use~~ the ~~battery.~~qualities ~~This~~necessary ~~means~~for ~~that~~ the ~~system~~game ~~can~~changing besystems ~~optimised~~we toimagine ~~maximise~~above ~~beneficial~~but ~~aspects of each technology while mitigating others. · Safety (nonflammable). Carbon-Ion cells~~ are ~~not~~limited ~~flammable and will not catch fire. It is also possible that they could reduce the risk of fire~~ in aterms ~~hybrid system. Carbon-ion is also more tolerant~~ of ~~temperature~~Energy ~~fluctuation~~Density and ~~limit~~make ~~the~~compromises ~~requirement~~in ~~for~~terms ~~costly cooling systems. · Cost. By right sizing and simplification~~ of ~~cooling and~~ safety ~~systems, more options are available for cost optimisation at a system level. Improvements in lifetime also lower total cost of ownership. · Cycle life. By taking on the high power peaks~~ and ~~troughs of a typical drive cycle (either EV or Grid), Carbon-Ion cells can protect batteries when hybridised resulting in longer lifetimes~~sustainability. ~~Carbon-Ion cells are capable of many fast cycles thus reducing the number of cycles experienced by the battery.~~

~~Supercapacitor~~Carbon ~~technologies~~Ion onaims ~~the~~to ~~market~~increase ~~today~~energy ~~provide~~density ~~some~~more ofthan ~~the~~threefold ~~qualities~~over ~~necessary~~it’s ~~for~~own ~~the~~previous ~~game~~generation ~~changing hybrid systems we imagine above but are limited in terms~~ of ~~Energy~~technology ~~Density~~(industry ~~and~~leading ~~make~~performance ~~compromises~~measured in ~~terms~~prototype ~~of safety and sustainability.~~pouches)

· Carbon Ion ~~aims to increase energy density more than threefold over it’s own previous generation of technology (industry leading performance measured in prototype pouches) · Carbon Ion~~ does not use the commonly used but flammable and harmful solvent, Acetonitrile (methyl cyanide) in its electrolytes.

Our Product Strategy

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

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

WePage ~~believe~~7 ~~that governmental action on climate change—and the consequent drive to zero-carbon energy generation—will lead to adoption~~ of a48 ~~rapidly~~Table ~~increasing percentage~~ of renewables in electricity generation markets. Legislation, regulation and consumer preferences, coupled with growing government incentives, are necessitating a once-in-a-century shift towards transient generation with baseload replaced by a range of innovative energy storage solutions.Contents

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

Power-on-Demand

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

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

-7- Table of Contents

Grid Market Management (Dynamic Containment)

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

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

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

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

Electric Vehicles

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

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

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

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

InPage ~~both~~8 ~~Grid~~of ~~and~~48 ~~EV,~~Table ~~we think Hybrid solutions using both Super Capacitors and batteries in combination will be the future and highlight the following four areas where hybridization will drive broad adoption~~ of ~~energy storage solutions:~~Contents

~~-8-~~In ~~Table~~both Grid and EV, we think Hybrid solutions using both Supercapacitors and batteries in combination will be the future and highlight the following four areas where hybridization will drive broad adoption of ~~Contents~~energy storage solutions:

· Right Sizing (Energy for Energy, Power for Power). Today’s battery systems are generally either oversized (Grid) or run at the limit of their capability (EV) in terms of power. This leads to additional cost or shortened lifetimes and safety concerns. Our view is that, in a hybrid system, when you want power use Carbon-Ion and when you want energy to use the battery. This means that the system can be optimized to maximize beneficial aspects of each technology while mitigating others. · Safety (nonflammable). Carbon-Ion cells are not flammable and will not catch fire. It is also possible that they could reduce the risk of fire in a hybrid system. Carbon-ion is also more tolerant of temperature fluctuation and ~~limit~~limits the requirement for costly cooling systems. · ~~Cost~~Supply, Demand and Frequency. ByShort ~~right~~term ~~sizing~~imbalances in supply and ~~simplification~~demand ofcause ~~cooling~~significant ~~and~~challenges ~~safety~~for ~~systems~~frequency stabilisation on electrical grids. Left unchecked, ~~more~~these ~~options~~can ~~are~~result ~~available~~in ~~for~~significant ~~cost~~power ~~optimization~~quality atreductions, adamage ~~system~~and ~~level~~outages. ~~Improvements~~With inincreaseingly ~~lifetime~~intermittent ~~also~~supply ~~lower~~(as ~~total~~we ~~cost~~move ofto ~~ownership~~renewables) as well as intermittent demand, frequency stability is challenged. Short term power, such as that supplied or taken by supercapacitors can ensure frequency stability and their long cycle life makes them more appropriate than many battery technologies which are used for this purpose. · Cycle life and Cost. By taking on the high-power peaks and troughs of a typical drive cycle (either EV or Grid), Carbon-Ion cells can protect batteries when hybridized resulting in longer lifetimes. Carbon-Ion cells are capable of many fast cycles thus reducing the number of cycles experienced by the battery. By right sizing and simplification of cooling and safety systems, more options are available for cost optimization at a system level. Improvements in lifetime also lower total cost of ownership.

Our Growth Strategy

Continue to Develop our Gen4 Carbon-ion technology

We will continue developing our carbon-ion technology with the goal of beginning transfer to commercial production in ~~the first half of 2025~~2026. We have evaluated each of the elements required for initial success and calculated the high performance which we expect from their combination. We are now working to combine and optimize all components of the cell. We will then further develop volume manufacturing processes to enable high volume manufacturing and minimize manufacturing costs. As can be seen below Gen4 (and subsequently 4.1, 4and 5.20) development activities represent a significant improvement over the existing technology, Gen 3.~~Strategic Partnerships.~~

~~Benefits~~Page 9 of ~~Our~~48 ~~Technology~~Table of Contents

Benefits of our technology

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

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

~~Increased safety.~~ Our ~~cells~~cell ~~use~~design ais ~~non-flammable,~~intended ~~non-toxic~~to ~~electrolyte~~significantly ~~and~~increase ~~are~~volumetric ~~designed~~energy todensity beover ~~stable~~traditional tosupercapacitor acells. ~~wide~~By ~~range~~eliminating ofas ~~temperature~~much ~~(-40~~inactive tomaterial 80as ~~degrees~~possible ~~Celsius).~~at Aa ~~nail~~cell ~~penetration~~level, ~~test~~energy ~~was~~storage ~~carried~~is ~~out~~maximised ~~and~~- ~~shows~~initially noincreasing ~~reaction~~volumetric inenergy ~~the~~by ~~case~~around of50%. aTechnology ~~Gen3~~strategy ~~cell,~~is wethen ~~expect~~targeted ~~this~~ to befurther noincrease ~~different~~each ~~for~~subsequent ~~Gen4~~development cycle. ~~Many~~These ~~other~~high-power ~~supercapacitors~~devices ~~use~~have ~~solvents~~a ~~such~~longer asduration ~~Acetonitrile~~than ~~(Methyl~~conventional ~~Cyanide)~~supercapacitors inand ~~their~~can ~~electrolytes~~thus ~~which~~be ~~are~~used ~~flammable~~in ~~and~~a ~~harmful.~~wider range of circumstances.

~~-9-~~Increased ~~Table of Contents~~safety

~~Cost.~~ Our ~~technology~~cells isuse ~~being~~a ~~developed~~non-flammable, ~~for~~non-toxic ~~mass~~electrolyte ~~manufacture~~ and ~~using~~are ~~materials~~designed ~~which~~to ~~provide~~be ~~value~~stable ~~for~~to ~~money.~~a ~~Enabling~~wide ~~mass~~range ~~market~~of ~~adoption~~temperature ~~will~~(-40 ~~bring~~to ~~with~~80 itdegrees ~~the~~Celsius). ~~economies~~A ofnail ~~scale~~penetration ~~necessary~~test towas ~~provide~~carried ~~cost~~out ~~effective~~and ~~solutions~~shows no reaction in athe ~~range~~case of ~~markets. As~~ a ~~hybrid~~Gen3 ~~system~~cell, ~~the~~we ~~extra~~expect ~~longevity~~this ofto ~~battery~~be ~~components~~no ~~within~~different ~~the~~for ~~hybrid~~Gen4. ~~can~~Many ~~lower~~other ~~the~~supercapacitors ~~total~~use ~~cost~~solvents ofsuch ~~ownership.~~as ~~When~~Acetonitrile ~~our~~(Methyl ~~technology~~Cyanide) isin ~~used~~their toelectrolytes ~~buffer~~which ~~inadequate~~are ~~infrastructure,~~flammable ~~cost~~and ~~can be saved in deferring upgrades~~harmful.

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

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

Cycle life

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

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Strategic Partnerships.

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

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

Develop Solutions

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

Expand Target Markets

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

Employees

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

Intellectual Property

On December 10, 2020, COUV signed a binding Letter of Intent (the “Letter of Intent”) to acquire 100% of the equity interest of Oxcion Limited (the “Acquisition”), an entity incorporated and registered under the laws of England and Wales (Registration Number 06826090) (“Oxcion”), which was formerly known as Solutions for Start Up Ventures Limited (“Solutions”), and the owner of the ongoing business and assets of Zapgo Limited, including S (the “Zapgo Assets”), which are listed herein on Exhibit A.

The Company was formed as a special purpose vehicle by the shareholders of Oxcion to acquire the Zapgo Assets. The Company assumed the right to complete the acquisition of the Zapgo Assets. The Company and COUV pursuant to which the original shareholders of Carbon Ion (the “Carbon-Ion Shareholders”) exchanged their shares for shares in COUV.[1]

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

___________________________________

1The Share Exchange Agreement provided that the Carbon-Ion Shareholders received the following shares in COUV (i) 100,000 shares of Series D preferred stock, and (ii) 100,000,000 shares of common stock.

-10- Table of Contents

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

i.· Self-supporting electrodes, which allow separation of current collection and physical stability in the manufacturing process; ~~ii.~~· Gel electrolytes, which improve energy density and ~~safe~~safety in the cell; ~~iii.~~· New manufacturing routes, which will combine well known, high volume processes in a novel way to bring down manufacturing costs; and ~~iv.~~· Continued improvements in pseudo capacitance, which creates future innovations for new technologies;. Our Milton Park, Abingdon laboratory and engineering facility has been designed to serve these purposes. First, the laboratory and engineering facility provides a sufficient quantity of supercapacitor cells for internal development. And, second, our Milton Park, Abingdon laboratory will have small scale manufacturing technology elements which can be configured to develop scalable new processes. This provides the basis for limited at scale manufacturing process development with third parties at Pilot Facilities. Without this capability, retention of intellectual property in manufacturing would be difficult or costly and so any delays in subsequent buildouts of our facility may impact both our development and timelines.

Our Milton Park, Abingdon Laboratory and engineering facility (currently being fitted out) has been designed to serve these purposes. First, the laboratory and engineering facility provides a sufficient quantity of super capacitor cells for internal development. And, second, our Milton Park, Abingdon is being built to have small scale manufacturing technology elements which can be configured to develop scalable new processes. This provides the basis for limited at scale manufacturing process development with third parties at Pilot Facilities. Without this capability, retention of intellectual property in manufacture would be difficult or costly and so any delays in the successful buildout of our facility may impact both our development and timelines.

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

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

As of the date hereof, our patent portfolio, ~~including the Zapgo Patents,~~ consists of ~~over~~106 ~~100~~ patents that have been filed worldwide, of which ~~over~~41 30 have been ~~granted~~issued, 3 are allowed and 62 are pending. Below is a breakdown of patents filed and ~~granted~~issued by jurisdiction.

Territory	Filed	~~Granted~~Issued/Allowed
USA	1617	1112
UK	11	57
EU	16	5
India	8	01
China	11	4
Hong Kong	1	0
Korea	9	14
Taiwan	912	37
Japan	11	4
PCT	10	0
Total	~~102~~106	3344

~~-11-~~Our ~~Table~~issued patents will expire commencing in December 2030 and run through to 2038. In addition, we plan to continue expanding and strengthening our IP portfolio with additional patent applications in the future. This team has focused on our technical expertise and identified over twenty (20) areas of ~~Contents~~interest where we now intend to file for numerous additional patents, subject to availability of sufficient funding. During this exercise we identified over forty (40) areas of ‘know-how,’ with particular emphasis on manufacturing and performance.

Our issued patents will expire commencing in 2031. In addition, we plan to continue expanding and strengthening our IP portfolio with additional patent applications in the future. The research and development team returned to work on April 1, 2021, after having been on furlough during the COVID-19 pandemic. This team has focused on our technical expertise and identified over twenty (20) areas of interest where we now intend to file for numerous additional patents, subject to availability of sufficient funding. During this exercise we identified over forty (40) areas of ‘know-how,’ with particular emphasis on manufacturing and performance.

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

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

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Competition

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

	·	Targeting best in class supercapacitor energy density without adding Lithium In order to differentiate our Company from competitors, our goal is to develop a new cell architecture which increases energy density compared to its current supercapacitor (already high in this field) and introduce new material combinations to boost this further. Our technology approach should maintain high cycle life and safety characteristics while storing progressively more energy per unit volume.
	·	High barriers to entry and extensive patent and intellectual property portfolio. Since inception, we have generated more than 100 patents and patent applications – including patents around our core technology and patents around application of technology. We have a range of patents/applications, including nano-carbons, electrode structures, cell operation and applications of our technology. A portfolio of future filings is already planned covering those topics and additionally manufacturing, hybridization, battery management, conditioning and others.

	·	*Targeting best in class supercapacitor energy density without adding Lithium* In order to differentiate our Company from competitors, our goal is to develop a new cell architecture which increases energy density compared to its current supercapacitor (already high in this field) and introduce new material combinations to boost this further. Our technology approach should maintain high cycle life and safety characteristics while storing progressively more energy per unit volume.

	·	*High barriers to entry and extensive patent and intellectual property portfolio*. Since inception, we have generated nearly 100 patents and patent applications – including patents around our core technology and patents around application of technology. We have a range of patents/applications, including nano-carbons, electrode structures, cell operation and applications of our technology. A portfolio of future filings is already planned covering those topics and additionally manufacturing, hybridization, battery management, conditioning and others.

	·	*Strong network within battery and electrochemical communities*. Being located in Oxfordshire, combined with strong networks in the Midlands and London give our R&D personnel the contacts and partnerships to find new collaborators and talent. The previous UK business collaborated with the likes of Oxford University, Imperial College London and Williams Advanced Engineering and Warwick Manufacturing Group (among others). Former staff can be found in other exciting energy storage businesses and communicate regularly with current team members.

	·	*Designed for volume production.* Our cells are designed to use materials and processes suitable for high volume production. While our Gen3 technology was designed to be made on a Lithium ion production line, Gen4 will include higher volume elements from other industries in order to reduce cost and increase quality and throughput. An increased level of automation should be possible, allowing a very wide range of geographies to be attractive for manufacture. The addition of different processes is expected to provide a range of novel intellectual property.

	·	*Hybridization driving Industry cost trends.* As we have discussed, hybridization using C-Ion cells could unlock far wider and faster adoption of novel energy storage technologies. This in turn could not only reduce costs through the larger size of that market but also dramatically reduce the cost of new energy storage technologies in the way we have seen with Lithium Ion technology.

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· Strong network within battery and electrochemical communities. Being located in Oxfordshire, combined with strong networks in the Midlands and London give our R&D personnel the contacts and partnerships to find new collaborators and talent. The previous UK business collaborated with the likes of Oxford University, Imperial College London and Williams Advanced Engineering and Warwick Manufacturing Group (among others). Former staff can be found in other exciting energy storage businesses and communicate regularly with current team members. · Designed for volume production. Our cells are designed to use materials and processes suitable for high volume production. While our Gen3 technology was designed to be made on a Lithium ion production line, Gen4 will include higher volume elements from other industries in order to reduce cost and increase quality and throughput. An increased level of automation should be possible, allowing a very wide range of geographies to be attractive for manufacture. The addition of different processes is expected to provide a range of novel intellectual property. · Hybridization driving Industry cost trends. As we have discussed, hybridization using C-Ion cells could unlock far wider and faster adoption of novel energy storage technologies. This in turn could not only reduce costs through the larger size of that market but also dramatically reduce the cost of new energy storage technologies in the way we have seen with Lithium Ion technology.

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

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

Process Development

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

Government Regulation and Compliance

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

Page 13 of 48

Table of Contents

Employees

As of December 31, ~~2021~~2022, we employed approximately 118 employees, based primarily in our R&D Facility in Abingdon, Oxfordshire UK. ~~Over~~5 10 of those employees are engaged in research and development and related functions, and more than three quarters of these employees hold engineering and scientific degrees at postgraduate level.

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

-13- Table of Contents

Other Corporate Information

General information

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

Reports to Security Holders.

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

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

Item 1A. Risk Factors.

Not required for smaller reporting companies.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

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

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

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

Item 3. Legal Proceedings

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

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

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

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

Item 4. Mine Safety Disclosures.

Not Applicable.

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PART II

Market Information

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

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

Period	High		Low
First Quarter (January 1, 2020– March 31, 2020)	$	N/A	$	N/A
Second Quarter (April 1, 2020–June 30, 2020)	$	N/A	$	N/A
Third Quarter (July 1, 2020– September 30, 2020)	$	N/A	$	N/A
Fourth Quarter (October 1, 2020–December 31, 2020)	$	0.32	$	0.01
First Quarter (January 1, 2021– March 31, 2021)	$	0.84	$	0.09
Second Quarter (April 1, 2021–June 30, 2021)	$	0.14	$	0.04
Third Quarter (July 1, 2021– September 30, 2021)	$	0.19	$	0.05
Fourth Quarter (October 1, 2021–December 31, 2021)	$	0.03	$	0.01
First Quarter (January 1, 2022– March 31, 2022)	$	0.065	$	0.03
Second Quarter (April 1, 202–June 30, 2022)	$	0.037	$	0.005
Third Quarter (July 1, 2022– September 30, 2022)	$	0.022		NIL
Fourth Quarter (October 1, 2022–December 31, 2022)	$	0.020		NIL

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

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

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

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

Shares sold pursuant to exemptions from registration are deemed to be “restricted” securities as defined by the Securities Act. As of December 31, ~~2021~~2022, out of a total of 2,500,000,000 shares authorized, ~~266~~331,~~568~~810,~~340~~648 shares are issued as restricted securities and can only be sold or otherwise transferred pursuant to a registration statement under the Securities Act or pursuant to an available exemption from registration. Of such restricted shares, ~~163~~175,~~884~~289,~~320~~220 shares are held by affiliates (directors, officers and 5% holders), with the balance of restricted shares being held by non-affiliates.

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

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Holders

As of ~~June~~December 3031, 2022 we had ~~254~~252 shareholders of common stock per transfer agent’s shareholder list. There are over 79,~~900~~500 Nominee shareholders of record held with their respective stockbrokers.

Dividends

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

-17- Table of Contents

Equity Compensation Plan Information

The Company has not yet adopted an equity compensation plan.

Recent Sales of Unregistered Securities

~~From~~On ~~January~~December 131, ~~2022~~2021, ~~through~~our ~~May~~wholly ~~10,~~owned ~~2022~~subsidiary CIE, executed a promissory note in the ~~Company~~amount ~~sold~~of 26$585,~~425,~~000 ~~shares~~due ofto ~~restricted~~an ~~common~~entity ~~stock~~that tois ~~unrelated~~beneficially ~~third~~owned ~~parties~~and incontrolled aby ~~series~~the President of ~~private~~the ~~placements~~COUV, who is also a director and stockholder, and received proceeds in the same amount for $0working capital purposes.04 ~~per~~This ~~share~~note ~~totaling~~is $unsecured, accrues interest at a rate of 1.9% per annum,~~057,000~~ and is payable on demand. ~~The~~This ~~shares~~note ~~were~~was sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

On ~~January~~various 10dates from February 16, 2022 through October 26, ~~the~~2022, ~~Company~~our ~~sold~~wholly ~~.075~~owned ~~shares~~subsidiary ofCIE, ~~Series~~issued Gpromissory ~~Convertible~~notes ~~Preferred~~in ~~Stock~~amounts attotaling $~~100~~190,000 ~~per~~due ~~share~~to an unrelated third party and received proceeds in the same amount for working capital purposes. These notes are unsecured, accrue interest at rates ranging from 3% to 15% per annum and have maturity dates ranging from on demand to June 23, 2023. These notes were sold pursuant to the exemption provided by Section 4(a)(2) ~~total~~of the Securities Act of $71933,~~500~~ as amended.

On ~~February~~various 16dates from July 26, 2022 through November 29, 2022, our wholly- owned subsidiary ~~Carbon-ion~~CIE, issued a series of promissory notes in amounts totaling $206,500 due to unrelated third parties and received proceeds of $75199,~~000~~866 ~~pursuant~~for working capital purposes. The difference of $6,634 relates to antransaction ~~additional~~fees ~~promissory~~which ~~note~~were ~~with~~immediately anexpensed ~~unrelated~~and ~~party~~classified in general and administrative expenses. ~~This~~These ~~note~~notes ~~accrues~~are unsecured, accrue interest at athe rate of 310% per annum, ~~is unsecured~~ and ismature ~~payable~~ on ~~demand~~June 15, 2024. ~~The~~These ~~note~~notes ~~was~~were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

On ~~April~~August 910, 2022, our wholly- owned subsidiary, ~~Carbon-ion~~CIE, ~~received~~issued ~~$250,000 pursuant to~~ a promissory note ~~dated~~in ~~March~~the 6amount of $125,000 ~~2022~~due ~~with~~to an unrelated third party and anreceived ~~original~~proceeds ~~principal~~in the same amount offor ~~$275,000~~working capital purposes. This note is unsecured, accrues interest at athe rate of 15% per annum, and ismatures ~~payable~~ on ~~September~~June 628, ~~2022~~2023. ~~The~~This note was sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

On ~~June~~various 28dates from December 22, 2022, ~~our~~through ~~wholly-owned~~December ~~subsidiary~~27, ~~Carbon-ion~~2022, ~~received~~we issued a series of promissory notes in amounts totaling $~~125~~530,000 ~~pursuant~~due to aunrelated ~~promissory~~third ~~note~~parties ~~with~~and anreceived ~~unrelated~~proceeds ~~party~~in the same amount for working capital purposes. ~~This~~These ~~note~~notes ~~accrues~~are unsecured, accrue interest at athe rate of 1510% per annum, and ismature ~~payable~~ on ~~June~~various 28dates from December 22, 2023 through December 27, 2023. ~~The~~Under ~~note~~the ~~was~~terms of this financing, we also issued 13,250,000 shares of its common stock. These notes and shares were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

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

Item 6. Selected Financial Data.

Not applicable because we are a smaller reporting company.

~~Item~~Page 7.17 ~~Management’s Discussion and Analysis~~ of ~~Financial~~48 ~~Condition~~Table ~~and Results~~ of ~~Operations.~~Contents

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

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

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

~~DESCRIPTION~~Description OFOf ~~COMPANY~~The Company

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

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

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

~~-18-~~Our ~~Table~~super ofcapacitor ~~Contents~~technology has applicability in these large and changing markets, enabling the transition to clean electricity generation without the fluctuations in frequency and supply which are inherent in renewable technologies.

~~For~~We ~~example,~~have ~~while~~spent ~~current~~the ~~battery~~last decade developing a proprietary supercapacitor technology ~~has~~to ~~demonstrated~~meet ~~the~~these ~~benefits~~challenges. ofWe ~~EVs,~~believe ~~principally~~that inour ~~the~~technology ~~premium~~enables ~~passenger~~a ~~car~~new ~~market,~~category ~~there~~of ~~are~~supercapacitor ~~fundamental~~that ~~limitations~~meets ~~inhibiting~~the ~~widespread~~requirements for broader market adoption. ofThe ~~battery~~Carbon-ion (C-ion) Supercapacitor technology. ~~They~~that ~~can~~we ~~catch~~are ~~fire~~developing ~~easily,~~is ~~they~~being ~~use~~designed ~~rare~~to ~~earth~~offer ~~materials~~greater energy density and ~~have~~safety ~~limited~~when ~~life~~compared ~~span~~to today’s conventional super capacitors and ~~the~~longer ~~power~~life ~~delivery~~and isfaster ~~compromised~~charging than batteries. ~~They~~Supercapacitors are ~~not~~best aused ~~universally~~when ~~applicable~~you need energy ~~store~~fast.

~~Lamborghini~~While ~~recognised~~current ~~this~~battery intechnology ~~their~~has ~~recently~~demonstrated ~~launched supercar costing $3.5m~~ the ~~‘Sian’~~benefits ~~that has adopted regenerative braking using super capacitors as their first move to electric powertrains. Supercapacitors can deliver more power, more quickly than a battery solution. As part~~ of ~~the VW Group~~EVs, ~~Lamborghini~~principally ~~elected~~in ~~to go a different route to~~ the ~~rest~~premium ~~with~~passenger ~~their first ever hybrid~~ car, ~~and not follow the industry orthodoxy of a Lithium battery solution. As a result~~market, wethere ~~believe~~are afundamental ~~hybrid~~limitations ~~solution~~inhibiting ~~using~~widespread ~~new~~adoption ~~super~~of ~~capacitor technology with complimentary~~ battery technology ~~represents the most promising path to unlock a mass market shift~~. AThey ~~super capacitor~~ can ~~provide~~catch ~~that~~fire ~~immediate~~easily, ~~fast~~they ~~delivery~~use ~~(kick)~~rare ~~mechanism~~earth materials and ~~then~~have ~~once~~limited ~~momentum~~life span and ~~velocity is achieved~~ the ~~system~~power ~~moves~~delivery ~~over~~is ~~to battery power~~compromised. InThey ~~this~~are ~~way,~~not ~~the~~a ~~system~~universally ~~can~~applicable beenergy ~~better optimised for both cost and performance~~store.

WePage ~~have~~18 ~~spent~~of ~~the~~48 ~~last~~Table ~~decade developing a proprietary supercapacitor technology to meet this challenge. We believe that our technology enables a new category~~ of supercapacitor that meets the requirements for broader market adoption. The Carbon-ion (C-ion) Super Capacitor technology that we are developing is being designed to offer greater energy density, , and safety when compared to today’s conventional super capacitors and longer life and faster charging than batteries.Contents

We ~~are~~will ~~focused~~continue ondeveloping ~~energy~~our ~~storage~~C-ion ~~applications,~~super ~~which~~capacitor ~~have~~technology awith ~~stringent~~the ~~set~~goal of ~~requirements~~beginning ~~for~~transfer ~~super~~to ~~capacitor~~commercial ~~butour~~production ~~super~~in ~~capacitor~~2026. ~~technology~~We ~~also~~have ~~has~~evaluated ~~applicability~~each inof ~~other~~the ~~large~~elements required for initial success and ~~growing~~calculated ~~markets~~the ~~such~~high asperformance ~~frequency~~which ~~response~~we ~~and~~expect ~~fast~~from ~~recovery~~their ~~storage~~combination. ~~Supercapacitors~~We are ~~best~~now ~~used~~working ~~when~~to ~~you~~combine ~~need~~and ~~energy~~optimize ~~fast~~all components of the cell. We will then further develop volume manufacturing processes to enable high volume manufacturing and minimize manufacturing costs.

We ~~will~~are ~~continue~~looking ~~developing~~to ~~our~~raise ~~C-ion~~funds ~~super~~that ~~capacitor~~will ~~carbon-ion~~enable ~~technology~~us ~~with~~to ~~the~~expand ~~goal~~and ofaccelerate ~~beginning~~research ~~transfer~~and todevelopment ~~commercial~~activities ~~production~~and inundertake ~~the~~additional ~~first half of 2025~~initiatives. WeAs ~~have~~well ~~evaluated~~as ~~each~~continuing ofto ~~the~~develop ~~elements~~our ~~required~~scientific ~~for~~and ~~initial~~engineering ~~success~~capabilities ~~and~~at ~~calculated~~Milton ~~the~~Park ~~high~~Abingdon ~~performance~~England, ~~which~~ we ~~expect~~will ~~from~~use ~~their~~third ~~combination.~~party Wepilot ~~are~~lines, ~~now working~~ to ~~combine~~achieve ~~and~~our ~~optimize~~goal ~~all components~~ of ~~the~~being ~~cell.~~prepared Weto ~~will~~begin ~~then~~the ~~further~~transition ~~develop volume manufacturing processes~~ to ~~enable~~ high volume manufacturing ~~and~~capability ~~minimize~~from ~~manufacturing costs~~2026.

We ~~are~~intend ~~looking~~ to ~~raise~~work ~~funds~~closely ~~that~~with ~~will~~original ~~enable~~equipment usmanufacturers (“OEMs”) to ~~expand~~make ~~and~~our ~~accelerate~~cells ~~research~~widely ~~and~~available ~~development~~over ~~activities~~time. ~~and~~We ~~undertake~~recognize ~~additional~~that ~~initiatives.~~our Assupercapacitor ~~well~~technology ashas ~~continuing~~applicability toin ~~develop~~other ~~our~~large ~~scientific~~ and ~~engineering~~growing ~~capabilities~~markets ~~iat~~including ~~Milton~~energy ~~Park~~storage ~~Abingdon~~and ~~England,~~other weelectricity ~~will~~grid ~~use~~type ~~third~~environments ~~party~~such ~~pilot~~a ~~lines,~~frequency toresponse. ~~achieve~~We ~~our~~expect ~~goal~~that ofthe ~~being~~heavy ~~prepared~~transport toindustries ~~begin~~such ~~the~~as ~~transition~~shipping, totrains, ~~high~~planes ~~volume~~and ~~manufacturing~~nascent ~~capability~~charging ~~from~~infrastructure ~~2025~~will also be featured.

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

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

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

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

-19- Table of Contents

	·	Improved energy storage allows the cell to be used as the principal method of energy storage in a far wider range of technologies than conventional supercapacitors

	·	High specific power allows very fast charging

	·	High specific power enables the extension of Li-ion battery lifetimes and reduction in battery size through peak shaving in hybrid applications

	·	Improved safety protects customers, allows easy shipping and opens up applications in hazardous areas

	·	Long cycle life allows energy storage to be installed for the entire lifetime of the device, reducing design complexity, eliminating service intervals and saving money

Critical Accounting Policies

Our significant accounting policies are summarized in Note 2 to our audited consolidated financial statements for the years ended December 31, ~~2021~~2022 and ~~2020~~2021. Certain of our accounting policies require the application of significant judgment by our management, and such judgments are reflected in the amounts reported in our ~~condensed~~ consolidated financial statements. In applying these policies, our management uses judgment to determine the appropriate assumptions to be used in the determination of estimates. Those estimates are based on our historical experience, terms of existing contracts, our observance of market trends, information provided by our strategic partners and information available from other outside sources, as appropriate. Actual results may differ significantly from the estimates contained in our ~~condensed~~ consolidated financial statements.

Page 19 of 48

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Results of Operations

Twelve Months Ended December 31, ~~2021~~2022 vs. December 31, ~~2020~~ 2021

Revenues

Revenues for the twelve months ended December 31, ~~2021~~2022 were $0 as compared with $0 for the comparable prior year period, a change of $0, or 0%. The lack of revenue is due to the fact that the Company did not generate any sales in ~~2021~~2022 and ~~2020~~2021 from its supercapacitor technology.

Operating Expenses

Operating expenses for the twelve months ended December 31, ~~2021~~2022 were $32,~~066~~166,~~229~~103 as compared with $~~476~~3,~~746~~066,229 for the comparable prior year period, ana ~~increase~~decrease of $2900,~~589,483~~126 or 29%. The ~~increase~~decrease in operating expenses is ~~due~~primarily attributable to ~~the~~decreases ~~recommencement~~in ofofficers’ ~~business~~salaries ~~operations~~and ingeneral ~~2021~~salaries ~~following~~and awages ~~period~~of in$458,278 ~~which~~and ~~the~~$867,625, ~~Company~~respectively, ~~was~~directly ~~dormant~~related ~~under~~to ~~prior~~continuing ~~management,~~payment ~~resulting~~obligations inmade aduring ~~$537,005~~2021 ~~increase~~related into ~~officers’~~the ~~salaries,~~purchase aof ~~$1,167,016~~the ~~increase~~business inassets ~~salaries~~out ~~and~~of ~~wages,~~bankruptcy ~~$150,706~~in ~~increase~~2020 inand ~~payroll~~was ~~taxes,~~offset ~~$627,142~~by an increase in legal and professional fees, ~~and~~of an $~~107~~274,~~614~~364 ~~increase~~primarily inrelated ~~general~~to ~~and~~the ~~administrative~~cost ~~expenses~~of ~~compared~~bringing to the ~~comparable~~Company ~~prior~~current ~~year~~with ~~period~~it’s public company filing requirements.

Operating Loss

The net operating loss for the twelve months ended December 31, ~~2021~~2022 was $32,~~066~~166,~~229~~103 as compared with $~~476~~3,~~746~~066,229 for the comparable prior year period, ana ~~increase~~decrease of $2900,~~589,483~~126 or 29%. The ~~increase~~decrease in net operating loss is ~~primarily~~directly ~~due~~attributable to the ~~increase~~decrease in operating expenses ~~recorded~~described ~~in the current period due to the commencement of operations in 2021 compared to the comparable prior year period~~above.

Other Income (Expenses)

Our other income (expenses) for the twelve months ended December 31, ~~2021~~2022 was expense of $51319,~~693~~320 as compared to (income of $3451,~~418)~~693 for the ~~twelve~~comparable ~~months~~prior ~~ended~~year ~~December 31~~period, ~~2020,~~a anchange ~~increase~~ of $86371,~~111~~013. This change was primarily related to ~~settling~~the recording of a loss on intellectual property of $210,814 during the twelve months ended December 31, 2022 and the gain related to the settlement of the ZapGo rent obligation induring the twelve months ended December 31, 2021 ~~for~~of $121,718.

Income Tax Credits

Income tax credits for the twelve months ended December 31, ~~2021~~2022 were $~~437~~330,~~994~~183 as compared to $~~146~~437,~~408~~994 for the ~~twelve~~comparable ~~months~~period ~~ended~~prior ~~December~~year 31period, ~~2020,~~a andecrease ~~increase~~ of $~~291~~107,~~586~~811 or 25%. These credits are R&D tax credits allowed in the UK for certain payroll and related costs incurred by Oxion. The credit for the twelve months ended December 31, ~~2020~~2022 is ~~significantly~~ less than the credit for the ~~twelve~~comparable ~~months~~prior ~~ended~~year ~~December~~period ~~31,~~due ~~2021~~a ~~because~~reduced level of payroll in the UK ~~did not start until September 1, 2020~~.

-20- Table of Contents

Net Loss

Our net loss for the twelve months ended December 31, ~~2021~~2022 was $2,~~576~~155,~~542~~240 as compared with $~~364~~2,~~756~~576,542 for the comparable prior year period, ana ~~increase~~decrease of $2421,~~211,786.~~302 ~~The~~or ~~increase~~16%. inThis ~~net~~decrease ~~operating loss~~ is ~~primarily~~attributable ~~due~~ to the ~~increase~~decrease in operating expenses ~~recorded~~of in$900,126 ~~the~~offset ~~current~~by ~~period~~the ~~due~~decrease toin ~~the~~other ~~commencement~~income (expense) of ~~operations~~$371,013 and the decrease in ~~2021~~income ~~compared~~tax tocredits ~~the~~of ~~comparable~~$107,811 ~~prior~~as ~~year~~described ~~period~~above.

Current Liquidity and Capital Resources for the Twelve Months Ended December 31, ~~2021~~2022 compared to Twelve Months Ended December 31, ~~2020~~2021

	2021			2020
	2022			2021
Summary of Cash Flows:
Net cash used in operating activities	$	(1,~~806~~625,~~494~~540	)	$	(~~281~~1,~~034~~806,494	)
Net cash used in investing activities		(~~278~~819,~~854~~295	)		(~~596~~278,~~611~~854	)
Net cash provided by financing activities		23,~~054~~036,~~375~~645			~~916~~2,~~761~~054,375
Foreign currency translation		26(130,~~668~~791	)		~~(36~~26,~~912~~668	)
Net increase (decrease) in cash and cash equivalents		(4461,~~305~~019	)		2(4,~~204~~305	)
Beginning cash and cash equivalents		73,~~513~~208			57,~~309~~513
Ending cash and cash equivalents	$	3464,~~208~~227		$	73,~~513~~208

Page 20 of 48

Table of Contents

Operating Activities

Cash used in operations of $1,~~806~~625,~~494~~540 during the year ended December 31, ~~2021~~2022 was primarily a result of our $2,~~576~~155,~~542~~240 net loss reconciled with our net non-cash expenses relating to amortization of right of use assets and loss on impairment of intellectual property as well as changes in prepaid expenses, ~~COVID-19~~income HMtax ~~furlough~~credits ~~support~~receivable, security ~~deposit~~deposits, accounts payable and accrued expenses, payroll taxes payable, and ~~accrued~~operating ~~interest~~lease ~~on convertible notes~~liabilities. Cash used in operations of $~~281~~1,~~034~~806,494 during the year ended December 31, ~~2020~~2021 was primarily a result of our $~~364~~2,~~756~~576,542 net loss reconciled with our net non-cash expenses relating to ~~the~~amortization ~~reserve~~of ~~for~~right ~~leasehold~~of ~~improvements,~~use ~~loss~~assets onas ~~impairment~~well ofas ~~investment~~changes in deferred legal fees, prepaid expenses, ~~other~~income ~~receivables~~tax credits receivable, COVID-19 HM furlough support, security deposits, accounts payable and accrued expenses, and payroll taxes payable. ~~During the year ended December 31, 2020, the Company acquired inventory in the amount of $116,127.~~

Investing Activities

~~Net~~Cash ~~cash~~ used in investing activities ~~for~~of $819,295 during the year ended December 31, ~~2021~~2022 was ~~$278,854~~primarily ~~versus~~a result of $~~596~~697,~~611~~570 for ~~year~~the ~~ended~~acquisition ~~December~~of ~~31,~~property ~~2020.~~and ~~During~~equipment for the ~~years~~new ~~ended~~laboratory ~~December~~as 31well as $121,725 ~~2021~~for ~~and~~additional ~~2020,~~purchases ~~the~~of ~~Company~~intellectual ~~purchased~~property. ~~fixed~~Cash ~~assets~~used in ~~the~~investing ~~amount~~activities of $12278,~~893~~854 ~~and~~during ~~$215,249,~~the ~~respectively.~~year ~~Additionally~~ended inDecember 31, 2021 ~~and~~was ~~2020,~~primarily ~~the~~a ~~Company~~result ~~acquired~~of ~~intellectual~~$265,961 ~~property~~used in the ~~amount~~acquisition of ~~$265,961~~intellectual ~~and $381,362, respectivley~~property.

Financing Activities

~~Net~~Cash ~~cash~~ provided by financing activities ~~was~~of $23,~~054~~036,~~375~~645 ~~for~~during the year ended December 31, ~~2021~~2022 ~~versus~~consisted ~~net~~primarily ~~cash provided by financing activities~~ of ~~$916,761~~proceeds ~~for~~from the ~~year~~issuance ~~ended~~of ~~December~~common ~~31,~~stock ~~2020. The net cash provided by financing activities for the year ended December 31, 2021 included repayments in the amount~~ of $~~191~~1,~~268 for loan obligations~~446, $1999,~~144~~ innotes ~~advances~~payable ~~from~~of ~~stockholders,~~ $99770,~~265~~597, ~~in payments on~~ convertible notes, ~~$585,000 in proceeds from notes~~ payable, ~~related~~of ~~parties,~~ $43206,~~355~~500 ~~in contributed capital~~ and ~~$1,754,160~~advances ~~in proceeds~~ from ~~sale~~stockholders of ~~preferred stock~~$605,049. ~~The~~Cash ~~net cash~~ provided by financing activities ~~for~~of $2,054,375 during the year ended December 31, ~~2020~~2021 ~~included~~consisted primarily of proceeds infrom the ~~amount~~issuance of ~~$191,268~~preferred ~~from~~stock ~~loan~~of ~~obligations,~~ $~~165~~1,~~913 in advances from stockholders~~754, ~~$99~~160,~~265~~ innotes ~~proceeds~~payable onissued ~~convertible~~to ~~notes,~~related parties of $71585,~~042~~000, inand ~~proceeds~~repayment ~~from~~of ~~notes~~loan ~~payable,~~obligations ~~and~~of $~~389~~191,~~273 in contributed capital~~268.

Future Capital Requirements

Our capital requirements for ~~2022~~2023 will depend on numerous factors, including management’s evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures, acquisitions, and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts and being a public company.

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

-21- Table of Contents

Inflation

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

Off-Balance Sheet Arrangements

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

Going Concern

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

Item 7A. Quantitative and Qualitative Disclosure about Market Risks

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

~~-22-~~Page 21 of 48 Table of Contents

Item 8. Financial Statements and Supplementary Data

CORPORATE UNIVERSE, INC.

~~FOR~~Index ~~THE~~To ~~YEARS~~Consolidated ~~ENDED~~Financial ~~DECEMBER 31, 2021 AND 2020 INDEX TO FINANCIAL STATEMENTS~~Statements

Financial Statements
Report of Independent Registered Public Accounting Firm PCAOB ID #3289	F-1
Consolidated Balance Sheets at December 31, 2021 and 2020	F-3
Consolidated Statements of Operations and Comprehensive Loss For The Years Ended December 31, 2021 and 2020	F-4
Consolidated Statements of Stockholders’ Deficit For The Years Ended December 31, 2021 and 2020	F-5
Consolidated Statements of Cash Flows For The Years Ended December 31, 2021 and 2020	F-6
Notes to Consolidated Financial Statements For The Years Ended December 31, 2021 and 2020	F-7

For The Years Ended December 31, 2022 And 2021

-23- Table of Contents

Report of Independent Registered Public Accounting Firm PCAOB ID #3289		23
Consolidated Balance Sheets at December 31, 2022 and 2021		25
Consolidated Statements of Operations and Comprehensive Loss For The Years Ended December 31, 2022 and 2021		26
Consolidated Statements of Stockholders’ Deficit For The Years Ended December 31, 2022 and 2021		27
Consolidated Statements of Cash Flows For The Years Ended December 31, 2022 and 2021		28
Notes to Consolidated Financial Statements For The Years Ended December 31, 2022 and 2021		29

~~REPORT~~Page OF22 ~~INDEPENDENT~~of ~~REGISTERED~~49 ~~PUBLIC~~Table ~~ACCOUNTING~~of ~~FIRM~~Contents

ToREPORT ~~the~~OF ~~Board~~INDEPENDENT ofREGISTERED ~~Directors~~PUBLIC ~~and~~ACCOUNTING FIRM

~~Stockholders~~To the Board of ~~Corporate~~Directors ~~Universe,~~and ~~Inc.~~

~~Opinion~~Stockholders onof ~~the~~Corporate ~~Financial~~Universe, ~~Statements~~Inc.

WeOpinion ~~have~~on ~~audited~~ the ~~accompanying~~Financial consolidated balance sheets of Corporate Universe, Inc. (the Company) as of December 31, 2021 and 2020, and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.Statements

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

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

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

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

WeThese ~~conducted~~financial ~~our~~statements ~~audit~~are ~~in accordance with~~ the ~~standards~~responsibility of the ~~PCAOB~~Company’s management. ~~Those~~Our ~~standards~~responsibility ~~require~~is ~~that we plan and perform the audit~~ to ~~obtain~~express ~~reasonable~~an ~~assurance~~opinion ~~about~~on ~~whether~~ the Company’s financial statements ~~are~~based ~~free~~on ofour ~~material~~audits. ~~misstatement,~~We ~~whether~~are ~~due~~a topublic accounting firm ~~error~~registered orwith ~~fraud.~~the ~~The~~Public Company isAccounting ~~not~~Oversight ~~required~~Board to(United ~~have,~~States) ~~nor~~(PCAOB) ~~were~~and weare ~~engaged~~required to ~~perform,~~be anindependent ~~audit~~with ofrespect ~~its internal control over financial reporting. As part of our audit, we are required~~ to ~~obtain~~the anCompany ~~understanding~~in ofaccordance ~~internal~~with ~~control~~the ~~over~~U.S. ~~financial~~federal ~~reporting,~~securities ~~but~~laws ~~not~~and ~~for~~ the ~~purpose~~applicable ofrules ~~expressing~~and anregulations ~~opinion on the effectiveness~~ of the ~~Company’s~~Securities ~~internal~~and ~~control~~Exchange ~~over~~Commission ~~financial~~and ~~reporting.~~the ~~Accordingly, we express no such opinion~~PCAOB.

~~Our~~We ~~audit~~conducted ~~included~~our ~~performing~~audits ~~procedures~~in toaccordance ~~assess~~with the ~~risks~~standards of ~~material~~the ~~misstatement~~PCAOB. ofThose standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud,. ~~and~~The ~~performing~~Company ~~procedures~~is ~~that~~not ~~respond~~required to ~~those~~have, ~~risks.~~nor ~~Such~~were ~~procedures~~we ~~included~~engaged ~~examining~~to perform, onan aaudit ~~test~~of ~~basis,~~its ~~evidence~~internal ~~regarding~~control ~~the~~over ~~amounts~~financial ~~and~~reporting. ~~disclosures~~As inpart ~~the~~of ~~financial~~our ~~statements.~~audits, ~~Our~~we ~~audit~~are ~~also~~required ~~included~~to ~~evaluating~~obtain ~~the~~an ~~accounting~~understanding ~~principles~~of ~~used~~internal ~~and~~control ~~significant~~over ~~estimates~~financial ~~made~~reporting, bybut ~~management,~~not asfor ~~well~~the aspurpose ~~evaluating~~of ~~the~~expressing ~~overall~~an ~~presentation~~opinion ofon the ~~financial~~effectiveness ~~statements.~~of Wethe ~~believe~~Company’s ~~that~~internal ~~our~~control ~~audit~~over ~~provides~~financial areporting. ~~reasonable~~Accordingly, ~~basis~~we ~~for~~express ~~our~~no such opinion.

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

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

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

~~Impairment~~3001 ofN. ~~Long-Lived~~Rocky ~~Assets~~Point Dr. East, Suite 200 •Tampa, Florida 33607 • 813.367.3527

AsPage ~~described~~23 ~~in Note 1 to the Company’s financial statements, when facts and circumstances indicate that the carrying value~~ of long-lived assets may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of revenues and the resulting gross profit and cash flows. If the sum of the expected future cash flows is less than the carrying amount, an impairment loss is recognized for the amount by which the carrying amount of the asset exceeds fair value. 49

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

~~The~~As ~~primary~~described ~~procedures~~in weNote ~~performed~~2 to ~~address~~the ~~these~~Company’s ~~critical~~financial ~~audit~~statements, ~~matters~~when ~~included~~facts and circumstances indicate that the ~~following:~~carrying value of long-lived assets may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of revenues and the resulting gross profit and cash flows. If the sum of the expected future cash flows is less than the carrying amount, an impairment loss is recognized for the amount by which the carrying amount of the asset exceeds fair value.

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

-The ~~Reviewed~~primary ~~the~~procedures ~~analysis.~~we -performed ~~Tested supporting documentation related~~ to ~~management’s~~address ~~conclusion~~these ~~that~~critical ~~the~~audit ~~expected~~matters ~~future~~included ~~cash flows is greater than~~ the carrying value. - Assessed the assumptions used by management and evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the determination of whether an impairment exists.following:

~~Accounting~~· We obtained management’s impairment analysis on the intangibles and performed the following ~~for Business Combination~~procedures:

~~Effective~~- Reviewed ~~November 16, 2021, Corporate Universe, Inc. merged with Carbon Ion Energy, Inc. We identified~~ the ~~application~~analysis ~~of acquisition method of accounting as a critical audit matter due to the complex accounting~~ and ~~reporting~~determined ~~standards~~if ~~related to~~ the ~~transaction,~~Company ~~and~~assessed the ~~estimates~~intangible ~~and~~assets ~~assumptions~~at ~~used by management in determining~~ the ~~proper~~appropriate ~~allocation of the consideration given to the assets acquired including identified intangible assets~~level.

~~The~~- Reviewed ~~primary~~the ~~procedures~~qualitative wefactors ~~performed~~analyzed toby ~~address~~the ~~these~~Company ~~critical~~and ~~audit~~performed ~~matters~~an ~~included~~assessment ~~the~~of ~~following:~~any possible indicators of impairment.

·- Assessed ~~We obtained~~ and ~~reviewed~~tested the ~~merger~~assumptions ~~agreement~~used ~~and~~by ~~other~~management ~~documents to evaluate the Company’s application of relevant accounting standards to the transaction. · We evaluated the reasonableness of the valuation model~~ and ~~methodologies used to arrive at the value applied to acquired assets to include identified intangible assets of the Company. · We~~ evaluated the ~~accuracy~~appropriateness ~~and completeness~~ of ~~the Company~~management’s ~~presentation~~application of ~~the~~their ~~acquisition~~accounting ~~in the financial statements~~policies, ~~including~~along ~~evaluating whether disclosures were in accordance~~ with ~~relevant~~their ~~accounting~~use ~~standards.~~of ·estimates, ~~Professionals with specialized skill and knowledge were utilized by the Firm to assist~~ in the ~~evaluation~~determination of ~~the~~whether ~~Company’s~~an ~~accounting~~impairment ~~treatment for the acquisition~~exists.

/s/ Accell Audit & Compliance, P.A. ~~We have served as the Company’s auditor since 2021. Tampa, Florida July 26, 2022~~

~~F-2~~We ~~Table~~have ofserved ~~Contents~~as the Company’s auditor since 2021.

CORPORATE UNIVERSE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2021 AND 2020
	2021			2020
ASSETS
CURRENT ASSETS
Cash	$	3,208		$	7,513
Inventory		114,487			116,127
Deferred legal fees		-			27,021
Covid-19 furlough support		-			46,161
Prepaid expenses and other current assets		78,981			14,396
Income tax credits receivable		590,132			148,955
TOTAL CURRENT ASSETS		786,808			360,173
FIXED ASSETS
Property and equipment, net		187,156			174,263
TOTAL FIXED ASSETS		187,156			174,263
OTHER ASSETS
Intellectual property, net of impairment		613,024			347,063
Security deposits		54,474			-
Right-of-use assets, net of accumulated amortization		490,181			-
TOTAL OTHER ASSETS		1,157,679			347,063
TOTAL ASSETS	$	2,131,643		$	881,499
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1,173,307		$	198,111
Balance due on acquisition of ZapGo Ltd		-			191,268
Payroll taxes payable		398,299			173,454
Due to stockholders		5,859			165,913
Note payable related party		585,000			-
Notes payable		70,039			71,042
Current portion of operating lease liabilities		107,915			-
Convertible note payable, including accrued interest		-			99,265
TOTAL CURRENT LIABILITIES		2,340,419			899,053
Operating lease liabilities, net of current portion		401,224			-
TOTAL LIABILITIES		2,741,643			899,053
Commitments and contingencies (Note 15)		-			-
STOCKHOLDERS' DEFICIT
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized
Series E: 81,100 authorized, 81,032 and 0 issued and outstanding at
December 31, 2021 and 2020, respectively		8			-
Series F: 100,000 authorized, 100,000 and 0 issued and outstanding at
December 31, 2021 and 2020, respectively		10			-
Series G: 25 authorized, 20 and 0 shares issued and outstanding		-			-
Series C: 100,000 authorized, 0 shares issued and outstanding		-			-
Series D: 100,000 authorized, 100,000 shares issued and outstanding		10			10
Common stock, $0.0001 par value, 2,500,000,000 shares authorized,
533,549,670 and 100,000,000 shares issued and outstanding at
December 31, 2021 and 2020, respectively		53,355			10,000
Additional paid-in-capital		2,292,427			379,357
Accumulated deficit		(2,976,773	)		(400,231	)
Cumulative translation adjustment		20,963			(6,690	)
TOTAL STOCKHOLDERS' DEFICIT		(610,000	)		(17,554	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,131,643		$	881,499

Tampa, Florida

~~(See~~April ~~report~~17, ~~of independent registered public accounting firm and accompanying notes to consolidated financial statements)~~2023

~~F-3~~Page 24 of 49 Table of Contents

CORPORATE UNIVERSE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
CONSOLIDATED BALANCE SHEETS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
DECEMBER 31, 2022 AND 2021
	2021			2020
	2022			2021
SALES	$	-		$	-
ASSETS
COST OF SALES		-			-
CURRENT ASSETS
GROSS PROFIT		-			-
Cash	$	464,227		$	3,208
OPERATING EXPENSES
Inventory		101,745			114,487
Officers' salaries		537,005			-
Leasehold improvements refund receivable		109,725			-
Salaries and wages		1,422,868			255,852
Prepaid expenses		23,421			78,981
Payroll taxes		197,054			46,348
Income tax credits receivable		-			590,132
Legal and professional fees		629,236			2,094
TOTAL CURRENT ASSETS		699,118			786,808
General and administrative expenses		280,066			172,452
FIXED ASSETS
TOTAL OPERATING EXPENSES		3,066,229			476,746
Property and equipment		775,001			187,156
OPERATING LOSS		(3,066,229	)		(476,746	)
TOTAL FIXED ASSETS		775,001			187,156
OTHER INCOME (EXPENSES)
OTHER ASSETS
Settlement of ZapGo rent obligation		121,718			-
Intellectual property, net of impairment		528,357			613,024
Interest income		15,324			-
Security deposits		48,411			54,474
Loss on impairment of intellectual property		-			(34,114	)
Right-of-use assets, net of accumulated amortization		368,615			490,181
Interest expense		(85,349	)		(304	)
TOTAL OTHER ASSETS		945,383			1,157,679
LOSS BEFORE INCOME TAX CREDITS		(3,014,536	)		(511,164	)
TOTAL ASSETS	$	2,419,502		$	2,131,643
Income tax credits		(437,994	)		(146,408	)
LIABILITIES AND STOCKHOLDERS' DEFICIT
NET LOSS		(2,576,542	)		(364,756	)
CURRENT LIABILITIES
OTHER COMPREHENSIVE INCOME (LOSS)
Accounts payable and accrued expenses	$	819,640		$	1,173,307
Foreign currency translation adjustment		27,653			(6,690	)
Payroll taxes payable		386,001			398,299
COMPREHENSIVE LOSS	$	(2,548,889	)	$	(371,446	)
Due to stockholders		610,908			5,859
LOSS PER COMMON SHARE:
Note payable related party		585,000			585,000
Basic and diluted	$	(0.02	)	$	(0.00	)
Notes payable		851,761			70,039
WEIGHTED AVERAGE NUMBER OF COMMON SHARES:
Current portion of operating lease liabilities		129,416			107,915
Basic and diluted		158,202,558			100,000,000
Convertibles note payable		206,500			-
TOTAL CURRENT LIABILITIES		3,589,226			2,340,419
Operating lease liabilities, net of current portion		271,808			401,224
TOTAL LIABILITIES		3,861,034			2,741,643
Commitments and contingencies (Note 15)
STOCKHOLDERS' DEFICIT
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized
Series E: 81,100 authorized, 81,032 issued and outstanding		8			8
Series F: 100,000 authorized, 100,000 issued and outstanding		10			10
Series G: 25 authorized, 20 shares issued and outstanding		-			-
Series C: 100,000 authorized, 0 shares issued and outstanding		-			-
Series D: 100,000 authorized, 100,000 issued and outstanding		10			10
Common stock, $0.0001 par value, 2,500,000,000 shares authorized, 568,849,670 and 533,549,670 shares issued and outstanding at December 31, 2022 and 2021		56,885			53,355
Additional paid-in-capital		3,743,396			2,292,427
Accumulated deficit		(5,132,013	)		(2,976,773	)
Cumulative translation adjustment		(109,828	)		20,963
TOTAL STOCKHOLDERS' DEFICIT		(1,441,532	)		(610,000	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,419,502		$	2,131,643
(See accompanying notes to the consolidated financial statements)

~~(See~~Page ~~report~~25 of ~~independent~~49 ~~registered~~Table ~~public~~of ~~accounting firm and accompanying notes to consolidated financial statements)~~Contents

F-4 Table of Contents

CORPORATE UNIVERSE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

	2022			2021

SALES	$	-		$	-
COST OF SALES		-			-
GROSS PROFIT		-			-

OPERATING EXPENSES
Officers' salaries		78,727			537,005
Salaries and wages		555,243			1,422,868
Payroll taxes		128,620			197,054
Legal and professional fees		903,600			629,236
General and administrative expenses		499,913			280,066
TOTAL OPERATING EXPENSES		2,166,103			3,066,229

OPERATING LOSS		(2,166,103	)		(3,066,229	)

OTHER INCOME (EXPENSES)
Settlement of ZapGo rent obligation		-			121,718
Interest income		222			15,324
Loss on impairment of intellectual property		(210,814	)		-
Interest expense		(108,728	)		(85,349	)
LOSS BEFORE INCOME TAX CREDITS		(2,485,423	)		(3,014,536	)

Income tax credits		330,183			437,994

NET LOSS		(2,155,240	)		(2,576,542	)

OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment		(137,450	)		27,653
COMPREHENSIVE LOSS	$	(2,292,690	)	$	(2,548,889	)

LOSS PER COMMON SHARE:
Basic and diluted	$	(0.00	)	$	(0.02	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES:
Basic and diluted		558,155,920			158,202,558

(See accompanying notes to the consolidated financial statements)

CORPORATE UNIVERSE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2021 and 2020
									Additional						Cumulative
	Preferred Stock				Common Stock				Paid-In			Accumulated			Translation
	Shares		Amount		Shares		Amount		Capital			Deficit			Adjustment			Total
Balance, January 1, 2020 (retroactively restated to effect recapitalization)		100,000	$	10		100,000,000	$	10,000	$	(9,916	)	$	(35,475	)	$	-		$	(35,381	)
Contributed capital		-		-		-		-		389,273			-			-			389,273
Foregin currency translation adjustment		-		-		-		-		-			-			(6,690	)		(6,690	)
Net loss		-		-		-		-		-			(364,756	)		-			(364,756	)
Balance, December 31, 2020		100,000		10		100,000,000		10,000		379,357			(400,231	)		(6,690	)		(17,554	)
Common stock issued in reverse merger		181,052		18		433,549,670		43,355		1,913,070			-			-			1,956,443
Foregin currency translation adjustment		-		-		-		-		-			-			27,653			27,653
Net loss		-		-		-		-		-			(2,576,542	)		-			(2,576,542	)
Balance, December 31, 2021		281,052	$	28		533,549,670	$	53,355	$	2,292,427		$	(2,976,773	)	$	20,963		$	(610,000	)

Page 26 of 49

Table of Contents

(See report of independent registered public accounting firm and accompanying notes to consolidated financial statements)

CORPORATE UNIVERSE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

									Additional					Cumulative
	Preferred Stock				Common Stock				Paid-In		Accumulated			Translation
	Shares		Amount		Shares		Amount		Capital		Deficit			Adjustment			Total
Balance, January 1, 2021		100,000	$	10		100,000,000	$	10,000	$	379,357	$	(400,231	)	$	(6,690	)	$	(17,554	)

Common stock issued in reverse merger		181,052		18		433,549,670		43,355		1,913,070		-			-			1,956,443

Foreign currency translation adjustment		-		-		-		-		-		-			27,653			27,653

Net loss		-		-		-		-		-		(2,576,542	)		-			(2,576,542	)

Balance, December 31, 2021		281,052		28		533,549,670		53,355		2,292,427		(2,976,773	)		20,963			(610,000	)

Issuance of common stock for cash		-		-		22,050,000		2,205		1,179,794		-			-			1,181,999

Issuance of common stock related to debt		-		-		13,250,000		1,325		263,675		-			-			265,000

Issuance of Series G preferred stock		-		-		-		-		7,500		-			-			7,500

Foreign currency translation adjustment		-		-		-		-		-		-			(130,791	)		(130,791	)

Net loss		-		-		-		-		-		(2,155,240	)		-			(2,155,240	)

Balance, December 31, 2022		281,052	$	28		568,849,670	$	56,885	$	3,743,396	$	(5,132,013	)	$	(109,828	)	$	(1,441,532	)

(See accompanying notes to the consolidated financial statements)

~~F-5~~Page 27 of 49 Table of Contents

CORPORATE UNIVERSE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
	2021			2020
	2022			2021
Cash flows from operating activities:
Net loss	$	(2,~~576~~155,~~542~~240	)	$	(~~364~~2,~~756~~576,542	)
Adjustments to reconcile net loss to net cash
Adjustments to reconcile net loss to net cash used in operating activities:
used in operating activities:
Amortization of right-of-use assets		121,566			55,421
Amortization of right-of-use assets		55,421			-
Amortization of note payable discount		11,125			-
Reserve for leasehold improvements		-			40,986
Loss on impairment of intellectual property		206,392			-
Loss on impairment of intellectual property		-			34,114
Changes in operating assets and liabilities:
Inventory		112,~~640~~742			~~(116~~1,~~127~~640	)
Deferred legal fees		~~27,021~~-			(27,021	)
COVID-19 furlough support		46,161			(46,161	)
Prepaid expenses		55,560			(64,585	)
Prepaid expenses and other current assets		(64,585	)		(544	)
Income tax credits receivable		590,132			(441,177	)
Income tax credits receivable		(441,177	)		(148,955	)
COVID-19 HM furlough support		-			46,161
Security deposits		~~(54~~6,~~474~~063	)		-(54,474	)
Accounts payable and accrued expenses		~~975~~(353,~~196~~667	)		~~173~~975,~~976~~196
Payroll taxes payable		~~224~~(12,~~845~~298	)		~~173~~224,~~454~~845
Net cash used in operating activities		(1,806,494	)		(281,034	)
Operating lease liabilities		(107,915	)		-
Cash flows from investing activities:
Net cash used in operating activities		(1,625,540	)		(1,806,494	)
Acquisition of property and equipment		(12,893	)		(215,249	)
Cash flows used in investing activities:
Addition to intellectual property		(265,961	)		(381,362	)
Acquisition of property and equipment		(697,570	)		(12,893	)
Net cash used in investing activities		(278,854	)		(596,611	)
Additions to intellectual property		(121,725	)		(265,961	)
Net cash used in investing activities		(819,295	)		(278,854	)
Cash flows from financing activities:
Principal payments on operating lease obligations		~~(36,463~~-	)		-(36,463	)
Balance due on acquisition of ZapGo Ltd		(191,268	)		191,268
Repayment of loan obligations		-			(191,268	)
Advances from (repayments to) stockholders		(1605,~~144~~049	)		~~165~~(1,~~913~~144	)
Proceeds from (payments of) convertible notes		~~(99~~206,~~265~~500	)		(99,265	)
Proceeds from note payable related party		~~585,000~~-			-585,000
Proceeds from notes payable		-			71,042
Proceeds from (payments of) notes payable		770,597			-
Contributed capital		~~43,355~~-			~~389~~43,~~273~~355
Proceeds from the issuance of preferred stock		1,754,160			-
Proceeds from the issuance of common stock		1,446,999			-
Net cash provided by financing activities		2,054,375			916,761
Proceeds from the issuance of preferred stock		7,500			1,754,160
Effect of exchange rate changes on cash		26,668			(36,912	)
Net cash provided by financing activities		3,036,645			2,054,375
Net change in cash		(4,305	)		2,204
Effect of exchange rate changes on cash		(130,791	)		26,668
Cash at beginning of the year		7,513			5,309
Net increase (decrease) in cash		461,019			(4,305	)
Cash at end of the year	$	3,208		$	7,513
Cash at beginning of the period		3,208			7,513
Supplemental Disclosures:
Cash at end of the period	$	464,227		$	3,208
Cash paid during the year for:
Supplemental disclosure of cash flow information:
Stockholder loans reclassified to additional paid-in capital in exchange for equity	$	-		$	158,910
Operating lease right-of-use assets exchanged for operating lease liabilities	$	-		$	545,602
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-cash investing and financing activities:
(See accompanying notes to the consolidated financial statements)
Stockholder loans reclassified to additional paid-in capital in exchange for equity	$	158,910		$	-

~~(See~~Page ~~report~~28 of ~~independent~~49 ~~registered~~Table ~~public~~of ~~accounting firm and accompanying notes to consolidated financial statements)~~Contents

~~F-6~~Corporate ~~Table~~Universe, ofInc. ~~Contents~~and Subsidiary

~~Corporate~~Notes ~~Universe,~~to ~~Inc.~~Consolidated ~~and~~Financial ~~Subsidiary~~Statements

~~Notes~~For toThe ~~Consolidated~~Years ~~Financial~~Ended ~~Statements~~December 31, 2022 and 2021

~~For~~(1) ~~The~~Organization ~~Years Ended December 31, 2021~~ and ~~2020~~Business Description

Corporate Universe, Inc. (1"COUV”) ~~Organization~~was ~~and~~incorporated ~~Business~~in ~~Description~~Delaware on May 28, 1986. On July 17, 2020, the Company changed its name from Carrier Alliance Group Inc. to Corporate Universe, Inc.

~~Corporate~~The ~~Universe,~~accompanying ~~Inc.~~consolidated ~~("COUV”)~~financial ~~was~~statements ~~incorporated~~include inCOUV ~~Delaware~~and onits ~~May~~wholly-owned 28subsidiary Carbon-Ion Energy, ~~1986~~Inc. ~~On July 17~~(“CIE”), ~~2020,~~which ~~the~~includes ~~Company changed~~ its ~~name~~wholly ~~from~~owned ~~Carrier~~subsidiary ~~Alliance~~Oxcion ~~Group~~Limited ~~Inc.~~(“OXC”) ~~to Corporate Universe~~(collectively, ~~Inc~~the “Company”).

~~The~~CIE ~~accompanying~~was ~~consolidated~~incorporated ~~financial~~under ~~statements~~the ~~include~~laws ~~COUV~~of the State of Delaware on December 29, 2020 and ~~its~~operates ~~wholly-owned~~as ~~subsidiary~~a ~~Carbon-Ion~~holding ~~Energy~~company for OXC, ~~Inc~~which was incorporated under the laws of England and Wales on February 20, 2009. ~~(“CIE”)~~OXC operated as a business consulting entity until December 31, ~~which~~2020. ~~includes~~Effective ~~its~~March ~~wholly~~11, 2021, OXC became a wholly-owned subsidiary ~~Oxcion~~of ~~Limited~~CIE pursuant to a share exchange agreement (~~“OXC”~~see Note 12) ~~(collectively,~~whereby the ~~“Company”)~~existing stockholders of OXC received the same pro-rata equity interests in CIE. Going forward, OXC plans to market its patented super capacitor technology to customers worldwide.

CIE was incorporated under the laws of the State of Delaware on December 29, 2020 and operates as a holding company for OXC, which was incorporated under the laws of England and Wales on February 20, 2009. OXC operated as a business consulting entity until December 31, 2020. Effective ~~March~~November 1112, 2021, ~~OXC~~CIE became a wholly-owned subsidiary of ~~CIE~~COUV pursuant to a share exchange agreement (see Note 12) whereby the existing stockholders of ~~OXC~~CIE ~~received~~obtained ~~the~~control ~~same~~of ~~pro-rata~~COUV. ~~equity~~The ~~interests~~transaction was accounted for as a change in control with COUV being considered the accounting acquired company and CIE. ~~Going~~being ~~forward,~~considered ~~OXC~~the ~~plans~~accounting toacquirer. ~~market~~The ~~its~~fiscal ~~patented~~year ~~super~~end ~~capacitor~~of ~~technology~~the toconsolidated ~~customers~~Company ~~worldwide~~is December 31st.

~~Effective November 12, 2021, CIE became a wholly-owned subsidiary of COUV pursuant to a share exchange agreement~~ (~~see Note 12~~2) ~~whereby~~Summary ~~the existing stockholders~~ of ~~CIE~~Significant ~~obtained~~Accounting control of COUV. The transaction was accounted for as a change in control with COUV being considered the accounting acquired company and CIE being considered the accounting acquirer. The fiscal year end of the consolidated Company is December 31st.Policies

~~(2)~~Basis ~~Summary~~ of ~~Significant~~Presentation ~~Accounting~~and ~~Policies~~Consolidation

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

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

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

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

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

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

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

~~Inventory,~~Property ~~which~~and consists substantially of raw materials, is stated at the lower of cost (first-in, first-out basis) or market (net realizable value). The inventory is valued at the end of each fiscal for the purpose of determining if a reserve for obsolescence needs to be recorded. There is no reserve for obsolescence as of December 31, 2021 or 2020.Equipment

~~F-7~~Property ~~Table~~and equipment is stated at cost. Maintenance and repairs are expensed as incurred. Upon sale or disposition of ~~Contents~~assets, any gain or loss is included in the consolidated statements of operations. The cost of property and equipment is depreciated using the straight line method over the estimated useful lives of the assets when placed in service, which range from three to seven years.

~~Property~~Page ~~and~~29 ~~Equipment~~of 49 Table of Contents

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

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

The Company ~~has~~recognizes ~~adopted~~the ~~Financial~~effect ~~Accounting~~of ~~Standards~~income ~~Board~~tax ~~(“FASB”)~~positions ~~Account~~only ~~Standards~~if ~~Codification~~those ~~(“ASC”)~~positions ~~740-10,~~are ~~“Accounting~~more ~~for~~likely ~~Income~~than ~~Taxes”,~~not ~~which~~of ~~requires~~being ~~an asset and liability approach to financial accounting and reporting for income taxes~~sustained. ~~Deferred~~Recognized income tax ~~assets~~positions ~~and liabilities~~ are ~~computed~~measured ~~annually~~at ~~from~~the ~~differences~~largest ~~between~~amount ~~the~~that ~~financial~~is ~~statement~~greater ~~and~~than ~~tax~~50% ~~basis~~likely of ~~assets~~being ~~and~~realized. ~~liabilities~~Changes ~~that will result~~ in ~~taxable~~recognition or ~~deductible~~measurement ~~amounts~~are reflected in the ~~future~~period ~~based on enacted tax laws and rates applicable to the periods~~ in which the ~~differences~~change ~~are~~in ~~expected~~judgment ~~to affect taxable income~~occurs. The ~~effect~~Company onrecords ~~deferred~~interest ~~tax assets~~ and ~~liabilities~~penalties ofrelated ato ~~change~~unrecognized in tax ~~rates~~benefits isas ~~recognized~~a incomponent ~~income~~of ingeneral ~~the~~and ~~period~~administrative ~~that includes the enactment date~~expenses. ~~Valuation~~The ~~allowances~~Company’s ~~are~~federal ~~established~~tax ~~when~~return ~~necessary~~and toany ~~reduce~~state ~~deferred~~ tax ~~assets~~returns toare ~~the~~not ~~amount~~currently ~~expected~~under ~~to be realized~~examination.

~~The~~OXC ~~Company~~accrues ~~recognizes~~research ~~the~~and ~~effect~~development of(“R&D”) ~~income~~ tax ~~positions~~credits ~~only~~payable ifby ~~those~~the ~~positions~~HM ~~are~~Revenue ~~more~~and ~~likely~~Customs ~~than~~(“HMRC”) ~~not~~in ofEngland ~~being~~based ~~sustained.~~on ~~Recognized income tax positions are measured at the largest amount that is greater than~~ 14.50% ~~likely~~ of ~~being~~qualified ~~realized.~~R&D ~~Changes~~payroll ~~in recognition or measurement are reflected in the period in which the change in judgment occurs~~costs. ~~The~~OXC, ~~Company~~at ~~records~~it’s ~~interest~~sole ~~and~~dicretion, ~~penalties~~can ~~related~~elect to ~~unrecognized~~forego the tax ~~benefits~~credit ~~as a component of general~~ and ~~administrative~~carryforward ~~expenses.~~the ~~The~~qualified ~~Company’s~~R&D ~~federal~~payroll ~~tax~~costs ~~return~~to ~~and~~offset ~~any~~future ~~state~~taxable ~~tax~~income ~~returns~~in ~~are not currently under examination~~England.

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

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

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

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

~~Potential~~Revenue impairments of long-lived assets are reviewed when events or changes in circumstances indicate a potential impairment may exist. In accordance with ASC 360-10, “Property, Plant and Equipment – Overall,” impairment is determined when estimated future undiscounted cash flows associated with an asset are less than the asset’s carrying value.Recognition

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

The Company ~~recognizes~~only ~~revenue~~applies inthe ~~accordance~~five-step ~~with~~model ~~FASB~~to ~~ASC 606, “Revenue from~~ contracts ~~with~~when ~~customers.”~~it ~~Revenue~~ is ~~recognized~~probable ~~when~~that athe ~~customer~~entity ~~obtains~~will ~~control~~collect ofthe ~~promised~~consideration ~~goods~~it oris ~~services.~~entitled Into ~~addition,~~in ~~the~~exchange ~~standard~~for ~~requires disclosure of~~ the ~~nature,~~goods ~~amount,~~or ~~timing,~~services ~~and~~it ~~uncertainty~~transfers ofto ~~revenue~~the ~~and cash flows arising from contracts with customers~~customer. ~~The~~Once ~~amount~~a ofcontract ~~revenue that~~ is ~~recorded~~determined ~~reflects~~to ~~the~~be ~~consideration~~within ~~that~~ the ~~Company~~scope ~~expects~~of toFASB ~~receive~~ASC in606 ~~exchange~~at ~~for~~contract ~~those~~inception, ~~goods.~~the ~~The~~ Company ~~applies~~reviews the ~~following~~contract ~~five-step model in order~~ to determine ~~this~~which ~~amount:~~performance ~~(i)~~obligations ~~identification of~~ the ~~promised~~Company ~~goods~~must indeliver ~~the~~and ~~contract;~~which ~~(ii) determination~~ of ~~whether~~these ~~the promised goods are~~ performance obligations, ~~including whether they~~ are distinct. inThe ~~the~~Company ~~context~~expects ofto ~~the~~recognize ~~contract;~~revenues ~~(iii)~~as ~~measurement~~the amount of the transaction price, ~~including~~that ~~the~~is ~~constraint~~allocated onto ~~variable~~the ~~consideration;~~respective ~~(iv)~~performance ~~allocation~~obligation ofwhen the ~~transaction price to the~~ performance ~~obligations;~~obligation ~~and~~is ~~(v)~~satisfied ~~recognition of revenue when (~~or as) ~~the~~it ~~Company~~is ~~satisfies each performance obligation~~satisfied.

~~F-8~~Stock ~~Table~~Based ofCompensation ~~Contents~~Expense

The Company ~~only~~records ~~applies~~stock-based ~~the~~compensation ~~five-step~~in ~~model~~accordance towith ~~contracts~~the ~~when~~provisions itof isFASB ~~probable~~ASC ~~that~~718, ~~the~~“Accounting ~~entity~~for ~~will~~Stock ~~collect~~Compensation,” ~~the~~which ~~consideration~~establishes itaccounting isstandards ~~entitled~~for totransactions in ~~exchange~~which ~~for~~an ~~the~~entity ~~goods~~exchanges orits ~~services~~equity itinstruments ~~transfers~~for togoods ~~the~~or ~~customer~~services. ~~Once~~In aaccordance ~~contract~~with isguidance ~~determined~~provided tounder ~~be within the scope of FASB~~ ASC ~~606~~Topic ~~at contract inception~~718, the Company ~~reviews~~recognizes ~~the~~an ~~contract~~expense tofor ~~determine~~the ~~which~~fair ~~performance~~value ~~obligations~~of ~~the~~its ~~Company~~stock ~~must~~awards ~~deliver~~at ~~and~~the ~~which~~time of ~~these~~grant ~~performance~~and ~~obligations~~the ~~are~~fair ~~distinct.~~value ~~The~~of ~~Company~~its ~~expects~~outstanding tostock ~~recognize~~options ~~revenues~~ as ~~the~~they ~~amount~~vest, ofwhether ~~the~~held ~~transaction~~by ~~price~~employees ~~that~~or isothers. ~~allocated~~As toof ~~the~~December ~~respective~~31, ~~performance~~2022 ~~obligation~~and ~~when~~2021, ~~the~~there ~~performance~~were ~~obligation~~no isoptions ~~satisfied or as it is satisfied~~outstanding.

~~Stock~~Page ~~Based~~30 ~~Compensation~~of ~~Expense~~49 Table of Contents

~~The~~Convertible Company records stock-based compensation in accordance with the provisions of FASB ASC 718, “Accounting for Stock Compensation,” which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. As of December 31, 2021 and 2020, there were no options outstanding.Debentures

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

If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). A BCF is recorded by the Company as a debt discount pursuant to FASB ASC 470-20 "Debt with Conversion and Other Options". In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt. As of December 31, 2021 and 2020 there were no convertible debentures outstanding and $99,265 of convertible debentures outstanding, respectively.Leases

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

~~The~~As ~~Company~~permitted ~~accounts~~under ~~for leases in accordance with~~ FASB ASC 842, ~~“Leases”.~~the ~~Based~~Company onhas ~~this~~made ~~standard,~~an ~~the~~accounting ~~Company~~policy ~~determines~~election ifnot anto ~~agreement~~apply isthe arecognition ~~lease~~provisions atto ~~inception.~~short ~~Operating~~term leases ~~are~~(leases ~~included~~with ina ~~operating~~ lease –term ~~right~~of totwelve ~~use,~~months ~~current~~or ~~portion~~less ofthat ~~operating~~do ~~lease~~not ~~liability,~~include ~~and~~an ~~operating~~option ~~lease~~to ~~liability,~~purchase ~~less~~the ~~current~~underlying ~~portion~~asset inthat the ~~Company’s~~lessee ~~consolidated~~is ~~balance~~reasonably ~~sheets.~~certain ~~Finance~~to ~~leases~~exercise); ~~are~~instead, ~~included~~the inCompany ~~property,~~will ~~plant~~recognize ~~and~~the ~~equipment,~~lease ~~net,~~payments ~~current~~for ~~portion~~short ~~in long-~~term ~~debt,~~leases ~~net~~on ~~and~~a ~~long~~straight-line basis over the lease term. ~~debt,~~The ~~less~~Company ~~current~~did ~~portion~~not ~~and~~have ~~debt~~any ~~issuance~~short-term ~~costs~~leases inat ~~the~~December ~~Company’s~~31, ~~consolidated~~2022 ~~balance~~and ~~sheets~~2021.

AsForeign ~~permitted~~Currency under FASB ASC 842, the Company has made an accounting policy election not to apply the recognition provisions to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. The Company did not have any short-term leases at December 31, 2021 and 2020.Translation

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

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

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

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

~~F-9~~The ~~Table~~Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of ~~Contents~~operations.

~~Recent~~(3) ~~Accounting~~Going ~~Pronouncements~~Concern

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

~~(3)~~Page ~~Going~~31 ~~Concern~~of 49 Table of Contents

As(4) ofProperty ~~December 31, 2021~~ and 2020, the Company has accumulated operating losses of $2,976,773 and $400,231, respectively, has yet to commence operations and has no product sales related to its patented battery storage technology that was acquired on September 11, 2020, all of which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, the Company is currently addressing its liquidity issues by continually seeking investment capital through private placement of common stock and debt. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that the Company will be able to complete any additional sales of equity securities or be able to arrange for other financing to fund planned business activities.Equipment

~~(4)~~ Property and ~~Equipment~~equipment consisted of the following at December 31:

Property and equipment consisted of the following at December 31:

	2022		2021

Leasehold improvements	$	566,467	$	-
Laboratory equipment		206,986		171,801
Other equipment		1,548		15,355
Total	$	775,001	$	187,156

	2021		2020
Laboratory equipment	$	171,801	$	174,263
Other equipment		15,355		-
Total	$	187,156	$	174,263

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

~~Property~~(5) ~~and~~Intellectual ~~equipment has not been placed in service and, as such, there was no depreciation expense for the years ended December 31, 2021 and 2020.~~Property

~~(5)~~ Intellectual ~~Property~~property at December 31, 2022 and 2021, in the amounts of $528,357 and $613,024, respectively, are net of reserves for impairment of $240,506 and $34,114, respectively, as of those dates. The intellectual property includes various super capacitor technology patents that were acquired on September 11, 2020 as part of the ZapCo Ltd acquisition, plus legal fees subsequently incurred directly related to these patents and additional patent applications. The Company has deferred amortizing the intellectual property until it begins revenue operations in order to more accurately match the expense with the revenue. As such, there was no amortization expense for the years ended December 31, 2022 and 2021.

Intellectual property at December 31, 2021 and 2020, in the amounts of $613,024 and $347,063, respectively, are net of a $34,114 impairment that was recorded at December 31, 2020. The intellectual property includes various super capacitor technology patents that were acquired on September 11, 2020 for $309,783 as part of the ZapCo Ltd (~~“ZapCo”~~6) ~~acquisition,~~Operating ~~plus~~Lease ~~$337,458~~ Right-of-Use ~~legal~~Assets ~~fees subsequently incurred directly related to these patents~~ and ~~additional~~Operating ~~patent~~Lease applications. The balance due ZapCo as of December 31, 2020 was $191,268, which was paid in the first quarter of 2021. The Company has deferred amortizing the intellectual property until it begins revenue operations in order to more accurately match the expense with the revenue. As such, there was no amortization expense for the years ended December 31, 2021 and 2020.Liabilities

~~(6)~~On ~~Operating~~May ~~Lease~~5, ~~Right~~2021, the Company entered into two short-~~of-Use~~term ~~Assets~~operating lease agreements for laboratory equipment. One lease runs through April 5, 2023 and ~~Operating~~the ~~Lease~~other ~~Liabilities~~through May 5, 2023 with monthly rental payments of $1,221 and $605, respectively.

~~OXC~~On July 31, 2021, the Company entered into ~~two~~a ~~third~~three-~~party~~year operating lease ~~agreements~~agreement for laboratory equipment. ~~Both~~The ~~leases~~lease ~~commenced~~runs onthrough ~~May~~July 531, ~~2021,~~2024 with ~~one~~monthly ~~going~~rental ~~through~~payments ~~April~~of 5approximately $4,600, ~~2023~~including ~~and~~VAT, ~~the~~plus ~~other~~utilities ~~through~~and ~~May~~a 5,pro-rata ~~2023,~~share ~~with~~of ~~monthly~~any ~~rental~~joint ~~payment~~charges ofas ~~$1,221~~reasonably ~~and~~determined ~~$605,~~by ~~respectively~~the landlord.

InOn ~~July~~August 2, 2021, ~~OXC~~the ~~executed~~Company aentered ~~thirty-six~~into ~~month~~a ~~non~~five-~~cancellable~~year operating lease agreement for laboratory ~~equipment~~in Oxfordshire, England. ~~Monthly~~The lease runs through August 2, 2026 with average monthly rental payments ~~are~~of approximately $48,~~600~~500, including VAT, ~~beginning~~plus ~~August~~utilities 1,and ~~2021~~a ~~through~~pro-rata ~~July~~share ~~31,~~of ~~2024~~any joint charges as reasonably determined by the landlord.

OnOperating ~~August~~lease 2,right-of-use ~~2021,~~assets ~~OXC~~and ~~entered~~liabilities ~~into~~are arecognized ~~five~~at ~~year~~the ~~non-cancellable~~present ~~operating~~value of the future lease ~~for~~payments ~~laboratory~~at ~~space~~the inlease ~~Oxfordshire,~~commencement ~~England~~date. The ~~cost~~interest ofrate ~~this~~used ~~space~~to determine the present value is anthe ~~average~~Company’s ~~monthly~~incremental ~~rent~~borrowing rate is estimated to be 10% as the interest rate implicit in most of ~~approximately~~the ~~$8,500~~Company’s leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. The Company recorded $167,012 ~~including~~and ~~VAT~~$78,816 ~~plus~~as ~~utilities~~operating lease expense for the years ended December 31, 2022 and a2021, ~~pro-~~respectively. ~~rated~~Such ~~share~~expense ofwas ~~any~~classified ~~joint~~in ~~charges~~general asand ~~reasonably~~administrative ~~determined~~expenses byon the ~~landlord~~consolidated statements of operations and comprehensive loss.

FRight-10of-use ~~Table~~assets consisted of ~~Contents~~the following at December 31:

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

	2022			2021

Operating leases	$	545,602		$	545,602
Less accumulated amortization		(176,987	)		(55,421	)
Total	$	368,615		$	490,181

~~Right-of-use~~Page ~~assets~~32 as of ~~December~~49 ~~31,~~Table ~~2021~~of ~~are summarized as follows:~~Contents

Operating leases	$	545,602
Less: accumulated amortization		(55,421	)
Right-of-use assets, net	$	490,181

Operating lease liabilities consisted of the following at December 31:

Operating lease liabilities as of December 31, 2021 are summarized as follows:

	2022		2021

Current portion	$	129,416	$	107,915
Long-term portion		271,808		401,224
Total	$	401,224	$	509,139

Operating leases	$	509,139
Less: current portion		(107,915	)
Long-term portion	$	401,224

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

Maturity of lease liabilities for the years ending December 31st is as follows:

2023	$	162,109
2024		131,700
2025		109,200
2026		63,700
Total		466,709
Less imputed interest		(65,485	)
Lease liabilities	$	401,224

2022	$	153,362
2023		162,109
2024		131,700
2025		109,200
2026		63,700
Total		620,071
Less: imputed interest		(110,932	)
Lease liabilities	$	509,139

(7) Payroll Taxes Payable

~~(7)~~On ~~Payroll~~August ~~Taxes~~27, ~~Payable~~2021, OXC entered into an installment payment arrangement with HM Revenue & Customs in England for the payroll taxes balance due of $364,538 at June 30, 2021 plus approximately $54,600 for the July payroll tax liability. Payments are to be made in five monthly installments of approximately $76,120 beginning in October 2021 with the final installment due in March 2022 of approximately $38,600 plus any interest that will be due. The outstanding balance at December 31, 2021 related to this installment payment arrangement was $191,840, which is included in payroll taxes payable on the consolidated balance sheets and was paid off in 2022.

On ~~August~~April 272, ~~2021~~2022, OXC entered into an additional installment payment arrangement with HMHMRC ~~Revenue & Customs in England~~ for ~~the~~ payroll taxes ~~balance~~liabilities ~~due~~ of approximately $~~364~~277,~~538 at June 30~~000, ~~2021~~including ~~plus~~the ~~approximately~~ $5438,600 ~~for~~balance due from the ~~July~~previous ~~payroll~~installment ~~tax~~payment ~~liability~~arrangement. Payments ~~are~~were to be in made in ~~five~~four monthly installments of approximately $7669,~~120~~250 each beginning in ~~October~~May ~~2021~~2022 ~~with~~through August 2022, but were put on hold while the ~~final~~R&D ~~installment~~income ~~due~~tax incredits through March 31, 2022 ofwere ~~approximately~~being ~~$38,600~~processed ~~plus~~by ~~any~~the ~~interest~~HM ~~that~~Revenue ~~will~~& ~~be due~~Customs. ~~The~~Although ~~outstanding~~the ~~balance~~R&D atincome ~~December~~tax ~~31,~~credits ~~2021~~were ~~related~~finalized toand ~~this~~remitted ~~installment~~to ~~payment~~OXC ~~arrangement~~on ~~was~~August ~~$191~~24,~~840~~ ~~and~~2022, isan ~~included~~updated ininstallment ~~payroll~~payment ~~taxes~~arrangement ~~payable~~has onyet ~~the~~to ~~consolidated~~be ~~balance~~established ~~sheets~~with ~~was~~HM ~~paid~~Revenue ~~off~~& ~~in 2022~~Customs.

~~(8)~~Payroll ~~Due~~taxes Topayable ~~Stockholders~~at December 31, 2022 and 2021 were $386,001 and $398,299, respectively.

~~The~~On ~~balances~~January ~~at December 31~~13, ~~2021 and 2020 of $5~~2023,~~859~~ ~~and~~OXC ~~$165,913,~~entered ~~respectively,~~into ~~represent~~an ~~monies~~additional ~~advanced~~installment topayment ~~the~~arrangement ~~Company~~with byHMRC ~~three~~as ~~stockholders,~~described ~~who~~in ~~are~~Note ~~also officers~~17, ~~for~~Subsequent ~~working capital purposes~~Events. ~~These amounts are unsecured, non-interest bearing and payable upon demand. As such, these balances has been classified as a current liability.~~

~~F-11~~(8) ~~Table~~Due ofTo ~~Contents~~Stockholders

~~(9)~~Due ~~Note~~to ~~Payable~~stockholders ~~Related~~totaled ~~Party~~$610,908 and $5,859 as of December 31, 2022 and 2021, respectively. The balance as of December 31, 2022 represents monies advanced to CIE for working capital purposes by the President of COUV, who is also a director and stockholder. The balance as of December 31, 2021 represents monies advanced to CIE for working capital purposes by the Chief Financial Officer of COUV, who is also a stockholder. These amounts are unsecured, non-interest bearing, and payable upon demand.

On December 31, 2021, OXC executed a promissory note with an entity that is beneficially owned and controlled by the President of the Company, who is also a director and stockholder, in the amount of $585,000. This note is unsecured, accrues interest at a rate of 1.(9%) ~~per~~Note ~~annum,~~Payable ~~and~~Due itTo isRelated ~~payable on demand. As such, this balance has been classified as a current liability.~~Party

~~(10)~~On ~~Notes~~December ~~Payable~~31, 2021, CIE executed a promissory note in the amount of $585,000 due to an entity that is beneficially owned and controlled by the President of COUV, who is also a director and stockholder, and received proceeds in the same amount for working capital purposes. This note is unsecured, accrues interest at a rate of 1.9% per annum, and is payable on demand. Principal outstanding in connection with this note totals $585,000 as of December 31, 2022 and 2021. Accrued interest outstanding in connection with this note totals $11,115 and zero as of December 31, 2022 and 2021, respectively, which is included within accounts payable and accrued expenses on the consolidated balance sheets. Interest expense in connection with this note totals $11,115 and zero for the years ended December 31, 2022 and 2021, respectively.

~~Notes~~Page ~~payable~~33 atof ~~December~~49 ~~31,~~Table ~~2021 and 2020 in the amount~~ of $70,039 and $71,042, respectively, represents monies advanced to the Company by two unrelated individuals for working capital purposes. The amount due is unsecured, non-interest bearing and payable upon demand. As such, this balance has been classified as a current liability.Contents

On(10) ~~August~~Notes 23, 2021, CIE received $95,000 pursuant to a promissory note with COUV. This note accrued interest at a rate of 8% per annum and had a maturity date of August 22, 2022. On November 12, 2021 CIE and COUV closed the Share Exchange Agreement dated April 13, 2021 and this note, plus all accrued interest through the date of closing, was forgiven. As such, the entire balance was re-classed to additional paid-in-capital, which was eliminated in consolidation.Payable

On various dates from February 16 through October 2926, ~~2021~~2022, CIE ~~received~~executed promissory notes in amounts totaling $~~240~~190,000 ~~pursuant~~due to aan ~~promissory~~unrelated ~~note~~third ~~with~~party ~~COUV~~and received proceeds in the same amount for working capital purposes. ~~This~~These ~~note~~notes ~~accrued~~are unsecured, accrue interest at arates ~~rate~~ranging offrom 83% to 15% per annum, and ~~has~~have a maturity ~~date~~dates ofranging ~~October~~from 28on demand to June 23, ~~2022~~2023. OnPrincipal ~~November~~outstanding ~~12,~~in ~~2021~~connection ~~CIE~~with ~~and~~these ~~COUV~~notes ~~closed~~totals ~~the~~$190,000 ~~Share~~and ~~Exchange~~zero ~~Agreement~~as ~~dated~~of ~~April~~December 1331, ~~2021~~2022 and ~~this note~~2021, ~~plus~~respectively. ~~all~~Accrued ~~accrued~~ interest ~~through~~outstanding ~~the~~in ~~date~~connection with these notes totals $10,148 and zero as of ~~closing~~December 31, ~~was~~2022 ~~forgiven.~~and As2021, ~~such~~respectively, which is included within accounts payable and accrued expenses on the ~~entire~~consolidated balance ~~was~~sheets. ~~re-classed~~Interest toexpense ~~additional paid-~~in~~-capital~~ connection with these notes totals $10,113 ~~which~~and ~~was~~zero ~~eliminated~~for inthe ~~consolidation~~years ended December 31, 2022 and 2021, respectively.

~~(11)~~On ~~Convertible~~April ~~Notes~~5, ~~Payable~~2022, CIE executed a promissory note in the amount of $275,000 due to an unrelated third party and received proceeds of $250,000 for working capital purposes. This note is unsecured, accrues interest at the rate of 15% per annum, and matures on May 5, 2023. The difference of $25,000 was recorded as a debt discount and is being amortized to interest expense on a straight-line basis through the maturity date of the note. Principal outstanding in connection with this note totals $275,000 and zero as of December 31, 2022 and 2021, respectively. Accrued interest outstanding in connection with this note totals $30,061 and zero as of December 31, 2022 and 2021, respectively, which is included within accounts payable and accrued expenses on the consolidated balance sheets. Interest expense in connection with this note totals $30,061 and zero for the years ended December 31, 2022 and 2021, respectively. Amortization of debt discount expense in connection with this note totals $17,008 and zero for the years ended December 31, 2022 and 2021, respectively. The unamortized debt discount in connection with this note is $7,992 and zero as of December 31, 2022 and 2021, respectively, which results in a discounted note balance of $267,008 and zero as of December 31, 2022 and 2021, respectively.

On ~~April~~August 1310, ~~2021~~2022, CIE executed a ~~convertible~~promissory note ~~payable~~in ~~for~~the amount of $1125,~~500,~~000 ~~with~~due ~~Corporate~~to ~~Universe,~~an ~~Inc.~~unrelated ~~(“COUV”,~~third orparty ~~the “Holder”) that superseded~~ and ~~included~~received ~~two~~proceeds ~~previous~~in ~~promissory~~the ~~notes~~same ~~with~~amount ~~OXC~~ for ~~$100,000~~working ~~and~~capital ~~$400,000~~purposes. ~~dated~~This ~~December~~note ~~20,~~is ~~2020 and January 25~~unsecured, ~~2021,~~accrues ~~respectively,~~interest ~~plus~~at anthe ~~additional~~rate ~~$1,000,000~~ of ~~funding~~15% ~~from~~per ~~COUV~~annum, ~~that~~and ismatures ~~party~~on toJune ~~the share exchange agreement with CIE dated April 13~~28, ~~2021~~2023. ~~The~~Principal ~~two~~outstanding ~~previous~~in ~~promissory~~connection ~~notes~~ with ~~OXC~~this ~~accrued~~note ~~interest~~totals ~~from~~$125,000 ~~the~~and ~~respective~~zero ~~effective~~as ~~dates at a rate~~ of ~~10%~~December ~~per annum through April 13~~31, ~~2021~~2022 and ~~the $1~~2021,~~500,000~~ ~~convertible~~respectively. ~~note~~Accrued ~~accrues~~ interest atoutstanding ain ~~rate~~connection ofwith 8%this ~~per~~note ~~annum~~totals ~~beginning April 13~~$7,346 ~~2021~~and ~~through~~zero ~~the~~as ~~closing~~of ~~date~~December of31, ~~the~~2022 ~~share~~and ~~exchange~~2021, ~~agreement.~~respectively, Onwhich ~~November~~is ~~12,~~included ~~2021~~within ~~CIE~~accounts payable and ~~COUV~~accrued ~~closed~~expenses on the ~~Share~~consolidated ~~Exchange~~balance ~~Agreement~~sheets. ~~dated~~Interest ~~April~~expense ~~13,~~in ~~2021~~connection ~~and~~with this note, ~~plus~~totals ~~all~~$7,346 ~~accrued~~and ~~interest~~zero ~~through~~for the ~~date~~years ofended ~~closing,~~December ~~was forgiven. As such~~31, ~~the~~2022 ~~entire~~and ~~balance was re-classed to additional paid-in-capital~~2021, ~~which was eliminated in consolidation~~respectively.

~~(12)~~On ~~Share~~various ~~Exchange~~dates ~~Agreements~~from December 22, 2022 through December 27, 2022, COUV executed a series of promissory notes in various face amounts totaling $530,000 due to unrelated third parties and received proceeds in the same amount for working capital purposes. These notes are unsecured, accrue interest at the rate of 10% per annum, and mature on various dates from December 22, 2023 through December 27, 2023. Under the terms of this financing, COUV issued 13,250,000 shares of its common stock. Such shares were valued at $530,000 utilizing $0.04 per share based upon COUV’s most recent issuance of common shares in exchange for cash. Therefore, the proceeds from this transaction were allocated equally between the issuance of the promissory notes and the shares for accounting purposes. This resulted in a $265,000 debt discount associated with the promissory notes which is being amortized to interest expense on a straight-line basis through the maturity date of the notes. Principal outstanding in connection with these notes totals $530,000 and zero as of December 31, 2022 and 2021, respectively. Accrued interest outstanding in connection with these notes totals $951 and zero as of December 31, 2022 and 2021, respectively, which is included within accounts payable and accrued expenses on the consolidated balance sheets. Interest expense in connection with these notes totals $951 and zero for the years ended December 31, 2022 and 2021, respectively. Amortization of debt discount expense in connection with these notes totals $4,754 and zero for the years ended December 31, 2022 and 2021, respectively. The unamortized debt discount in connection with this note is $260,246 and zero as of December 31, 2022 and 2021, respectively, which results in discounted note balances of $269,754 and zero as of December 31, 2022 and 2021, respectively.

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

On ~~April~~various 13dates from July 26, ~~2021~~2022 through November 29, 2022, CIE ~~entered~~executed ~~into~~ a ~~Share~~series ~~Exchange~~of ~~Agreement~~promissory ~~with~~notes ~~COUV~~in ~~whereby~~amounts ~~COUV~~totaling ~~would~~$206,500 ~~receive~~due ~~100%~~to unrelated third parties and received proceeds of ~~the~~$199,866 ~~common~~for ~~stock~~working capital purposes. The difference of ~~CIE~~$6,634 relates to transaction fees which were immediately expensed and classified in ~~exchange~~general ~~for~~and ~~the~~administrative ~~issuance~~expenses. byThese ~~COUV~~notes are unsecured, accrue interest at the rate of ~~100~~10% per annum,~~000~~ and mature on June 15,~~000~~ ~~shares~~2024. ofPrincipal ~~newly~~outstanding ~~issued~~in ~~common~~connection ~~stock~~with tothese ~~the~~notes ~~stockholders~~totals $206,500 and zero as of ~~CIE~~December 31, 2022 and 2021, respectively. ~~The~~Accrued ~~closing~~interest ofoutstanding ~~the~~in ~~exchange~~connection ~~took~~with ~~place~~these onnotes ~~November~~totals 12$7,374 and zero as of December 31, 2022 and 2021, (respectively. Interest expense in connection with these notes totals $7,374 and zero for the ~~“Closing~~years ~~Date”)~~ended December 31, 2022 and 2021, respectively.

InThese ~~addition,~~notes ~~the~~will ~~stockholders~~convert ofinto CIE ~~received~~common ~~100,000~~ shares inupon athe ~~newly~~completion ~~created Series D Convertible Preferred Stock in COUV on a pro-rata basis, which can be convertible into an additional 60%~~ of ~~issued and outstanding shares of~~ the COUV ~~common~~reorganization ~~stock~~and ~~from~~ the ~~Closing~~occurrence ~~Date~~of atone ~~the option~~ of the ~~holder. This would result in the issuance of approximately 1,044,000,000 additional shares of COUV common stock upon conversion.~~following:

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

a)	A CIE equity financing of $3,000,000 or more. In this scenario, the notes and accrued interest will convert into shares of CIE common stock at the price per share paid by new investors in such equity financing discounted by 20%.

b)	The maturity of the notes on June 15, 2024. In this scenario, the notes and accrued interest will convert into shares of CIE common stock at a price per share equal to the average of the last reported sales price for each of the ten trading days immediately prior to the maturity date. If the shares of CIE common stock are not listed on a securities exchange at that time, then the fair market value per share shall be determined by the CIE Board of Directors.

~~F-12~~Page 34 of 49 Table of Contents

(1312) ~~Equity~~Share Exchange Agreements

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

~~The~~On ~~Company~~April ~~has~~13, 12021,~~000,000~~ ~~Shares~~CIE ofentered ~~Preferred~~into ~~Stock~~a ~~authorized~~Share Exchange Agreement with aCOUV ~~par~~whereby ~~value~~COUV would receive 100% of ~~$0.0001.~~the ~~The~~common ~~Company~~stock ~~has~~of ~~allocated~~CIE ~~100,000~~in ~~Shares~~exchange for ~~Series~~the Cissuance ~~Preferred,~~by COUV of 100,000,000 ~~Shares~~shares ~~for~~of ~~Series~~newly Dissued ~~Preferred,~~common ~~81,100~~stock ~~Shares~~to ~~for~~the ~~Series~~stockholders Eof ~~Preferred,~~CIE. ~~100,000~~The ~~Shares~~closing ~~for~~of ~~Series~~the Fexchange ~~Preferred~~took ~~and~~place 25on ~~Shares~~November ~~for~~12, ~~Series~~2021 G(the ~~Preferred~~“Closing Date”).

~~Series~~In Eaddition, —the Asstockholders of ~~December~~CIE 31received 100,000 ~~2021~~shares ~~and~~in ~~2020,~~a ~~there~~newly ~~are~~created 81Series D Convertible Preferred Stock in COUV on a pro-rata basis,~~032~~ ~~and~~which 0can ~~shares~~be convertible into an additional 60% of issued and outstanding, ~~respectively.~~shares ~~The~~of ~~Series~~the ECOUV ~~Preferred~~common ~~has~~stock from the ~~following~~Closing ~~designations:~~Date at the option of the holder. This would result in the issuance of approximately 1,044,000,000 additional shares of COUV common stock upon conversion.

·In ~~Convertible~~accordance atwith ~~option~~FASB ofASC ~~holder;~~805, 1“Business ~~preferred~~Combinations” ~~share~~and isFASB ~~convertible~~ASC ~~into~~250, 1“Accounting Changes and Error Corrections”,~~000~~ ~~common~~when ~~shares~~an ·accounting ~~The~~change ~~holders~~results in financial statements that are, ~~entitled~~in effect, the statements of a different reporting entity, the change shall be retrospectively applied to ~~receive~~the ~~dividends~~financial ifstatements ~~and~~of ~~when~~all ~~declared.~~prior ·periods presented to show financial information for the new reporting entity for those periods. The ~~Series~~financial Estatements ~~holders~~of ~~are~~the ~~entitled~~receiving toentity ~~receive~~shall ~~liquidation~~report results of operations for the period in ~~preference~~which tothe transfer occurs as though the ~~common~~transfer ~~holders~~of net assets or ~~any~~exchange ~~other~~of ~~class~~equity orinterests ~~series~~had occurred at the beginning of ~~preferred~~the ~~stock~~period. ·Results ~~Voting:~~of ~~The~~operations ~~Series~~for Ethat ~~holders~~period ~~are~~will ~~entitled~~thus comprise those of the previously separate entities combined from the beginning of the period to ~~vote~~the ~~together~~date ~~with~~the transfer is completed and those of the ~~common~~combined ~~holders~~operations asfrom athat ~~single~~date ~~class~~to ~~representing~~the ~~100~~end ~~votes~~of the period.

~~Series~~(13) FEquity ~~—As of December 31, 2021 and 2020 there were 100,000 and 0 shares issued and outstanding, respectively. The Series F Preferred has the following designations:~~

·Preferred Convertible at option of holder; 1 preferred share is convertible into $0.25 per share (4,000,000 common shares) · The holders are entitled to receive dividends if and when declared. · The Series F holders are entitled to receive liquidation in preference to the common holders but not above the Series E preferred stock. · Voting: The Series F holders are entitled to vote together with the common holders as a single class representing 100 votes.Stock

~~Series~~The GCompany —has As1,000,000 Shares of ~~December~~Preferred 31Stock authorized with a par value of $0.0001. The Company has allocated 100,000 ~~2021~~Shares ~~and~~for ~~2020~~Series ~~there~~C ~~were~~Preferred, 20100,000 ~~and~~Shares 0for ~~shares~~Series ~~issued~~D ~~and~~Preferred, ~~outstanding~~81,100 ~~respectively.~~Shares ~~The~~for Series GE Preferred, ~~has~~100,000 ~~the~~Shares ~~following~~for ~~designations:~~Series F Preferred and 25 Shares for Series G Preferred.

·Series ~~Each~~E ~~share~~— isAs ~~convertible at option~~ of ~~holder~~December ~~into 4~~31,~~000,000~~ ~~common~~2022 ~~shares~~and ·2021, ~~The~~there ~~holders~~were ~~are~~81,032 ~~entitled~~shares toissued ~~receive dividends if~~ and ~~when declared~~outstanding. · The Series GE ~~holders~~Preferred ~~are~~has ~~entitled to receive liquidation in preference to~~ the ~~common~~following ~~holders and any subsequent issuances of preferred stock. · Voting~~designations: ~~Each share of the Series G holders is entitled to 4,000,000 votes on all matters before the common stock shareholders.~~

~~Series~~· CConvertible —at Asoption of ~~December~~holder; ~~31,~~1 ~~2021~~preferred ~~and~~share ~~2020~~is convertible into 1,000 ~~there~~common shares · The holders are noentitled ~~Series~~to Creceive ~~shares~~dividends ~~outstanding~~if and when declared. · The Series CE ~~Preferred~~holders ~~has~~are entitled to receive liquidation in preference to the ~~following~~common ~~designations~~holders or any other class or series of preferred stock. · Voting: The Series E Holders are entitled to vote together with the common holders with an amount of votes equal to the amount of shares of common stock into which their shares are convertible.

·Series ~~Convertible~~F ~~into~~—As ~~common~~of ~~upon~~December ~~the~~31, ~~Company~~2022 ~~completing~~and a2021 ~~reverse~~there ~~stock~~were ~~split~~100,000 ~~upon~~shares ~~which the amount converted will equal 20% of the~~ issued and outstanding ~~common shares per the reverse split~~. · The holders are entitled to receive dividends on par with common on an as converted basis. · In the event of reorganization this Class of Preferred will not be affected by any such capital reorganization. · Voting: The holder of this Series ofF Preferred ~~shall~~has ~~be entitled to vote representing 20% of~~ the ~~votes~~following ~~eligible to be cast in the matter.~~designations:

~~Series~~· DConvertible —at Asoption of ~~December~~holder; ~~31,~~1 ~~2021~~preferred ~~and~~share ~~2020~~is ~~there~~convertible ~~were~~into ~~100~~$0.25 per share (4,000,000 common shares) ~~issued~~· The holders are entitled to receive dividends if and ~~outstanding~~when declared. · The Series DF ~~Preferred~~holders ~~has~~are entitled to receive liquidation in preference to the ~~following~~common ~~designations~~holders but not above the Series E preferred stock. · Voting: The Series F Holders are entitled to vote together with the common holders with an amount of votes equal to the amount of shares of common stock into which their shares are convertible.

	·	Each share is convertible at option of holder into 12,938 common shares
	·	Voting: Each share of the Series D holders is entitled to 12,938 votes on all matters before the common stock shareholders.

Page 35 of 49

Table of Contents

~~The~~Series ~~Company~~G ~~has~~— ~~evaluated~~As ~~each series~~ of ~~the~~December ~~Preferred~~31, ~~Stock~~2022 ~~for~~and ~~proper~~2021 ~~classification~~there ~~under~~were ~~FASB~~20 ~~ASC~~shares ~~480~~issued ~~“Distinguishing~~and ~~Liabilities~~outstanding. ~~from~~The ~~Equity”~~Series ~~and~~G ~~FASB~~Preferred ~~ASC~~has ~~815~~the ~~“Derivatives~~following ~~and Hedging”.~~designations:

~~F-13~~· ~~Table~~Each share is convertible at option of ~~Contents~~holder into 4,000,000 common shares · The holders are entitled to receive dividends if and when declared. · The Series G holders are entitled to receive liquidation in preference to the common holders and any subsequent issuances of preferred stock. · Voting: Each share of the Series G Holders are entitled to vote together with the common holders with an amount of votes equal to the amount of shares of common stock into which their shares are convertible.

~~FASB~~Series ~~ASC~~C ~~480~~— ~~generally~~As ~~requires~~of ~~liability~~December ~~classification~~31, ~~for~~2022 ~~financial~~and ~~instruments that are certain to be redeemed~~2021, ~~represent~~there ~~obligations~~were tono ~~purchase~~Series ~~shares~~C ~~of stock or represent obligations to issue a variable number of common~~ shares outstanding. The ~~Company~~Series ~~concluded~~C ~~that each series of~~ Preferred ~~Stock~~has ~~was not within~~ the ~~scope~~following ~~of ASC 480 because none of the three conditions for liability classification was present.~~designations:

~~FASB~~· ~~ASC~~Convertible ~~815~~into ~~generally~~common ~~requires~~upon an analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the ~~risks~~Company ofcompleting ~~the~~a ~~host~~reverse ~~contract.~~stock ~~However,~~split inupon ~~order~~which ~~to perform this analysis,~~ the ~~Company~~amount ~~was~~converted ~~first~~will ~~required~~equal to20% ~~evaluate~~of the ~~economic~~issued ~~risks~~ and ~~characteristics~~outstanding ofcommon ~~each~~shares ~~series~~per of the ~~Preferred~~reverse ~~Stock in its entirety as being either akin to equity or akin to debt~~split. · The Company’s evaluation concluded that each series of Preferred Stock was more akin to an equity-like contract largely due to the fact the financial instrument is not mandatorily redeemable for cash and the holders are ~~not~~ entitled to ~~any~~receive dividends. ~~Other~~on ~~features~~par ofwith ~~the~~common ~~Preferred~~on ~~Stock~~an ~~that~~as ~~operate~~converted ~~like~~basis. ~~equity,~~· ~~such~~In as the ~~conversion~~event ~~option~~of ~~and~~reorganization ~~voting~~this ~~feature,~~Class ~~afforded~~of ~~more~~Preferred ~~evidence,~~will innot ~~the~~be ~~Company’s~~affected ~~view,~~by ~~that~~any ~~the~~such ~~instrument~~capital ~~is more akin to equity~~reorganization. As· aVoting: ~~result,~~The ~~the~~holder ~~embedded~~of ~~conversion~~this ~~features~~Series ~~are~~of ~~clearly~~Preferred ~~and~~shall ~~closely~~be ~~related~~entitled to ~~their~~vote ~~equity~~representing ~~host~~20% ~~instruments.~~of ~~Therefore,~~ the ~~embedded~~votes ~~conversion~~eligible ~~features~~to dobe ~~not~~cast ~~require~~in ~~bifurcation~~the ~~and classification as derivative liabilities~~matter.

~~(14)~~Series ~~Income~~D ~~Taxes~~— As of December 31, 2022 and 2021 there were 100,000 shares issued and outstanding. The Series D Preferred has the following designations:

The Company adopted the provisions of uncertain tax positions as addressed in FASB ASC 740-10-65-1. As a result of the implementation of FASB ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits. As of December 31, 2021, the Company had net operating loss carry forwards of $3,576,430 that may be available to reduce future years’ taxable income in varying amounts through 2036. Future tax benefits which may arise as a result of these losses have not been recognized in these consolidated financial statements, as their realization is determined not likely to occur and, accordingly, the Company has recorded a full valuation allowance equal to the deferred tax asset relating to these tax loss carry-forwards of approximately $750,000 and $115,000 as of December 31, 2021 and 2020, respectively.

	·	Each share is convertible at option of holder into 12,938 common shares
	·	Voting: Each share of the Series D holders is entitled to 12,938 votes on all matters before the common stock shareholders.

The Company ~~periodically~~has ~~evaluates~~evaluated ~~the~~each ~~likelihood~~series of the ~~realization~~Preferred ofStock ~~deferred~~for ~~tax~~proper ~~assets,~~classification ~~and~~under ~~adjusts~~FASB ~~the~~ASC ~~carrying~~480 ~~amount~~“Distinguishing ofLiabilities ~~the~~from ~~deferred~~Equity” ~~tax~~and ~~assets~~FASB byASC ~~the~~815 ~~valuation~~“Derivatives allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and ~~other relevant factors~~Hedging”.

~~Future~~FASB ~~changes~~ASC in480 ~~the~~generally ~~unrecognized~~requires ~~tax~~liability ~~benefit~~classification ~~will~~for ~~have~~financial noinstruments ~~impact~~that onare ~~the~~certain ~~effective~~to ~~tax~~be ~~rate~~redeemed, ~~due~~represent obligations to ~~the~~purchase ~~existence~~shares of ~~the~~stock ~~valuation~~or ~~allowance.~~represent ~~The~~obligations ~~Company~~to ~~estimates~~issue ~~that~~a ~~the~~variable ~~unrecognized~~number ~~tax~~of ~~benefit~~common ~~will not change significantly within the next twelve months~~shares. The Company ~~will~~concluded ~~continue~~that toeach ~~classify~~series ~~income tax penalties and interest as part~~ of ~~general~~Preferred ~~and~~Stock ~~administrative~~was ~~expense~~not inwithin ~~its~~the ~~consolidated~~scope ~~statements~~ of ~~operations~~ASC ~~and~~480 ~~comprehensive~~because ~~loss.~~none ~~There~~of ~~were~~the nothree ~~interest~~conditions orfor ~~penalties~~liability ~~accrued~~classification aswas ~~of December 31, 2021 or 2020~~present.

~~The~~FASB ~~R&D~~ASC ~~income~~815 ~~tax~~generally ~~credits~~requires an analysis of embedded terms and features that have characteristics of derivatives to be evaluated for ~~the~~bifurcation ~~year~~and ~~ended~~separate ~~December~~accounting ~~31,~~in ~~2021~~instances where their economic risks and ~~2020~~characteristics ~~were~~are ~~$437,994~~not clearly and ~~$146~~closely related to the risks of the host contract. However,~~408~~ in order to perform this analysis, ~~respectively~~the Company was first required to evaluate the economic risks and characteristics of each series of the Preferred Stock in its entirety as being either akin to equity or akin to debt. The ~~balance~~Company’s evaluation concluded that each series of Preferred Stock was more akin to an equity-like contract largely due ~~from~~to the ~~HMRC~~fact the financial instrument is not mandatorily redeemable for ~~these~~cash ~~R&D~~and ~~income~~the ~~tax~~holders ~~credits~~are asnot entitled to any dividends. Other features of ~~December~~the 31Preferred Stock that operate like equity, ~~2021~~such as the conversion option and ~~2020~~voting ~~was~~feature, ~~$590~~afforded more evidence,~~132~~ ~~and~~in ~~$148~~the Company’s view,~~955~~ that the instrument is more akin to equity. As a result, ~~respectively~~the embedded conversion features are clearly and closely related to their equity host instruments. Therefore, the embedded conversion features do not require bifurcation and classification as derivative liabilities.

(1514) ~~Commitments~~Income ~~and Contingencies~~Taxes

~~During~~As ~~the~~of ~~normal~~December ~~course~~31, ~~of business~~2022, the Company ~~may~~had benet ~~exposed~~operating toloss ~~litigation.~~carry ~~When~~forwards ~~the Company becomes aware~~ of ~~potential~~approximately ~~litigation~~$5,132,000 itthat ~~evaluates~~may ~~the~~be ~~merits~~available ofto ~~the~~reduce ~~case~~future inyears’ ~~accordance~~taxable ~~with~~income ~~FASB~~in ~~ASC~~varying ~~450-20-50,~~amounts ~~“Contingencies”~~through 2037. ~~The~~Future ~~Company~~tax ~~evaluates~~benefits ~~its~~which ~~exposure~~may toarise ~~the~~as ~~matter,~~a ~~possible~~result ~~legal~~of orthese ~~settlement~~losses ~~strategies~~have ~~and~~not ~~the~~been ~~likelihood~~recognized ofin anthese ~~unfavorable~~consolidated ~~outcome.~~financial Ifstatements, ~~the~~as ~~Company~~their ~~determines~~realization ~~that~~is andetermined ~~unfavorable~~not ~~outcome~~likely isto ~~probable~~occur and, ~~can~~accordingly, bethe ~~reasonably~~Company ~~estimated,~~has itrecorded ~~establishes~~a ~~the~~full ~~necessary~~valuation ~~accruals.~~allowance Asequal ofto ~~December~~the ~~31,~~deferred ~~2021~~tax ~~and~~asset ~~2020,~~relating ~~the~~to ~~Company~~these istax ~~not~~loss ~~aware~~carry-forwards of ~~any~~approximately ~~contingent~~$1,078,000 ~~liabilities~~and ~~that~~$750,000 ~~should~~as beof ~~reflected~~December in31, ~~the~~2022 ~~consolidated~~and ~~financial~~2021, ~~statements~~respectively.

OnThe ~~March~~Company ~~31,~~periodically ~~2021,~~evaluates ~~CIE~~the ~~entered~~likelihood ~~into~~of ~~an employment agreement with~~ the ~~Chief~~realization ~~Executive~~of ~~Officer~~deferred ~~(“CEO”),~~tax ~~who is also a director~~assets, ~~for~~and anadjusts ~~initial~~the ~~term~~carrying ofamount ~~one year with a base salary~~ of ~~$465,000~~the ~~per~~deferred ~~annum~~tax ~~paid~~assets ~~in equal monthly installments, less applicable withholdings and deductions as required~~ by ~~law.~~the ~~The~~valuation ~~Company~~allowance ~~shall~~to ~~review~~ the ~~base~~extent ~~salary~~the onfuture anrealization ~~annual~~of ~~basis~~the ~~and~~deferred ~~has~~tax ~~the~~assets ~~right,~~is ~~but~~ not ~~the~~judged ~~obligation~~ to ~~increase~~be ~~it,~~more ~~but~~likely ~~has~~than nonot. ~~right~~The toCompany ~~decrease~~considers ~~the~~many ~~base~~factors ~~salary.~~when ~~This~~assessing ~~agreement~~the ~~automatically~~likelihood ~~extends~~of ~~for~~future ~~additional~~realization ~~terms~~ of ~~one~~its ~~year~~deferred ~~unless~~tax ~~either~~assets, ~~party~~including ~~gives~~its atrecent ~~least~~cumulative ~~six~~earnings ~~months~~experience ~~prior~~by ~~written~~taxing ~~notice~~jurisdiction, expectations of ~~non-~~future ~~renewal~~taxable ~~during~~income ~~the initial term~~ or ~~the then current renewal term. In addition~~loss, the ~~CEO~~carryforward isperiods ~~entitled~~available to ~~receive an annual bonus up to $400,000 if~~ the Company ~~meets~~for ortax ~~exceeds~~reporting ~~criteria~~purposes, ~~adopted~~and byother ~~the~~relevant ~~Compensation Committee of the Board of Directors on an annual basis~~factors.

~~F-14~~Page 36 of 49 Table of Contents

OnFuture ~~April~~changes ~~12,~~in ~~2021, CIE entered into an employment agreement with~~ the ~~Chief~~unrecognized ~~Financial~~tax ~~Officer~~benefit ~~(“CFO”)~~will ~~who~~have isno ~~also~~impact aon ~~director,~~the ~~for~~effective antax ~~initial~~rate ~~term~~due ofto ~~one~~the ~~year~~existence ~~with a base salary~~ of ~~$250,000~~the ~~per~~valuation ~~annum paid in equal monthly installments, less applicable withholdings and deductions as required by law~~allowance. The Company isestimates ~~also~~that ~~obligated to increase~~ the ~~base~~unrecognized ~~salary~~tax onbenefit anwill ~~annual~~not ~~basis~~change ~~between~~significantly ~~$15,000~~within ~~and $30,000 at~~ the ~~discretion~~next oftwelve ~~the Compensation Committee of the Board of Directors~~months. The ~~CFO~~Company iswill ~~also~~continue ~~entitled~~ to ~~receive~~classify aincome ~~car~~tax ~~allowance~~penalties ~~of $1,000 per month~~ and ~~five~~interest ~~weeks~~as ~~paid~~part ~~vacation per year. This agreement automatically extends for additional terms~~ of ~~one~~general ~~year~~and ~~unless~~administrative ~~either~~expense ~~party~~in ~~gives~~its atconsolidated ~~least~~statements ~~six months prior written notice~~ of ~~non-renewal~~operations ~~during~~and ~~the~~comprehensive ~~initial term or the then current renewal term~~loss. InThere ~~addition,~~were ~~the~~no ~~CFO~~interest isor ~~entitled~~penalties toaccrued ~~receive~~as ~~a bonus determined by the Compensation Committee~~ of ~~the~~December ~~Board~~31, of2022 ~~Directors~~or ~~on an annual basis~~2021.

~~(16)~~The ~~Concentration~~R&D income tax credits for the years ended December 31, 2022 and 2021 were $330,183 and $437,994, respectively. The balance due from the HMRC for these R&D income tax credits as of ~~Credit~~December ~~Risk~~31, 2022 and 2021 was $0 and $590,132, respectively.

~~The~~(15) ~~Company~~Commitments ~~maintains cash balances in interest~~ and non-interest bearing bank accounts, none of which exceeded federally insured limits as of December 31, 2021 or 2020. The Company has not experienced any losses in any of its accounts and management believes not to be exposed to any significant credit risk on cash.Contingencies

~~(17)~~During ~~Subsequent~~the ~~Events~~normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, “Contingencies”. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of December 31, 2021 and 2020, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.

~~From~~On ~~January~~March 131, ~~2022~~2021, ~~through~~CIE ~~May~~entered 10into an employment agreement with the Chief Executive Officer (“CEO”), ~~2022~~who is also a director, ~~the~~for an initial term of one year with a base salary of $465,000 per annum paid in equal monthly installments, less applicable withholdings and deductions as required by law. The Company ~~sold~~shall review the base salary on an annual basis and ~~issued~~has 26the right,~~425~~ but not the obligation to increase it,~~000~~ ~~shares~~but has no right to decrease the base salary. This agreement automatically extends for additional terms of ~~restricted~~one ~~common~~year ~~stock~~unless toeither ~~unrelated~~party ~~third~~gives ~~parties~~at inleast asix ~~series~~months prior written notice of ~~private~~non- ~~placements~~renewal ~~for~~during $0the initial term or the then current renewal term.04 ~~per~~In ~~share~~addition, ~~totaling~~the CEO is entitled to receive an annual bonus up to $1400,~~057,~~000 if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board of Directors on an annual basis.

On ~~January~~April 1012, ~~2022~~2021, CIE entered into an employment agreement with the ~~Company~~Chief ~~sold~~Financial ~~0.075~~Officer ~~shares~~(“CFO”) who is also a director, for an initial term of ~~Series~~one Gyear ~~Convertible~~with ~~Preferred~~a ~~Stock~~base atsalary of $~~100~~250,000 per ~~share~~annum ~~for~~paid in equal monthly installments, less applicable withholdings and deductions as required by law. The Company is also obligated to increase the base salary on an annual basis between $15,000 and $30,000 at the discretion of the Compensation Committee of the Board of Directors. The CFO is also entitled to receive a ~~total~~car allowance of $71,~~500~~000 per month and five weeks paid vacation per year. This agreement automatically extends for additional terms of one year unless either party gives at least six months prior written notice of non-renewal during the initial term or the then current renewal term. In addition, the CFO is entitled to receive a bonus determined by the Compensation Committee of the Board of Directors on an annual basis.

OnThe ~~February~~two ~~16,~~employment ~~2022,~~agreements ~~CIE~~described ~~received~~above ~~$75,000~~were ~~pursuant~~replaced toby annew ~~additional~~agreements ~~promissory~~effective ~~note~~March ~~with~~1 anand ~~unrelated~~March ~~party.~~14, ~~This~~2023 ~~note~~as ~~accrues~~disclosed ~~interest~~on atNote ~~a rate of 3% per annum~~17, isSubsequent ~~unsecured and is payable on demand~~Events.

On February 2321, 2022, OXC ~~formally~~entered ~~settled~~into aconsulting ~~legal~~agreement ~~dispute~~ with ~~the~~an ~~two~~unrelated ~~former~~third-party ~~executives~~company and ~~directors~~the ofassociated ~~ZapGo~~consultant ~~Limited~~on ~~for~~a ~~compensation~~non-exclusive ~~obligations~~basis. ~~post~~Pursuant ~~acquisition~~to ~~and~~terms ~~agreed~~of the agreement, the consultant company is entitled to anreceive Ex£15,000 ~~Gratia~~per ~~Payment~~month, ofplus ~~$121~~qualified expenses,~~221~~ ~~each.~~until ~~The~~it ~~total~~is ~~balance~~terminated ofby ~~$242~~either party giving to the other no less than three months written notice. However,~~442~~ ~~was~~OXC ~~included~~can inimmediately ~~accounts~~terminate ~~payable~~this ~~and~~agreement, ~~accrued~~without ~~expenses~~prejudice, onif the ~~consolidated~~consultant ~~balance~~commits ~~sheets~~a asmaterial breach or various other forms of ~~December~~misconduct 31as defined. As additional compensation, ~~2021~~the ~~and~~Company’s inintends ~~salaries~~to ~~and~~recommend ~~wages~~to onthe Board of Directors that the ~~consolidated~~consultant ~~statements~~be ofissued ~~operations~~a ~~and~~stock ~~comprehensive~~grant ~~loss~~equal ~~for~~to 3% of the post reorganized shares of CIE’s common stock, when effective, on a fully diluted basis. The Company intends this grant, when issued, will vest over a three term at 1% per year ~~ended~~as ~~December~~defined. 31Furthermore, ~~2021~~it is the Company’s intention to offer the consultant a seat on the Board of Directors, without compensation.

On ~~April~~February 223, 2022, OXC ~~entered~~formally ~~into~~settled ana ~~additional~~legal ~~installment~~dispute ~~payment~~with ~~arrangement~~the ~~with~~two HMformer ~~Revenue~~executives &and ~~Customs~~directors inof ~~England~~ZapGo Limited for ~~payroll~~compensation ~~taxes~~obligations ~~liabilities~~post ~~incurred~~acquisition ~~after~~and ~~December~~agreed ~~31,~~to ~~2021~~an ofEx ~~approximately~~Gratia Payment of $~~277~~121,~~000~~221 each. ~~Payments~~The ~~are~~total tobalance beof $242,442 was included in ~~made~~accounts payable and accrued expenses on the consolidated balance sheets as of December 31, 2021 and in ~~four~~salaries ~~monthly~~and ~~installments~~wages on the consolidated statements of ~~approximately~~operations ~~$69~~and comprehensive loss for the year ended December 31,~~250~~ ~~each~~2021. ~~beginning~~These amounts were paid in ~~May~~full ~~2022~~during ~~through~~the ~~August~~year ended December 31, 2022.

On ~~April~~July 91, 2022, CIE ~~received~~entered ~~$250~~into consulting agreement with an individual,~~000~~ ~~pursuant~~who tois also a ~~promissory~~major ~~note~~shareholder ~~dated~~of ~~March~~the 6Company, ~~2022~~on ~~with~~a annon-exclusive ~~unrelated~~basis. ~~party~~Pursuant ~~and~~to anterms ~~original~~of ~~principal~~the ~~amount~~agreement, ofthe consultant is entitled to receive $~~275~~15,000. ~~This~~per ~~note~~month, ~~accrues~~plus ~~interest~~qualified atexpenses, auntil ~~rate~~it ofis ~~15%~~terminated ~~per~~by ~~annum~~either ~~and~~party isgiving ~~payable~~to onthe ~~September~~other 6no less than three months written notice. However, ~~2022~~CIE can immediately terminate this agreement, without prejudice, if the consultant commits a material breach or various other forms of misconduct as defined.

OnPage ~~June~~37 ~~19, 2022, the former CEO~~ of ~~COUV~~49 ~~agreed~~Table ~~to return 10,000,000~~ of ~~the 15,600,000 shares of the Company’s common stock he received related to the investment in Medicevo in 2020 and the subsequent impairment of that investment as of June 30, 2021.~~ Contents

On(16) ~~June~~Concentration ~~28, 2022, CIE received $125,000 pursuant to a promissory note with an unrelated party. This note accrues interest at a rate~~ of ~~15%~~Credit ~~per annum and is payable on June 28, 2023.~~ Risk

~~Management~~The ~~has~~Company ~~evaluated~~maintains ~~subsequent~~cash ~~events~~balances ~~through~~in ~~July~~interest ~~26,~~and ~~2022~~non-interest bearing bank accounts, ~~the~~one ~~date~~of ~~the~~which ~~consolidated~~exceeded ~~financial~~federally ~~statements~~insured ~~were~~limits ~~available~~by to$117,541 beas ~~issued~~of December 31, 2022 and ~~has~~none ~~determined~~of ~~that~~which ~~there~~exceeded ~~are~~federally noinsured ~~other~~limits ~~events~~as ~~that~~of ~~would~~December ~~require~~31, an2021. ~~adjustment~~The ~~to,~~Company orhas ~~disclosure~~not experienced any losses in, ~~the~~any ~~consolidated~~of ~~financial~~its ~~statements~~accounts asand ofmanagement ~~December~~believes ~~31,~~not ~~2021~~to be exposed to any significant credit risk on cash.

~~F-15~~(17) ~~Table~~Subsequent ~~of Contents~~Events

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

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

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

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

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

Page 38 of 49

Table of Contents

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

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

At December 31, ~~2021~~2022, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act) was carried out under the supervision and with the participation of Andrew Sispoidis our Chief Executive Officer and Adrian Jones our Chief Financial Officer. Based on ~~his~~this evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that at December 31, ~~2021~~2022, our disclosure controls and procedures are not effective due to material weaknesses in our internal controls over financial reporting discussed directly below.

Management's Annual Report on Internal Control over Financial Reporting

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

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.

Our management has conducted an evaluation, under the supervision and with the participation of Andrew Sispoidis our Chief Executive Officer and Adrian Jones our Chief Financial Officer of the effectiveness of our internal control over financial reporting as of December 31, ~~2021~~2022. This evaluation was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, Internal Control-Integrated Framework.

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

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

Changes in Internal Controls

There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of our fiscal year ended December 31, ~~2021~~2022 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

~~-24-~~Page 39 of 49 Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

DIRECTORS AND EXECUTIVE OFFICERS

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

Name	Age	Position
Jack (“Jeb”) Brooks	5455	President and Director
Adrian Jones	6768	Director and CFO
Andrew Sispoidis	5556	Director and CEO

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

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

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

Isaac H. Sutton has been an international entrepreneur for over 45 years focusing on emerging markets and technologies. During such period, Mr. Sutton has conducted business in many countries, including Taiwan, Korea, the Philippines, Poland and Uzbekistan. Mr. Sutton has extensive experience in a variety of industries, including marketing, import and export, electronics, telecommunications, information technology and capital markets. He has served as a founding member and executive officer of numerous ventures over such period, including GoIP Global Inc nka Charge Enterprises (symbol CHRG), GoCOM Corporation, which he founded in June 2011 and has since served as its chief executive officer, Tarsier Ltd , a sustainable energy company which he has since served as its chief executive officer since 2015, SavWatt USA Inc., a supplier of LED bulbs, for which he was the chief executive officer from March 2010 to December 2012, and Starinvest Group, Inc., a business development company, for which he was the chief executive officer from 1997 to 2006. Mr Sutton is currently on the Board & Management of two private companies: Valo Smart City Corporation and Medicevo Corporation. Mr. Sutton holds a Bachelor’s Degree in Business Administration from Pace University. Mr Sutton resigned on March 17, 2022.

-25- Table of Contents

Independence of the Board of Directors

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

Family Relationships.

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

Involvement in Certain Legal Proceedings.

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

~~None.~~Page 40 of 49 Table of Contents

Item 11. Executive Compensation.

As a “smaller reporting company” under SEC rules, our named executive officers for the fiscal ~~year~~years ended December 31, ~~2021~~2022 and ~~2020~~2021 (collectively, the “Named Executive Officers”) were as follows:

SUMMARY COMPENSATION TABLE

Name and Principal Position	~~Year~~	Year		Salary($)(3)				Bonus($)		Stock Awards($)		Option Awards($)		Non-Equity Incentive Plan Compensation($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation($)		Total ($)
		Salary($)	Bonus	Stock Awards	Option Awards	Non-Equity Incentive	Non-Qualified Deferred	All Other	Total
Jack (“Jeb”) Brooks,		2022			-				-		-		-		-		-		-		-
		(3)	($)	($)	($)	Plan Compensation($)	Compensation Earnings ($)	Compensation($)	($)
President and Director (1)		2021			-				-		-		-		-		-		-		-
Isaac H. Sutton CEO, CFO (1)	2021	90,000	-	-	-	-	-	-	90,000
Adrian Jones,		2022		$	202,852				-		-		-		-		-		-	$	202,850
	2020	45,000	50,405	-	-	-	-	-	95,405
Director and CFO (1,2)		2021		$	188,255				-		-		-		-		-		-	$	188,255
Jack (“Jeb”) Brooks, President and Director(2)	2021	-	-	-	-	-	-	-	-
Andrew Sispoidis,		2022		$	153,000				-		-		-		-		-		-	$	153,000
	2020	-	-	-	-	-	-	-	-
Director and CEO (1,2)		2021		$	348,750				-		-		-		-		-		-	$	348,750
Adrian Jones, Director and CFO(2)	2021	188,255	-	-	-	-	-	-	188,255
	2020	-	-	-	-	-	-	-	-
Andrew Sispoidis, Director and CEO(2)	2021	348,750	-	-	-	-	-	-	348,750
	2020	-	-	-	-	-	-	-	-

-26- Table of Contents

(1)	Messrs. Brooks, Jones and Sispoidis became President, CFO and CEO, respectively, on November 12, 2021.
(2)	Messrs. Jones and Sispoidis salary for 2022 and 2021 was paid by Carbon-ion for the year ended December 31, 2022 and from the inception of their respective contracts with Carbon-Ion through December 31, 2021 as detailed in the Employment Agreements section below.

	(1)	Isaac H. Sutton’s compensation in 2021 and 2020 was paid to Sutton Global Associates, Inc., a corporation he beneficially controls as its President, under the terms of a under a Consulting Agreement dated July 1, 2020. Mr. Sutton resigned as CEO and CFO on November 12, 2021 and as a COO on March 17, 2022.
	(2)	Messrs. Brooks, Jones and Sispoidis became President, CFO and CEO, respectively, on November 12, 2021.
	(3)	Messrs. Jones and Sispoidis salary for 2021 is salary paid by Carbon-ion from the inception of their respective contracts with Carbon-Ion through December 31, 2021 as detailed in the Employment Agreements section below.

Pay Versus Performance Table

~~Employment~~As ~~Agreements~~required by Item 402(v) of Regulation S-K, the following table provides information regarding the relationship between executive compensation and certain financial metrics commonly used to gauge the Company’s performance during the two years ended December 31, 2022.

OnThe ~~March~~table ~~31,~~below ~~2021,~~summarizes ~~Carbon-Ion~~compensation ~~entered~~values ~~into~~previously anreported ~~employment~~in ~~agreement~~the ~~with~~Summary ~~Andrew~~Compensation ~~Sispoidis~~Table ~~pursuant~~above toand ~~which~~compensation ~~Mr.~~actually ~~Sispoidis~~paid ~~shall~~to ~~serve~~our atPrincipal ~~the Chief~~ Executive Officer ~~for an initial term of one year with a base salary of $465,000 per annum paid in equal monthly installments, less applicable withholdings and deductions as required by law. Carbon-Ion shall review~~ (the ~~base~~“PEO”) ~~salary on an annual basis~~ and ~~has~~our ~~the~~Named ~~right~~Executive ~~but~~Officer ~~not~~ (the ~~obligation to increase it, but has no right to decrease the base salary~~“NEO”). ~~This~~Those ~~agreement~~amounts ~~automatically~~are ~~extends~~identical ~~for~~since ~~additional terms of one year unless either party gives at least six months prior written notice of non- renewal during~~ the ~~initial~~former ~~term~~does ornot ~~the~~include ~~then current renewal term. In addition, Mr.Sispoidis is entitled to receive an annual bonus up to $400,000 if Carbon~~stock-~~Ion~~based ~~meets~~compensation or ~~exceeds~~any ~~criteria~~other ~~adopted~~form ~~by the compensation committee~~ of ~~the~~non-cash ~~board of directors on an annual basis~~compensation.

On April 12, 2021, Carbon-Ion entered into an employment agreement with Adrian Jones pursuant to which Mr. Jones shall serve as the Chief Financial Officer for an initial term of one year with a base salary of $250,000 per annum paid in equal monthly installments, less applicable withholdings and deductions as required by law. Carbon-Ion is also obligated to increase the base salary on an annual basis between $15,000 and $30,000 at the discretion of the compensation committee of the board of directors. Mr. Jones is also entitled to receive a car allowance of $1,000 per month and five weeks paid vacation per year. This agreement automatically extends for additional terms of one year unless either party gives at least six months prior written notice of non-renewal during the initial term or the then current renewal term. In addition, Mr. Jones is entitled to receive a bonus determined by the compensation committee of the board of directors on an annual basis.Notes

~~Bonuses~~1) The PEO during 2022 was Andrew Sispoidis and ~~Deferred~~during ~~Compensation~~2021 the PEO was Andrew Sispoidis and Isaac Sutton who each served as the Company’s Chief Executive Officer. 2) The NEO during 2022 and 2021 was Adrian Jones who served as the Company’s Chief Financial Officer. 3) Amounts are based upon the closing stock prices of $0.3291, $0.0470, and $0.0250 for December 31, 2020, 2021, and 2022, respectively and the assumption of the investment of $100 in the Company’s stock on December 31, 2020.

WePage do41 ~~not~~of ~~have~~49 ~~any~~Table ~~bonus, deferred compensation or retirement plan. All decisions regarding compensation are determined by our Board~~ of ~~Directors.~~Contents

~~Securities~~Discussion ~~Authorized~~Regarding ~~for~~the ~~Issuance~~Relationship ~~Under~~Between ~~Equity~~Executive ~~Compensation~~Pay ~~Plans.~~and Financial Metrics

WeTotal ~~did~~PEO ~~not~~and ~~have~~NEO ~~any~~pay ~~equity~~increased ~~compensation~~from ~~plans~~$627,005 asduring ofthe year ended December 31, 2021 to $715,000 during the year ended December 31, 2022, an increase of $87,995 or 14%.

~~Outstanding~~During ~~Equity~~those ~~Awared~~two atyears ~~End~~ended December 31, 2022, the total shareholder return on an investment of ~~2021~~$100 in the Company’s stock declined during that period to $0.76, a decrease of $99.24 or 99%.

WeDuring ~~had~~each noof ~~outstanding~~the ~~equity~~years ~~awards~~ended ~~as of~~ December 31, 2022 and 2021, the Company experienced net losses of $2,130,485 and $2,576,542, respectively.

~~Compensation~~The above comparisons between total PEO and NEO pay and total shareholder return and net losses are not particularly meaningful as the two years ended December 31, 2022 was an unusual period for the Company. Specifically, it effected a reverse merger during 2021 with CIE, a company which is developing next generation supercapacitor technology with applications from power grids to transportation. Further, as the combined companies are in the pre-revenue stage of ~~Directors~~their activities, they are naturally experiencing operating losses.

WeTotal ~~did~~PEO ~~not~~and NEO pay identified above actually reflects relatively frugal compensation amounts paid to ~~any~~the only two officers of ~~our~~the ~~directors~~Company inwho accomplished the ~~year~~reverse ~~ended~~merger, ~~December~~were 31charged with managing the technology development activities, ~~2021~~and simultaneously continue to raise financing to sustain such technology development.

~~Payment~~Employment ~~of Post-Termination Compensation~~Agreements

WeOn doMarch ~~not~~31, ~~have~~2021, ~~change~~Carbon-~~in-control~~Ion ~~agreements~~entered into an employment agreement with ~~our~~Andrew ~~director~~Sispoidis orpursuant ~~executive~~to ~~officer~~which Mr. Sispoidis shall serve at the Chief Executive Officer (“CEO”) for an initial term of one year with a base salary of $465,000 per annum paid in equal monthly installments, less applicable withholdings and wedeductions ~~are~~as required by law. Carbon-Ion shall review the base salary on an annual basis and has the right but not ~~obligated~~the obligation to ~~pay~~increase ~~severance~~it, but has no right to decrease the base salary. This agreement automatically extends for additional terms of one year unless either party gives at least six months prior written notice of non- renewal during the initial term or ~~other~~the ~~enhanced~~then ~~benefits~~current renewal term. In addition, Mr.Sispoidis is entitled to ~~our~~receive ~~executive~~an ~~officer~~annual ~~upon~~bonus ~~termination~~up to $400,000 if Carbon-Ion meets or exceeds criteria adopted by the compensation committee of the board of directors on an annual basis. Effective March 1, 2023, the Company entered into a new Employment Agreement (the “Agreement”) with the CEO, which supersedes his employment agreement dated March 31, 2021. The initial term of this Agreement is for two years and it shall automatically extend for an additional term of one year unless either party gives notice of non-renewal at least six months prior to the expiration of the term then in effect. Under the provisions of this Agreement, the CEO shall be paid a base salary of $200,000 per annum plus annual cash bonuses and an option to purchase shares of the Company’s common stock in amounts to be determined at the discretion of the Compensation Committee of the Board of Directors. Concurrent with the execution of this Agreement, the CEO waived all amounts due to him under the previous employment agreement totaling $371,600 as of December 31, 2022. As such, the Company wrote-off this accrued balance against compensation expense for the year ended December 31, 2022.

~~Director~~On ~~Agreements~~April 12, 2021, Carbon-Ion entered into an employment agreement with Adrian Jones pursuant to which Mr. Jones shall serve as the Chief Financial Officer for an initial term of one year with a base salary of $250,000 per annum paid in equal monthly installments, less applicable withholdings and deductions as required by law. Carbon-Ion is also obligated to increase the base salary on an annual basis between $15,000 and $30,000 at the discretion of the compensation committee of the board of directors. Mr. Jones is also entitled to receive a car allowance of $1,000 per month and five weeks paid vacation per year. This agreement automatically extends for additional terms of one year unless either party gives at least six months prior written notice of non-renewal during the initial term or the then current renewal term. In addition, Mr. Jones is entitled to receive a bonus determined by the compensation committee of the board of directors on an annual basis. Effective March 14, 2023, the Company entered into a new Employment Agreement (the “Agreement”) with the CFO, which supersedes his employment agreement dated April 12, 2021. The initial term of this Agreement is for two years and it shall automatically extend for an additional term of one year unless either party gives notice of non-renewal at least six months prior to the expiration of the term then in effect. Under the provisions of this Agreement, the CFO shall be paid a base salary of $180,000 per annum plus annual cash bonuses and an option to purchase shares of the Company’s common stock in amounts to be determined at the discretion of the Compensation Committee of the Board of Directors. Concurrent with the execution of this Agreement, the CFO waived all amounts due to him under the previous employment agreement totaling $196,570 as of December 31, 2022. As such, the Company wrote-off this accrued balance against compensation expense for the year ended December 31, 2022.

~~The~~Page ~~Company~~42 ~~has not currently entered into any formal written agreements with members~~ of ~~its~~49 ~~Board~~Table of ~~Directors.~~Contents

~~-27-~~Bonuses ~~Table~~and ofDeferred ~~Contents~~Compensation

We do not have any bonus, deferred compensation or retirement plan. All decisions regarding compensation are determined by our Board of Directors.

~~Our~~Securities ~~directors~~Authorized ~~hold~~for ~~office~~Issuance ~~until~~Under ~~the~~Equity ~~next~~Compensation ~~annual meeting of shareholders and until their successors have been duly elected and qualified. Our officers are elected by and serve at the discretion of the Board of Directors.~~Plans

~~The~~We ~~board~~did ofnot ~~directors~~have ~~acts~~any asequity ~~the~~compensation ~~Audit~~plans ~~Committee~~as ~~and the Board~~ of ~~Directors~~December ~~has~~31, ~~no separate committees~~2022. ~~The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. The Company intends to continue to search for a qualified individual for hire.~~

~~Independence~~Outstanding ofEquity ~~the~~Awards ~~Board~~at End of ~~Directors~~2022

AsWe ofhad ~~the~~no ~~date~~outstanding ofequity ~~this~~awards ~~Annual~~as ~~Report, none~~ of ~~our~~December ~~directors~~31, ~~are independent~~2022..

Compensation of Directors

We did not pay compensation to any of our directors in the year ended December 31, 2022.

Payment of Post-Termination Compensation

We do not have change-in-control agreements with our director or executive officer, and we are not obligated to pay severance or other enhanced benefits to our executive officer upon termination of his employment.

Director Agreements

The Company has not currently entered into any formal written agreements with members of its Board of Directors.

Board of Directors

Our directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Our officers are elected by and serve at the discretion of the Board of Directors.

The board of directors acts as the Audit Committee and the Board of Directors has no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. The Company intends to continue to search for a qualified individual for hire.

Independence of the Board of Directors

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

Page 43 of 49

Table of Contents

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Security Ownership

The following table sets forth certain information regarding beneficial ownership of our Common Stock and Preferred Stock as of ~~July~~March 2531, ~~2022~~2023, post Close on such date by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, (ii) each director and each of our Named Executive Officers and (iii) all executive officers and directors as a group.

Name of Beneficial Owner (1)	Common Stock Beneficially Owned		Percentage ofCommon Stock (2)			Percentage of Total Voting Power (3)
Jack Brooks(4)		766,562,500		6059.2987	%		39.3012	%
Adrian Jones(5)		209,062,500		27.7340	%		10.7267	%
Andrew Sispoidis(6)		209,062,500		27.7340	%		10.7267	%
Isaac Sutton(7)		15,600,000		2.79	%		0.80	%
All Executive Officers and Directors as a group (3 people)		11,184,687,500		71.00	%		60.46	%
All Executive Officers and Directors as a group (4 people)		987,977,000		71.65	%		61.54	%
5% Shareholders
Robert DelVecchio(8)		139,375,000		20.22	%		7.15	%
Robert DelVecchio(7)		139,375,000		19.96	%		7.11	%
Seacor Capital Inc(9)		111,011,000		17.52	%		5.69	%
Seacor Capital Inc(8)		103,511,000		16.45	%		5.32	%
Equity Markets Advisory(10)		70,068,000		11.12	%		3.59	%
Equity Markets Advisory(9)		70,068,000		11.20	%		3.60	%
Primo Ianieri		29,950,990		5.35	%		1.54	%
Primo Ianieri (10)		29,950,990		5.27	%		1.53	%
Horace T. Ardinger, Jr.		28,333,330		5.06	%		1.45	%

The number of shares of Common Stock beneficially owned by each person is determined under the rules of the SEC and the information in the following table is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

(*) - Less than 1%.

(*) -	Less than 1%.

(1)	Except as otherwise below, the address of each beneficial owner is c/o Corporate Universe, Inc, 2093 Philadelphia Pike, #8334, Claymont, DE 19703.

(2)	Applicable percentage ownership is based on (i) 568,849,670 shares of Common Stock outstanding; (ii) 100,000 shares of Series D Preferred Stock outstanding; (iii) 81,032 shares of Series E Preferred Stock outstanding; (iv) 100,000 shares of Series F Preferred Stock outstanding and (v) 19.675 shares of Series G Preferred Stock oustanding as of March 9, 2023, together with securities exercisable or convertible into shares of common stock within 60 days of March 9, 2023, for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each share of Series D Preferred Stock shall be convertible into 12,937.50 shares of the Company’s Common Stock. Each share of Series E Preferred Stock shall be convertible into 1,000 shares of the Company’s Common Stock. Each share of Series F Preferred Stock shall be convertible into 40 shares of the Company’s Common Stock. Each shares of Series G Preferred Stock shall be convertible into 4,000,000 shares of the Company’s Common Stock. Each share of Series D Preferred Stock shall be entitled to the number of votes equal to the number of shares into which each share of Series D Preferred Stock is convertible. Each share of Series E Preferred Stock and Series F Preferred Stock and Series G Preferred Stock shall be entitled to 100 votes on any matter presented to common stockholders. Each share of Series G Preferred Stock shall be entitled to 4,000,000 votes on any matter presented to common stockholders.

~~-28-~~Page 44 of 49 Table of Contents

(1)	Except as otherwise below, the address of each beneficial owner is c/o Corporate Universe, Inc, 2093 Philadelphia Pike, #8334, Claymont, DE 19703.
(3)	Percentage of Total Voting Power is based on 1,959,402,870 votes and include (i) 568,849,670 voting rights attached to common stock; (ii) 1,293,750,000 votes attached to Series D Preferred Stock; (iii) 8,103,200 voting rights attached to Series E Preferred Stock; (iv) 10,000,000 voting rights attached to Series F Preferred Stock and (v) 78,700,000 voting rights attached to Series G Preferred Stock. The Series D, E, F and G Preferred Stock all vote based on the amount of shares into which their shares are convertible.
(2)	Applicable percentage ownership is based on (i) 559,974,670 shares of Common Stock outstanding; (ii) 100,000 shares of Series D Preferred Stock outstanding; (iii) 81,032 shares of Series E Preferred Stock outstanding; (iv) 100,000 shares of Series F Preferred Stock outstanding and (v) 19.675 shares of Series G Preferred Stock oustanding as of May 21, 2022, together with securities exercisable or convertible into shares of common stock within 60 days of May 21, 2022, for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each share of Series D Preferred Stock shall be convertible into 12,937.50 shares of the Company’s Common Stock. Each share of Series E Preferred Stock shall be convertible into 1,000 shares of the Company’s Common Stock. Each share of Series F Preferred Stock shall be convertible into 40 shares of the Company’s Common Stock. Each shares of Series G Preferred Stock shall be convertible into 4,000,000 shares of the Company’s Common Stock. Each share of Series D Preferred Stock shall be entitled to the number of votes equal to the number of shares into which each share of Series D Preferred Stock is convertible. Each share of Series E Preferred Stock and Series F Preferred Stock shall be entitled to 100 votes on any matter presented to common stockholders. Each share of Series G Preferred Stock shall be entitled to 4,000,000 votes on any matter presented to common stockholders.
(3)	Percentage of Total Voting Power is based on 1,950,527,870 votes and include (i) 559,974,670 voting rights attached to common stock; (ii) 1,293,750,000 votes attached to Series D Preferred Stock; (iii) 8,103,200 voting rights attached to Series E Preferred Stock; (iv) 10,000,000 voting rights attached to Series F Preferred Stock and (v) 78,700,000 voting rights attached to Series G Preferred Stock.
(4)	Includes 711,562,500 shares of Common Stock underlying 55,000 shares of Series D Preferred Stock held in the name of Merlin Engine LLC, a limited liability company beneficially controlled by Jack Brooks, issued in connection with the Share Exchange.
(5)	Includes 194,062,500 shares of Common Stock underlying 15,000 shares of Series D Preferred Stock held by Mr. Jones, issued in connection with the Share Exchange.
(6)	Includes 194,062,500 shares of Common Stock underlying 15,000 shares of Series D Preferred Stock held by Mr. Sispoidis, issued in connection with the Share Exchange.
(7)	Includes 15129,~~600~~375,000 shares of Common Stock ~~held~~underlying in10,000 ~~the~~shares ~~name~~ of ~~Sutton~~Series ~~Global~~D ~~Associates,~~Preferred ~~Inc.,~~Stock aheld ~~corporation~~by ~~beneficially~~Mr. ~~controlled~~DelVecchio, byissued ~~Isaac~~in H.connection ~~Sutton~~with asthe ~~its~~Share ~~President~~Exchange.
(8)	Includes ~~129~~(i) 40,~~375~~611,000 shares of Common Stock underlying 1040,611 shares of Series E Preferred Stock, (ii) 2,000,000 shares of Common Stock underlying 50,000 shares of Series DF Preferred Stock, ~~held~~and by(iii) Mr30,900,000 shares of Common Stock underlying 7.73 ~~DelVecchio,~~shares ~~issued~~of inSeries ~~connection~~G ~~with~~Preferred ~~the~~Stock ~~Share~~issued ~~Exchange~~to Seacor Capital.
(9)	Includes (i) 4033,~~611~~268,000 shares of Common Stock underlying 4033,~~611~~268 shares of Series E Preferred Stock, (ii) 2,000,000 shares of Common Stock underlying 50,000 shares of Series F Preferred Stock, and (iii) 3034,~~900~~800,000 shares of Common Stock underlying 78.7370 shares of Series G Preferred Stock issued to ~~Seacor~~Equity ~~Capital~~Markets Advisory.
(10)	Includes ~~(i) 33,268,000 shares of Common Stock underlying 33,268 shares of Series E Preferred Stock, (ii)~~ 2,~~000~~995,~~000~~100 shares of Common Stock ~~underlying~~held ~~50,000~~as ~~shares~~Nominee offor ~~Series~~an Funrelated ~~Preferred~~third ~~Stock, and (iii) 34,800,000 shares of Common Stock underlying 8~~party.~~70 shares of Series G Preferred Stock issued to Equity Markets Advisory.~~

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers and directors to file with the SEC reports of ownership on Form 3 and changes in ownership on Form 4 and Form 5. Officers and directors are required by Commission regulations to furnish to us copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, to our knowledge none of the Section 16(a) filing requirements applicable to our officers and directors were filed filed during the fiscal year ended December 31, ~~2021~~2022.

-29- Table of Contents

Other than as disclosed below, there have been no transactions involving the Company since the beginning of the last fiscal year, or any currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

OnThe ~~November~~balances 2,at ~~2020 and subsequently amended on~~ December 131, ~~2020,~~2022 ~~the~~and ~~Company~~2021 ~~entered into a Share Exchange agreement to acquire 1,000,000 Shares~~ of ~~Medicevo Corporation (“Medicevo”), a Delaware Corporation, from its shareholder, for~~ $~~150~~610,~~000~~908 ~~in cash invested in Medicevo~~ and 15$5,~~600~~859,~~000~~ ~~shares~~respectively, ofrepresent ~~the~~monies ~~Company’s~~advanced ~~common stock valued at $280,800~~ to ~~Medicevo’s shareholder. Medicevo’s majority shareholder was beneficially controlled by Isaac H. Sutton (“Sutton”),~~ the Company’s ~~former~~by ~~CEO.~~two ~~The Company had recorded the Investment in Medicevo in the amount of $430~~stockholders,~~800~~ aswho aare ~~non-current~~also ~~asset~~officers onand ~~the balance sheet of December 31~~directors, ~~2020 and accounted~~ for ~~the~~working ~~investment~~capital ~~under the cost method, which requires a periodic assessment for impairment~~purposes. AsThese ofamounts ~~June~~are 30unsecured, ~~2021~~non-interest ~~management~~bearing ~~determined this investment had no future value~~ and, aspayable ~~such,~~upon ~~recorded a loss on impairment for the six months ended June 30, 2021 in the amount of $430,800~~demand. ~~In addition, Sutton agreed to return 10,000,000 shares of the Company’s common stock on June 19, 2022.~~

The balances at December 31, 2021 and 2020 of $5,859 and $165,319, respectively, represent monies advanced to the Company by three stockholders, who are also officers and directors, for working capital purposes. These amounts are unsecured, non-interest bearing and payable upon demand. Of the balance at December 31, 2020, $158,910 was exchanged for equity in Carbon-ion prior to the share exchange with the Company on November 12, 2021.

On December 31, 2021, Oxion executed a promissory note with an entity that is beneficially owned and controlled by the President of the Company, who is also a director and stockholder, in the amount of $585,000. This note is unsecured, accrues interest at a rate of 1.9% per annum, and it is payable on demand.

~~Item~~Page ~~14.~~45 ~~Principal~~of ~~Accounting~~49 ~~Fees~~Table ~~and~~of ~~Services.~~Contents

~~The~~Item ~~following~~14. isPrincipal aAccounting ~~summary~~Fees ~~of the fees billed to us by Accell Audit & Compliance for professional services rendered for the year ended December 31, 2021~~ and ~~2020:~~Services

	Year Ended
	December 31,		December 31,
	2021		2020
Audit Fees	$	26,000	$	12,500
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
	$	26,000	$	12,500

The following is a summary of the fees billed to us by Accell Audit & Compliance for professional services rendered for the years ended December 31, 2022 and 2021:

Audit Fees. Consists of fees billed for professional services rendered for the audit of our consolidated financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings or engagements.

	Year Ended
	December 31,		December 31,
	2022		2021
Audit Fees	$	38,500	$	26,000
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
	$	38,500	$	26,000

Audit ~~Related~~ Fees. - Consists of fees billed for ~~assurance~~professional ~~and related~~ services ~~that~~rendered ~~are~~for ~~reasonably related to~~ the ~~performance~~audit of ~~the~~our ~~audit~~consolidated orfinancial statements and review of ~~our~~interim consolidated financial statements included in quarterly reports and services that are ~~not~~normally ~~reported~~provided ~~under~~in ~~“Audit~~connection ~~Fees”~~with statutory and regulatory filings or engagements.

~~Tax~~Audit Related Fees. - Consists of fees billed for ~~professional~~assurance and related services ~~for~~that ~~tax~~are ~~compliance,~~reasonably ~~tax~~related ~~advice~~to ~~and~~the ~~tax~~performance ~~planning.~~of ~~These~~the ~~services~~audit ~~include~~or ~~preparation~~review of ~~federal~~our consolidated financial statements and ~~state~~are ~~income~~not ~~tax~~reported ~~returns~~under “Audit Fees”.

~~All~~Tax ~~Other~~ Fees. - Consists of fees billed for ~~product~~professional services for tax compliance, tax advice and tax planning. These services ~~other~~include ~~than~~preparation ~~the~~of ~~services~~federal ~~reported~~and ~~above~~state income tax returns.

All Other Fees -~~30-~~ ~~Table~~Consists of ~~Contents~~fees for product and services other than the services reported above.

Board of Directors' Pre-Approval Policies

Our Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit related services, tax services, and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

Our Board of Directors has reviewed and discussed with Accell, our audited consolidated financial statements contained in this Annual Report on Form 10-K for the years ended December 31, ~~2021~~2022 and ~~2020~~2021. The Board of Directors also has discussed with the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of our consolidated financial statements.

Based on the review and discussions referred to above, the Board of Directors determined that the audited consolidated financial statements be included in our Annual Report on Form 10-K for our fiscal year ended December 31, ~~2021~~2022 for filing with the SEC.

~~PART~~Page IV46 of 49 Table of Contents

~~Item~~PART ~~15. Exhibits, Financial Statement Schedules.~~IV

~~(a)~~Item ~~List~~15. ~~the~~Exhibits, ~~following~~Financial ~~documents~~Statement ~~filed as part of this report~~Schedules

(1a) ~~Financial~~List ~~Statements:~~the following documents filed as part of this report

~~The~~(1) ~~consolidated~~Financial ~~fianncial statements required by this Item are included begininng at page F-1.~~Statements:

~~(2)~~The ~~Financial~~consolidated ~~Statement~~financial ~~Schedules:~~statements required by this Item are included beginning at page F-1.

~~All~~(2) ~~financial~~Financial ~~statement~~Statement ~~schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or notes thereto.~~Schedules:

~~-31-~~All ~~Table~~financial ofstatement ~~Contents~~schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or notes thereto.

(b) Exhibits

Exhibit
Exhibit Number		Exhibit Description
Number		Exhibit Description
3.1		Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Form 10 filed on April 26, 2021).
3.2		By-laws, (Incorporated by reference to Exhibit 3.2 to the Company’s Form 10 filed on April 26, 2021)
3.3		Certificate of Designation for the Series C Preferred Stock (Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q filed on November 30, 2021).
3.4		Certificate of Designation for the Series D Preferred Stock, dated November 12, 2021 (Incorporated by reference to Exhibit 3.1(ii) to the Company’s Form 8-K filed on November 17, 2021).
3.5		Certificate of Designation for the Series E Preferred Stock (Incorporated by reference to Exhibit 3.4 to the Company’s Form 10-Q filed on November 30, 2021).
3.6		Certificate of Designation for the Series F Preferred Stock (Incorporated by reference to Exhibit 3.5 to the Company’s Form 10-Q filed on November 30, 2021).
3.7		Certificate of Designation for the Series G Preferred Stock (Incorporated by reference to Exhibit 3.6 to the Company’s Form 10-Q filed on November 30, 2021).
3.8*		Certificate of Amendment to Certificate of Designation of Series E Preferred Stock, filed as Exhibit 3.1 to our Current Report on Form 8-K filed on September 30, 2022 and incorporated herein by reference
3.9*		Certificate of Amendment to Certificate of Designation of Series F Preferred Stock, filed as Exhibit 3.1 to our Current Report on Form 8-K filed on September 30, 2022 and incorporated herein by reference
3.10*		Certificate of Amendment to Certificate of Designation of Series G Preferred Stock, filed as Exhibit 3.1 to our Current Report on Form 8-K filed on September 30, 2022 and incorporated herein by reference
4.1*		Description of the Company’s Capital Stock
4.2*		3% Promissory Note dated February 16, 20222 in the amount of $75,000 issued by Carbon-Ion.
4.2		3% Promissory Note dated February 16, 2022 in the amount of $75,000 issued by Carbon-Ion filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2021 filed on July 29, 2022 and incorporated herein by reference.
4.3*		15% Promissory Note dated April 9, 2022 in the amount of $250,000 issued by Carbon-Ion.
4.3		15% Promissory Note dated April 9, 2022 in the amount of $275,000 issued by Carbon-Ion filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2021 filed on July 29, 2022 and incorporated herein by reference.
4.4*		15% Promissory Note dated June 28, 2022 in the amount of $125,000 issued by Carbon-Ion.
4.4		15% Promissory Note dated June 28, 2022 in the amount of $125,000 issued by Carbon-Ion filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2021 filed on July 29, 2022 and incorporated herein by reference.
4.5*		15% Promissory Note dated June 24, 2022 in the amount of $100,000 issued by Carbon-Ion
4.6*		15% Promissory Note dated October 26, 2022 in the amount of $15,000 issued by Carbon-Ion
4.7*		Form of Convertible Promissory Note issued by Carbon-Ion from July 26, 2022 through November 29, 2022
4.8*		Form of Promissory Note issued by Corporate Universe beginning in December 2022.
10.1+		Consulting Agreement with Sutton Global Associates, Inc. dated July 1, 2020 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10 filed on April 26, 2021).
10.2		Share Exchange Agreement with Carbon Ion dated April 13, 2021 (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10 filed on April 26, 2021)
10.3		Promissory Note issued by Carbon Ion dated April 13, 2021 (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10 filed on April 26, 2021)
10.4		Security Agreement issued by Carbon Ion and Oxcion dated April 13, 2021 (Incorporated by reference to Exhibit 10.4 to the Company’s Form 10 filed on April 26, 2021)
10.5		Termination Agreement dated April 13, 2021 and Prior Notes Replaced by April 13, 2021 Promissory Note (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10 filed on April 26, 2021)
10.6		Binding Letter of Intent dated December 10, 2020 (Incorporated by reference to Exhibit 10.6 to the Company’s Form 10 filed on April 26, 2021)
10.7*+		Employment Agreement dated March 31, 2021 between the Company and Andrew Sispoidis
10.8*+		Employment Agreement dated April 12, 2021 beween the Company and Adrian Jones
21.1*		Subsidiaries of the Registrant
23.1*		Consent of Accell Audit & Compliance
31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		List of Zapgo Patents (Incorporated by refered to Exhibit 99.2 to the Company’s Form 10 filed on April 26, 2021)
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File – the cover page of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 is formatted in Inline XBRL

*+Page ~~Filed~~47 ~~herewithIndicates~~of a49 ~~management~~Table ~~contract~~of ~~or compensatory plan or arrangement.~~Contents

10.3		Promissory Note issued by Carbon Ion dated April 13, 2021 (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10 filed on April 26, 2021)
10.4		Security Agreement issued by Carbon Ion and Oxcion dated April 13, 2021 (Incorporated by reference to Exhibit 10.4 to the Company’s Form 10 filed on April 26, 2021)
10.5		Termination Agreement dated April 13, 2021 and Prior Notes Replaced by April 13, 2021 Promissory Note (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10 filed on April 26, 2021)
10.6		Binding Letter of Intent dated December 10, 2020 (Incorporated by reference to Exhibit 10.6 to the Company’s Form 10 filed on April 26, 2021)
10.7+		Employment Agreement dated March 31, 2021 between Carbon-Ion Energy, Inc. and Andrew Sispoidis, filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2021 filed on July 29, 2022 and incorporated herein by reference.
10.8+		Employment Agreement dated April 12, 2021 between Carbon-Ion Energy, Inc. Company and Adrian Jones filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2021 filed on July 29, 2022 and incorporated herein by reference.
10.9*+		Employment Agreement dated March 1, 2023 between Carbon-Ion Energy, Inc. and Andrew Sispoidis
10.10*+		Employment Agreement dated March 14, 2023 between Carbon-Ion Energy, Inc. and Adrian Jones
10.11*		Form of Stock Purchase Agreement issued by Corporate Universe beginning in December 2022.
21.1		Subsidiaries of the Registrant filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2021 filed on July 29, 2022 and incorporated herein by reference.
31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		List of Zapgo Patents (Incorporated herein by reference to Exhibit 99.2 to the Company’s Form 10 filed on April 26, 2021)
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File – the cover page of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 is formatted in Inline XBRL

* +	Filed herewith Indicates a management contract or compensatory plan or arrangement.

Item 16. Form 10–K Summary

Not applicable.

~~-32-~~Page 48 of 49 Table of Contents

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.

	Corporate Universe, Inc.
Date: July 29, 2022	By	/s/ Jack Brooks
Date: April 17, 2023	By	/s/ Jack Brooks
		Jack Brooks, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on ~~July~~April 2917, ~~2022~~2023.

Signature Capacity /s/ Jack Brooks ~~Jack Brooks~~ President and director Jack Brooks (Principal Executive Officer) /s/ Adrian Jones ~~Adrian Jones~~ Chief Financial Officer and director Adrian Jones (Principal Financial and Accounting Officer) /s/ Andrew Sispoidis ~~Andrew Sispoidis~~ Chief Executive Officer and director Andrew Sispoidis

~~-33-~~Page 49 of 49

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