UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2021~~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 NO. 333-106299

C2E ENERGY, INC.

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation)

6770

(Primary Standard Industrial Classification Code Number)

65-1139235

(IRS Employer Identification No.)

~~1185~~1801 ~~Avenue~~Century ofPark ~~the~~East ~~Americas, 3rd Floor~~2400

~~New~~Los ~~York~~Angeles, ~~New~~California ~~York 11572~~90067

~~646~~(424) 354-~~768-8417~~0990

(Address and telephone number of registrant’s executive office)

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

Title of each class		Trading Symbol		Name of each exchange on which registered
None		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark whether 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 shorter period that the registrant as 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 such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☒ No ☐

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

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

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of June 30, ~~2021~~2022, ~~the~~ the last business day of the registrant’s most recently completed second fiscal quarter, was approximately 46$23,~~672~~664,~~504~~932. Solely for purposes of this disclosure, shares of common stock held by executive officers, directors, and beneficial holders of 10% or more of the outstanding common stock of the registrant as of such date have been excluded because such persons may be deemed to be affiliates.

As of March 2130, ~~2022,~~2023 the registrant had 1,994,657,080 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I
Item 1	~~Description of Business~~	1Description of Business	1
Item 1A	~~Risk Factors~~	3Risk Factors	3
Item 1B	~~Unresolved Staff Comments~~	9Unresolved Staff Comments	10
Item 2	~~Properties~~	9Properties	10
Item 3	~~Legal Proceedings~~	9Legal Proceedings	10
Item 4	~~Mine Safety Disclosures~~	9Mine Safety Disclosures	10
PART II
Item 5	~~Market for Common Equity and Related Stockholder Matters~~	10Market for Common Equity and Related Stockholder Matters	11
Item 6	~~Selected Financial Data~~	10Selected Financial Data	11
Item 7	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	11Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A	~~Quantitative and Qualitative Disclosures About Market Risk~~	12Quantitative and Qualitative Disclosures About Market Risk	13
Item 8	~~Financial Statements and Supplementary Data~~	~~F-1~~Financial Statements and Supplementary Data	F-1
Item 9	~~Changes in and Disagreements With Accountants on Accounting and Financial Disclosure~~	13Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	14
Item 9A	~~Controls and Procedures~~	13Controls and Procedures	14
Item 9B	~~Other Information~~	13Other Information	15
PART III
Item 10	~~Directors, Executive Officers, and Corporate Governance~~	14Directors, Executive Officers, and Corporate Governance	16
Item 11	~~Executive Compensation~~	15Executive Compensation	17
Item 12	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~	16Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item 13	~~Certain Relationships and Related Transactions, and Director Independence~~	16Certain Relationships and Related Transactions, and Director Independence	18
Item 14	~~Principal Accountant Fees and Services~~	16Principal Accountant Fees and Services	18
PART IV
Item 15	~~Exhibits and Financial Statement Schedules~~	17Exhibits and Financial Statement Schedules	19

PART I

ITEM 1. DESCRIPTION OF BUSINESS

As used in this annual report, the terms “we”, “us”, “our”, “the Company”, mean C2E Energy, Inc., unless otherwise indicated.

Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to locate and acquire an operating business and the resources and efforts we intend to dedicate to such an endeavor, our development of a viable business plan and commencement of operations, and our ability to locate sources of capital necessary to commence operations or otherwise meet our business needs and objectives. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. – Risk Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Description of Business

C2E Energy, Inc. (‘the Company”) f/k/as Odyssey Oil & Energy, Inc. was formed in Florida in August 2001 with the plan of becoming a direct marketing company that developed and marketed premium-quality, premium-priced, branded fitness, and exercise equipment to the home fitness equipment market. The original business plan included marketing products directly to consumers through a variety of direct marketing channels.

As an initial step, the Company licensed the rights to a portable gym subject to patent protection in the United States, which was eligible to be marketed under the trademark Better Buns. It was the Company’s intention for this product to be its first direct-marketed product. The Company was unsuccessful in its attempts to raise funding to pursue this goal and in May 2005, received notice that it was in breach of its license agreement for the Better Buns product and that the license was being terminated. Since inception to date, the Company has not generated any revenues through the sale of the Better Buns product or otherwise and has not engaged in any marketing activities due to limited funds and resources.

In September 2005, the Company changed focus in connection with the Merger of a wholly-owned subsidiary of the Company and CardioBioMedical Corporation (“CBM”), a Delaware corporation. The subsidiary merged with and into CBM, with CBM as the surviving corporation which became a subsidiary of the Company. The consideration for the merger consisted of 66,232,527 shares of the Company common stock, $.0001 par value, payable on a one-for-one basis to the consenting shareholders of CBM and a warrant, exercisable beginning January 1, 2008, to purchase 19,500,000 shares of the Company common stock at a purchase price of $.003 per share payable to the sole warrant holder of CBM in exchange for an equivalent CBM warrant.

The new objective of the Company was to establish a medical device, the Cardio Spectrum Diagnostic System as the standard of care for the detection of early-stage ischemic heart disease. The Company’s strategy consisted of (i) attempting to obtain insurance reimbursement for the performance of the diagnostic test (ii) establish the device with cardiologists and (iii) finally gain acceptance and use by other physician specialties and hospitals. The Company was unsuccessful in its attempts to obtain insurance reimbursement and marketing CSD.

On April 21, 2006, we began the realization of our new strategy by purchasing a 10% working interest in oil and gas leases in Texas from Centurion Gold Holdings, Inc., a related public company.

~~On November 21, 2007, we entered into a new phase of our strategy by acquiring a Uranium Prospect known as Springbok Flats in the Bela District of South Africa.~~1

On ~~January 15~~ November 21, ~~2008~~2007, ~~the~~we ~~Company’s~~entered ~~well~~into ~~operator determined~~a ~~that~~new ~~the~~phase ~~Leslie~~of 1our ~~Well~~strategy ofby ~~BBB~~acquiring ~~Area,~~a ~~Wharton~~Uranium ~~Texas,~~Prospect ~~was~~known noas ~~longer~~Springbok ~~commercially~~Flats ~~viable~~in ~~and~~ the ~~well~~Bela District ~~was~~of ~~plugged~~South ~~and abandoned~~Africa.

On ~~June 16~~ January 15, 2008, the Company’s ~~acquired~~well ~~ALG~~operator ~~Bio~~determined ~~Oils Limited,~~that ~~which~~the inLeslie ~~turn~~1 ~~owns~~Well ~~100%~~ of ~~ALG~~BBB ~~Western~~Area, ~~Oils~~Wharton ~~(Pty)~~Texas, ~~Ltd.~~was ~~ALG~~no ~~Western~~longer commercially ~~Oils~~viable ~~has the technology to make biofuel from algae~~ and ~~has entered into a Letter of Intent with Xstrata Alloys to begin a biofuel project at~~ the ~~Boshoek~~well ~~smelter in South Africa. The construction of the pilot plant~~ was ~~completed~~plugged ~~during the quarter ended June 30, 2009~~ and ~~is undergoing various tests~~abandoned. ~~This acquisition continues the Company’s strategy of investing in energy-related enterprises.~~

1On June 16, 2008, the Company acquired ALG Bio Oils Limited, which in turn owns 100% of ALG Western Oils (Pty) Ltd. ALG Western Oils has the technology to make biofuel from algae and has entered into a Letter of Intent with Xstrata Alloys to begin a biofuel project at the Boshoek smelter in South Africa. The construction of the pilot plant was completed during the quarter ended June 30, 2009 and is undergoing various tests. This acquisition continues the Company’s strategy of investing in energy-related enterprises.

The Company intended to expand the making of biofuels from algae to other large mining companies in South Africa.

On May 26, 2009, the Company acquired 51% of H-Power (Pty) Ltd. H-Power (Pty) Limited, a South African registered company, which owns an exclusive license to develop and market batteries based on patented Hybrid Battery Technology worldwide. However, on August 27, 2009, the Company entered into an agreement to cancel the purchase of the 51% of H-Power (Pty) Ltd. H-Power required substantial capital as well as a partner to develop a production line for the batteries based on its patented Hybrid Battery Technology.

Prior to February 2021, the Company has been dormant for the approximately the last eight years.

On February 10, 2021, as a result of a custodianship in Palm Beach, Florida Case Number: 502020CA013695XXXXMB AB, ~~Custodian~~ Custodian Ventures LLC (“Custodian”) was appointed custodian of the Company. David Lazar is the managing member of Custodian.

On February 10, 2021, the Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors.

On September 28, 2021, as a result of a private transaction, 10,000,000 shares of Series A Preferred Stock, $0.0001 par value per share of the Company were transferred from Custodian Ventures, LLC to Hunthall Limited (the “Purchaser”). As a result, the Purchaser became an approximately 67% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company and became the controlling shareholder. The consideration paid for the Shares was $250,000. The source of the cash consideration for the Shares was personal funds of the Purchaser. In connection with the transaction, David Lazar released the Company from all debts owed to him.

On September 28, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director. At the effective date of the transfer, Arthur Li consented to act as the new President, CEO, CFO, Treasurer, Secretary, and Chairman of the Board of Directors of the Company.

Arthur Li has been the Managing Director of Hunthall Limited from October 2019 through the present. From February 2019 to September 2019, he was a Corporate Finance Executive at Anglo Chinese Group Ltd. From July 2016 to December 2018, Arthur Li was the Director of Marketing at Transcosmos America Inc.

Competition and Market Conditions

We will face substantial competition in our efforts to identify and pursue a business venture. The primary source of competition is expected to be from other companies organized and funded for similar purposes, including small venture capital firms, blank check companies, and wealthy investors, many of which may have substantially greater financial and other resources than we do. In light of our limited financial and human resources, we are at a competitive disadvantage compared to many of our competitors in our efforts to obtain an operating business or assets necessary to commence our operations in a new field. Additionally, with the economic downturn caused by the coronavirus pandemic, many venture capital firms and similar firms and individuals have been seeking to acquire businesses at discounted rates, and we therefore currently face additional competition and resultant difficulty obtaining a business. We expect these conditions to persist at least until such time as the economy recovers. Further, even if we are successful in obtaining a business or assets for new operations, we expect there to be enhanced barriers to entry in the marketplace in which we decide to operate as a result of reduced demand and/or increased raw material costs caused by the pandemic and other economic forces that are beyond our control.

~~Regulation~~2

As of the date of this Report, we are required to file reports with the Securities and Exchange Commission (the “SEC”) by Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”).Regulation

~~Depending~~As of on the ~~direction management~~date ~~decides~~of tothis ~~take and a business or businesses we may acquire in the future~~Report, we ~~may~~are ~~become~~required ~~subject~~ to ~~other~~file ~~laws~~reports orwith ~~regulations that~~the ~~require~~Securities usand toExchange ~~make~~Commission ~~material~~(the ~~expenditures~~“SEC”) onby ~~compliance~~Section 13 of ~~including~~ the ~~increasing~~Securities ~~state~~Exchange ~~level~~Act ~~regulation~~ of ~~privacy.~~1934 ~~Any~~(the ~~such~~“Exchange ~~requirements could require us to divert significant human and capital resources on compliance, which could have an adverse effect on our future operating results~~Act”).

~~Employees~~Depending on the direction management decides to take and a business or businesses we may acquire in the future, we may become subject to other laws or regulations that require us to make material expenditures on compliance including the increasing state level regulation of privacy. Any such requirements could require us to divert significant human and capital resources on compliance, which could have an adverse effect on our future operating results.

~~As of the date of this Report, we do not have employees. However, an entity controlled by our Chief Executive Officer provides part-time consulting services to us without compensation.~~Employees

2As of the date of this Report, we do not have employees. However, an entity controlled by our Chief Executive Officer provides part-time consulting services to us without compensation.

ITEM 1A. RISK FACTORS

Risks Relating to Our Business and Financial Condition

We currently have no operations, and investors therefore have no basis on which to evaluate the Company’s future prospects.

We currently have no operations and will be reliant upon a merger with or acquisition of an operating business to commence operations and generate revenue. Because we have no operations and have not generated revenues, investors have no basis upon which to evaluate our ability to achieve our business objective of locating and completing a business combination with a target business. We have no current arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete a business combination in a reasonable timeframe, on reasonable terms or at all. If we fail to complete a business combination as planned, we will never generate any operating revenues.

We may face difficulties or delays in our search for a business combination, and we may not have access to sufficient capital to consummate a business combination.

We may face difficulty identifying a viable business opportunity or negotiating or paying for any resulting business combination. Economic factors that are beyond our control, including the COVID-19 pandemic and consequent economic downturn, as well as increased competition for acquisitions of operating entities that we expect to encounter as a result thereof, may hinder our efforts to locate and/or obtain a business that is suitable for our business goals at a price we can afford and on terms that will enable us to sufficiently grow our business to generate value to our shareholders. We have limited capital, and we may not be able to take advantage of any available business opportunities on favorable terms or at all due to the limited availability of capital. There can be no assurance that we will have sufficient capital to provide us with the necessary funds to successfully develop and implement our plan of operation or acquire a business we deem to be appropriate or necessary to accomplish our objectives, in which case we may be forced to terminate our business plan and your investment in the Company could become worthless.

If we are not successful in acquiring a new business and generating material revenues, investors will likely lose their investment.

If we are not successful in developing a viable business plan and acquiring a new business through which to implement it, our investors’ entire investment in the Company could become worthless. Even if we are successful in combining with or acquiring the assets of an operating entity, we can provide no assurances that the Company will be able to generate significant revenue therefrom in the short-term or at all or that investors will derive a profit from their investment. If we are not successful, our investors will likely lose their entire investment.

~~If we cannot manage our growth effectively, we may not become profitable.~~3

~~Businesses, including development stage companies~~If ~~such as ours and/or any operating business or businesses~~ we ~~may~~cannot ~~acquire,~~manage ~~often~~our ~~grow rapidly, and tend to have difficulty managing their~~ growth. ~~If we are able to acquire an operating business~~effectively, we ~~will~~may ~~likely~~not ~~need~~become ~~to expand our management team and other key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing the necessary support~~profitable.

WeBusinesses, including ~~cannot~~development ~~assure~~stage ~~you~~companies ~~that~~such ~~our~~as ~~management~~ours ~~will~~and/or beany ~~able~~operating business or businesses we may acquire, often grow rapidly, and tend to ~~manage~~have ~~our~~difficulty ~~growth~~managing ~~effectively~~their ~~or successfully~~growth. ~~Our~~If ~~failure~~we are able to ~~meet~~acquire ~~these~~an ~~challenges~~operating ~~could~~business, ~~cause~~we uswill likely need to ~~lose~~expand ~~money,~~our management team and ~~your~~other ~~investment~~key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing ~~could~~the benecessary ~~lost~~support.

~~Because~~We cannot weassure ~~have~~you ~~limited~~that ~~capital,~~our wemanagement ~~may~~will ~~need~~be able to ~~raise~~ ~~additional~~manage ~~capital~~our ingrowth ~~the~~effectively ~~future by issuing debt~~ or ~~equity~~successfully. ~~securities,~~Our ~~the~~failure ~~terms~~to ofmeet ~~which~~these ~~may~~challenges could ~~dilute~~cause ~~our~~us ~~current~~to ~~investors~~lose money, and~~/or reduce~~ oryour ~~limit~~investment ~~their~~could ~~liquidation~~be ~~or other rights~~lost.

WeBecause we ~~may~~have ~~require~~limited ~~additional~~ capital, towe ~~acquire a business. We~~ may ~~not~~need ~~be able~~ to ~~obtain~~raise additional capital ~~when~~in ~~required.~~the ~~Future~~future ~~business~~by ~~development~~issuing ~~activities,~~debt asor ~~well~~equity assecurities, ~~administrative~~the ~~expenses such~~terms asof ~~salaries,~~which may ~~insurance,~~dilute ~~general~~our ~~overhead,~~current ~~legal~~investors and/or ~~compliance~~reduce ~~expenses,~~or ~~and~~limit ~~accounting~~their ~~expenses~~liquidation ~~will~~or ~~require~~other ~~a substantial amount of additional capital~~rights.

~~The terms of securities we issue in future capital~~We ~~raising transactions~~ may berequire ~~more~~additional ~~favorable~~capital to ~~new~~acquire ~~investors, and may include liquidation preferences, superior voting rights or the issuance of other derivative securities, which could have~~ a ~~further~~business. ~~dilutive~~We ~~effect~~may onnot orbe ~~subordinate~~able ~~the~~to ~~rights~~obtain ~~of our current investors. Any~~ additional capital ~~raised~~when ~~through~~required. ~~the~~Future ~~sale~~business development ofactivities, ~~equity~~as ~~securities~~well ~~will~~as ~~likely~~administrative ~~dilute~~expenses ~~the~~such ~~ownership~~as ~~percentage~~salaries, ofinsurance, ~~our~~general ~~shareholders. Additionally~~overhead, ~~any~~ ~~debt~~legal ~~securities we issue would likely create a liquidation preference superior that of our current investors~~ and, ifcompliance ~~convertible into~~expenses, ~~shares~~and ofaccounting ~~Common~~expenses ~~Stock,~~will ~~would~~require ~~also~~a ~~pose~~substantial ~~the~~amount ~~risk~~ of ~~dilution~~additional capital.

WeThe terms of securities we issue in future capital raising transactions may be ~~unable~~more favorable to ~~obtain~~new ~~necessary~~investors, ~~financing~~and may include liquidation ifpreferences, superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of our current investors. Any additional capital raised through the sale of equity securities will likely dilute the ownership percentage of our shareholders. Additionally, any debt securities we issue would likely create a liquidation preference superior that of our current investors and, ~~when~~if ~~required~~convertible into shares of Common Stock, would also pose the risk of dilution.

~~Our ability to obtain financing, if and when necessary,~~We may be ~~impaired~~unable ~~by such factors as the capital markets (both in general and in the particular industry or industries in which we may choose~~ to ~~operate),~~obtain ~~our~~necessary ~~limited~~financing operating history and current lack of operations, the national and global economies, and the condition of the market for microcap securities. Further, economic downturns such as the current global depression caused by the COVID-19 pandemic may increase our requirements for capital, particularly if ~~such economic downturn persists for an extended period of time or after we have acquired an operating entity,~~ and ~~may~~when limit or hinder our ability to obtain the funding we require. If the amount of capital we are able to raise from financing activities, together with any revenues we may generate from future operations, is not sufficient to satisfy our capital needs, we may be required to discontinue our development or implementation of a business plan, cancel our search for business opportunities, cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms. ~~If any of the foregoing should happen, our shareholders could lose some or all of their investment.~~

3Our ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the particular industry or industries in which we may choose to operate), our limited operating history and current lack of operations, the national and global economies, and the condition of the market for microcap securities. Further, economic downturns such as the current global depression caused by the COVID-19 pandemic may increase our requirements for capital, particularly if such economic downturn persists for an extended period of time or after we have acquired an operating entity, and may limit or hinder our ability to obtain the funding we require. If the amount of capital we are able to raise from financing activities, together with any revenues we may generate from future operations, is not sufficient to satisfy our capital needs, we may be required to discontinue our development or implementation of a business plan, cancel our search for business opportunities, cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms. If any of the foregoing should happen, our shareholders could lose some or all of their investment.

Because we are still developing our business plan, we do not have any agreement for a business combination.

We have no current arrangement, agreement or understanding with respect to engaging in a business combination with any specific entity. We may not be successful in identifying and evaluating a suitable acquisition candidate or in consummating a business combination. We are neutral as to what industry or segment for any target company. We have not established specific metrics and criteria we will look for in a target company, and if and when we do we may face difficulty reaching a mutual agreement with any such entity, including in light of market trends and forces beyond our control. Given our early-stage status, there is considerable uncertainty and therefore inherent risk to investors that we will not succeed in developing and implementing a viable business plan.

~~The COVID-19 pandemic could materially adversely affect our financial condition, future plans and results of operations.~~4

~~This COVID-19 pandemic has had a significant adverse effect on the economy in the United States and on most businesses.~~ The ~~Company is not able to predict the ultimate impact that~~ COVID -19 ~~will~~ ~~have on its business; however, if the~~ pandemic ~~and~~could ~~government~~materially ~~action~~adversely inaffect ~~response thereto impose limitations on~~ our ~~operations~~financial ~~or result in a prolonged economic recession or depression~~condition, ~~the~~future ~~Company’s~~plans ~~development~~ and implementation of its business plan and our ability to commence and grow our operations, as well as our ability to generate material revenue therefrom, will be hindered, which would have a material negative impact on the Company’s financial condition and results of operations.

~~Because~~This COVID-19 wepandemic ~~are~~has ~~dependent~~had ~~upon~~a ~~Arthur~~significant ~~Li,~~adverse ~~our~~effect ~~Chief Executive~~on ~~Officer~~the economy in the United States and ~~sole~~on ~~director~~most businesses. The Company is not able to ~~manage~~predict the ultimate impact that COVID -19 will have on its business; however, if the pandemic and ~~oversee~~government action in response thereto impose limitations on our ~~Company~~operations or result in a prolonged economic recession or depression, the ~~loss~~Company’s development and implementation of ~~him~~its ~~could~~business ~~adversely~~plan ~~affect~~and our ~~plan~~ability to commence and ~~results~~grow ofour operations, as well as our ability to generate material revenue therefrom, will be hindered, which would have a material negative impact on the Company’s financial condition and results of operations.

WeBecause we ~~currently~~are ~~have~~dependent aupon ~~sole director and officer,~~ Arthur Li, ~~who~~our ~~manages~~Chief ~~the~~Executive ~~Company~~Officer and issole ~~presently~~director ~~evaluating~~to amanage ~~viable~~and ~~plan~~oversee ~~for~~ our ~~future~~Company, ~~operations. We will rely solely on his judgment in connection with selecting a target company and~~ the ~~terms and structure of any resulting business combination. The~~ loss of ~~our~~him ~~Chief Executive~~could ~~Officer~~adversely ~~could~~affect ~~delay or prevent the achievement of~~ our ~~business~~plan ~~objectives,~~and ~~which could have a material adverse effect upon our~~ results of operations ~~and financial position~~.

~~Further,~~We currently ~~because~~have ~~Mr.~~a Lisole ~~serves~~director asand ~~Chief~~officer, ~~Executive Officer~~Arthur ~~and~~Li, ~~sole~~who ~~director~~manages the Company and ~~also~~is ~~holds~~presently evaluating a ~~controlling~~viable ~~interest~~plan for our future operations. We will rely solely on his judgment in connection with selecting a target company and the ~~Company’s~~terms ~~Common~~and ~~Stock,~~structure of any resulting business combination. The loss of our ~~other~~Chief ~~shareholders~~Executive ~~will~~Officer ~~have limited~~could ~~ability~~delay toor ~~influence~~prevent the ~~Company’s~~achievement ~~direction~~of orour ~~management~~business objectives, which could have a material adverse effect upon our results of operations and financial position.

~~In addition~~Further, ~~although not likely, the officers and~~ ~~directors~~because ofMr. anLi ~~acquisition~~serves ~~candidate~~as ~~may~~Chief ~~resign~~Executive ~~upon~~Officer ~~completion~~and ofsole adirector ~~combination~~and ~~with~~also ~~their~~holds ~~business. The departure of~~ a ~~target’s key~~controlling ~~personnel~~interest ~~could~~in ~~negatively impact~~ the ~~operations and prospects of our post-combination business. The role of a target~~Company’s ~~key~~Common ~~personnel~~Stock, ~~upon~~our ~~the~~other ~~completion~~shareholders ofwill ~~the~~have ~~transaction~~limited ~~cannot~~ability beto ~~ascertained~~influence ~~at this time. Although we contemplate that certain or all members of a target’s management team may remain associated with~~ the ~~target following a change of control thereof, there can be no assurance that all of such target~~Company’s ~~management~~direction ~~team will decide to remain in place. The loss of key personnel, either before~~ or ~~after a business combination and including~~ management ~~of either us or a combined entity could negatively impact the operations and profitability of our business~~.

~~Risks~~In addition, ~~Related~~although not likely, the officers and directors of an acquisition candidate may resign upon completion of a combination with their business. The departure of a target’s key personnel could negatively impact the operations and prospects of our post-combination business. The role of a target’s key personnel upon the completion of the transaction cannot be ascertained at this time. Although we contemplate that certain or all members of a target’s management team may remain associated with the target following a change of control thereof, there can be no assurance that all of such target’s management team will decide to remain in place. The loss of key personnel, either before or after a ~~Potential~~business ~~Business~~combination ~~Acquisition~~and including management of either us or a combined entity could negatively impact the operations and profitability of our business.

~~We may encounter difficulty locating and consummating~~Risks aRelated ~~business~~to ~~combination, including as~~ a ~~result~~Potential ofBusiness ~~the competitive disadvantages we have.~~Acquisition

We ~~expect to face intense competition in our search~~ for a revenue-producing business to combine with or acquire. Given the current economic climate, venture capital firms, larger companies, blank check companies such as special purpose acquisition companies and other investors are purchasing operating entities or the assets thereof in high volumes and at relatively discounted prices. These parties may ~~have~~encounter ~~greater~~difficulty ~~capital~~locating ~~or human resources than we do~~ and~~/or more~~ ~~experience~~consummating in a ~~particular industry within which we choose to search. Most of these competitors have a certain amount of liquid cash available to take advantage of favorable market conditions for prospective~~ business ~~purchaser such as those caused by the recent pandemic. Any delay or inability to locate~~combination, ~~negotiate~~including ~~and enter into a business combination~~ as a result of the ~~relative~~competitive ~~illiquidity of our current asset or other~~ disadvantages we ~~have relative to our competitors could cause us to lose valuable business opportunities to our competitors,~~ ~~which would~~ have ~~a material adverse effect on our business~~.

4We expect to face intense competition in our search for a revenue-producing business to combine with or acquire. Given the current economic climate, venture capital firms, larger companies, blank check companies such as special purpose acquisition companies and other investors are purchasing operating entities or the assets thereof in high volumes and at relatively discounted prices. These parties may have greater capital or human resources than we do and/or more experience in a particular industry within which we choose to search. Most of these competitors have a certain amount of liquid cash available to take advantage of favorable market conditions for prospective business purchaser such as those caused by the recent pandemic. Any delay or inability to locate, negotiate and enter into a business combination as a result of the relative illiquidity of our current asset or other disadvantages we have relative to our competitors could cause us to lose valuable business opportunities to our competitors, which would have a material adverse effect on our business.

We may expend significant time and capital on a prospective business combination that is not ultimately consummated.

The investigation of each specific target business and any subsequent negotiation and drafting of related agreements, SEC disclosure and other documents will require substantial amounts of management’s time and attention and material additional costs in connection with outsourced services from accountants, attorneys, and other professionals. We will likely expend significant time and resources searching for, conducting due diligence on, and negotiating transaction terms in connection with a proposed business combination that may not ultimately come to fruition. In such event, all of the time and capital resources expended by the Company in such a pursuit may be lost and unrecoverable by the Company or its shareholders. Unanticipated issues which may be beyond our control or that of the seller of the applicable business may arise that force us to terminate discussions with a target company, such as the target’s failure or inability to provide adequate documentation to assist in our investigation, a party’s failure to obtain required waivers or consents to consummate the transaction as required by the inability to obtain the required audits, applicable laws, charter documents and agreements, the appearance of a competitive bid from another prospective purchaser, or the seller’s inability to maintain its operations for a sufficient time to allow the transaction to close. Such risks are inherent in any search for a new business and investors should be aware of them before investing in an enterprise such as ours.

Conflicts of interest may arise between us and our shareholders, directors, or management, which may have a negative impact on our ability to consummate a business combination or favorable terms or generate revenue.5

~~Our Chief Executive Officer, Mr. Li, is not required~~Conflicts ~~to commit his full time to our affairs, which may result in a conflict~~ of interest inmay ~~allocating~~arise ~~his time~~ between ~~managing~~us ~~the Company~~ and ~~other~~our ~~businesses in which he is or may be involved. We do not intend to have any employees prior to the consummation of a business combination. Mr. Li~~shareholders, ~~is not obligated to contribute any specific number of hours to our affairs~~directors, ~~and~~or ~~he may engage in other business endeavors while he provides consulting services to the Company. If any of his other business affairs require him to devote substantial amounts of time to such matters~~management, ~~it could materially limit his ability to devote his time and attention to our business~~ which ~~could~~may have a negative impact on our ability to consummate a business combination or favorable terms or generate revenue.

ItOur Chief isExecutive ~~possible~~Officer, ~~that~~Mr. weLi, ~~obtain~~is annot ~~operating~~required ~~company in~~to ~~which~~commit ahis ~~director~~full ortime ~~officer~~to ofour ~~the~~affairs, ~~Company~~which ~~has~~may anresult ~~ownership~~in a conflict of interest in allocating orhis ~~that~~time hebetween ormanaging ~~she~~the isCompany anand ~~officer,~~other ~~director,~~businesses in which he is or ~~employee~~may ofbe involved. If weWe do ~~obtain~~not ~~any~~intend ~~business~~to ~~affiliated~~have ~~with~~any employees anprior ~~officer~~to orthe ~~director,~~consummation ~~such~~of a business combination. ~~may~~Mr. beLi, onis ~~terms~~not ~~other~~obligated ~~than~~to ~~what~~contribute ~~would~~any bespecific number of hours to ~~arrived~~our ataffairs, and he may engage in another ~~arms-length~~business ~~transaction~~endeavors while he provides consulting services to the Company. If any ~~conflict~~ of ~~interest~~his ~~arises,~~other business itaffairs ~~could~~require ~~adversely~~him ~~affect~~to adevote ~~business~~substantial ~~combination~~amounts orof ~~subsequent operations~~time ofto ~~the~~such ~~Company~~matters, init ~~which~~could ~~case~~materially ~~our~~limit ~~shareholders~~his ~~may~~ability ~~see~~to ~~diminished~~devote ~~value~~his time ~~relative~~and attention to ~~what~~our ~~would~~business ~~have~~which ~~been~~could ~~available~~have ~~through~~ a ~~transaction~~negative ~~with~~impact anon ~~independent~~our ~~third~~ability ~~party~~to consummate a business combination or generate revenue.

WeIt is ~~may~~possible ~~engage~~that we obtain an operating company in which a director or officer of the Company has an ownership interest in or that he or she is an officer, director, or employee of. If we do obtain any business affiliated with an officer or director, such business combination may ~~that~~be ~~causes~~on terms other than what would be arrived at in an arms-length transaction. If any conflict of interest arises, it could adversely ~~tax~~affect ~~consequences~~a tobusiness uscombination ~~and~~or subsequent operations of the Company, in which case our shareholders may see diminished value relative to what would have been available through a transaction with an independent third party.

~~Federal~~We may ~~and~~engage ~~state tax consequences will,~~ in ~~all likelihood, be~~ a ~~significant factor in considering any~~ business combination that wecauses ~~may undertake. Under current federal law, such transactions may be subject to significant taxation to the buyer and its shareholders under applicable federal and state~~ tax ~~laws. While we intend to structure any business combination so as to minimize the federal and state tax~~ consequences to ~~the~~us extent practicable in accordance with our business objectives, there can be no assurance that any business combination we undertake will meet the statutory or regulatory requirements of a tax-free reorganization or similar favorable treatment or that the parties to such a transaction will obtain the tax treatment intended or expected upon a transfer of equity interests or assets. A non-qualifying reorganization, combination or similar transaction could result in the imposition of significant taxation, both at the federal and ~~state levels, which may have an adverse effect on both parties to the transaction, including~~ our shareholders.

ItFederal and isstate ~~unlikely~~tax consequences will, in all likelihood, be a significant factor in considering any business combination that ~~our~~we ~~shareholders~~may ~~will~~undertake. Under current federal law, such transactions may be ~~afforded~~subject to significant taxation to the buyer and its shareholders under applicable federal and state tax laws. While we intend to structure any ~~opportunity~~business combination so as to ~~evaluate~~minimize the federal and state tax consequences to the extent practicable in accordance with our business objectives, there can be no assurance that any business combination we undertake will meet the statutory or ~~approve~~regulatory requirements of a ~~business~~tax-free reorganization or similar favorable treatment or that the parties to such a transaction will obtain the tax treatment intended or expected upon a transfer of equity interests or assets. A non-qualifying reorganization, combination or similar transaction could result in the imposition of significant taxation, both at the federal and state levels, which may have an adverse effect on both parties to the transaction, including our shareholders.

It is unlikely that our shareholders will be afforded ~~the~~ any opportunity to evaluate ~~and~~or approve a ~~proposed~~ business combination. In most cases, business combinations do not require shareholder approval under applicable law, and our Articles of Incorporation and Bylaws do not afford our shareholders with the right to approve such a transaction. Further, Mr. Li, our Chief Executive Officer and sole director, owns the vast majority of our outstanding Common Stock. Accordingly, our shareholders will be relying almost exclusively on the judgement of our board of directors (“Board”) and Chief Executive Officer and any persons on whom they may rely with respect to a potential business combination. In order to develop and implement our business plan, may in the future hire lawyers, accountants, technical experts, appraisers, or other consultants to assist with determining the Company’s direction and consummating any transactions contemplated thereby. We may rely on such persons in making difficult decisions in connection with the Company’s future business and prospects. The selection of any such persons will be made by our Board, and any expenses incurred, or decisions made based on any of the foregoing could prove to be adverse to the Company in hindsight, the result of which could be diminished value to our shareholders.

5It is unlikely that our shareholders will be afforded the opportunity to evaluate and approve a proposed business combination. In most cases, business combinations do not require shareholder approval under applicable law, and our Articles of Incorporation and Bylaws do not afford our shareholders with the right to approve such a transaction. Further, Mr. Li, our Chief Executive Officer and sole director, owns the vast majority of our outstanding Common Stock. Accordingly, our shareholders will be relying almost exclusively on the judgement of our board of directors (“Board”) and Chief Executive Officer and any persons on whom they may rely with respect to a potential business combination. In order to develop and implement our business plan, may in the future hire lawyers, accountants, technical experts, appraisers, or other consultants to assist with determining the Company’s direction and consummating any transactions contemplated thereby. We may rely on such persons in making difficult decisions in connection with the Company’s future business and prospects. The selection of any such persons will be made by our Board, and any expenses incurred, or decisions made based on any of the foregoing could prove to be adverse to the Company in hindsight, the result of which could be diminished value to our shareholders.

Because our search for a business combination is not presently limited to a particular industry, sector or any specific target businesses, prospective investors will be unable to evaluate the merits or risks of any particular target business’s operations until such time as they are identified and disclosed.6

~~We are still determining the Company’s business~~Because ~~plan,~~our ~~and~~search wefor ~~may seek to complete~~ a business combination ~~with~~is ~~an operating entity in any number of industries or sectors. Because we have~~ not ~~yet~~presently ~~entered~~limited ~~into any letter of intent or agreement~~ to ~~acquire~~ a particular ~~business~~industry, ~~prospective~~sector ~~investors currently have no basis to evaluate the possible merits~~ or ~~risks of~~ any ~~particular~~specific target ~~business’s operations~~businesses, ~~results of operations, cash flows, liquidity,~~prospective ~~financial~~investors ~~condition,~~will ~~prospects or other metrics or qualities they deem appropriate in considering to invest in the Company. Further, if we complete a business combination, we may~~ be ~~affected~~unable by numerous risks inherent in the operations of the business we acquire. For example, if we acquire a financially unstable business or an entity lacking an established operating history, we may be affected by the risks inherent in the business and operations of a new business or a development stage entity. Although our management intends to evaluate ~~and weigh~~ the merits ~~and~~or risks ~~inherent~~of inany a particular target business ~~and make a decision based on the Company and its shareholders~~’s ~~interests, there~~operations ~~can~~until besuch ~~no assurance that we will properly ascertain or assess all the significant risks inherent in a target business, that we will have adequate~~ time toas ~~complete due diligence or that we will ultimately acquire a viable business and generate material revenue therefrom.~~they ~~Furthermore,~~are ~~some~~identified ~~of these risks may be outside of our control~~ and ~~leave us with no ability to reduce the likelihood that those risks will adversely impact a target business or mitigate any harm to the Company caused thereby~~disclosed. Should we select a course of action, or fail to select a course of action, that ultimately exposes us to unknown or unidentified risks, our business will be harmed and you could lose some or all of your investment.

~~Past~~We are ~~performance~~still determining the Company’s business plan, and we may seek to complete a business combination with an operating entity in any number of industries or sectors. Because we have not yet entered into any letter of intent or agreement to acquire a particular business, prospective investors currently have no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition, prospects or other metrics or qualities they deem appropriate in considering to invest in the Company. Further, if we complete a business combination, we may be affected by numerous risks inherent in the operations of the business we acquire. For example, if we acquire a financially unstable business or an entity lacking an established operating history, we may be affected by the risks inherent in the business and operations of a new business or a development stage entity. Although our management intends to evaluate and ~~their~~weigh ~~affiliates~~the merits and risks inherent in a particular target business and make a decision ~~may~~based ~~not~~on the Company and its shareholders’ interests, there can be ~~indicative~~no assurance that we will properly ascertain or assess all the significant risks inherent in a target business, that we will have adequate time to complete due diligence or that we will ultimately acquire a viable business and generate material revenue therefrom. Furthermore, some of ~~future~~these ~~performance~~risks may be outside of anour ~~investment~~control inand leave us with no ability to reduce the likelihood that those risks will adversely impact a target business or mitigate any harm to the Company caused thereby. Should we select a course of action, or fail to select a course of action, that ultimately exposes us to unknown or unidentified risks, our business will be harmed and you could lose some or all of your investment.

~~While our Chief Executive Officer has prior experience~~Past ~~in advising businesses, his past~~ performance, ~~the~~by ~~performance~~our ofmanagement ~~other~~and ~~entities~~their oraffiliates ~~persons with which he is involved, or the performance of any other personnel we~~ may ~~retain in the future will~~ not ~~necessarily~~ be anindicative ~~indication~~ of ~~either (i) that we will be able to locate a suitable candidate for our initial business combination or (ii) the~~ future operating results of the Company including with respect to any business combination we may consummate. You should not rely on the historical record of him or any other of our personnel or their affiliates’ performance ~~as indicative~~ of ~~our future performance or that~~ an investment in us ~~will be profitable~~. In addition, an investment in the Company is not an investment in any entities affiliated with our management or other personnel. While management intends to endeavor to locate a viable business opportunity and generate shareholder value, there can be no assurance that we will succeed in this endeavor.

WeWhile our Chief Executive Officer has prior experience in advising businesses, his past performance, the performance of other entities or persons with which he is involved, or the performance of any other personnel we may ~~seek~~retain in the future will not necessarily be an indication of either (i) that we will be able to locate a suitable candidate for our initial business combination ~~opportunities~~or (ii) the future operating results inof ~~industries~~the orCompany ~~sectors~~including ~~that~~with ~~are~~respect ~~outside~~to any business combination we may consummate. You should not rely on the historical record of him or any other of our ~~management~~personnel or their affiliates’s ~~area~~performance as indicative of ~~expertise~~our future performance or that an investment in us will be profitable. In addition, an investment in the Company is not an investment in any entities affiliated with our management or other personnel. While management intends to endeavor to locate a viable business opportunity and generate shareholder value, there can be no assurance that we will succeed in this endeavor.

We ~~will consider a business combination outside of~~ ~~our~~may ~~management’s~~seek ~~area of expertise if a~~ business combination ~~candidate~~opportunities ~~is presented to us and we determine that such candidate offers an attractive opportunity for the Company. Although management intends to endeavor to evaluate the risks inherent~~ in ~~any~~industries ~~particular business combination candidate, we cannot assure you that we will adequately ascertain~~ or ~~assess~~sectors ~~all the significant risks, or~~ that weare ~~will accurately determine the actual value of a prospective operating entity to acquire. In the event we elect to pursue an acquisition~~ outside of ~~the areas of~~ our management’s ~~expertise,~~area ~~our management’s ability to evaluate and make decisions on behalf~~ of the Company may be limited, or we may make material expenditures on additional personnel or consultants to assist management in the Company’s operations. Investors should be aware that the information contained herein regarding the areas of our management’s expertise ~~will not necessarily be relevant to an understanding of the business that we ultimately elect to acquire~~. As a result, our management may not be able to adequately ascertain or assess all the significant risks or strategic opportunities that may arise. Accordingly, any shareholders in the Company following a business combination could suffer a reduction in the value of their shares, and any resulting loss will likely not be recoverable.

We will ~~may~~consider ~~attempt~~a tobusiness ~~complete~~combination outside of our management’s area of expertise if a business combination candidate is presented ~~with~~to us and we determine that such candidate offers an attractive opportunity for the Company. Although management intends to endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all the significant risks, or that we will accurately determine the actual value of a ~~private~~prospective ~~target~~operating ~~company~~entity ~~about~~to ~~which~~acquire. In ~~little~~the ~~information~~event iswe ~~available~~elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s ability to evaluate and ~~such~~make ~~target~~decisions ~~entity~~on behalf of the Company may be limited, or we may make material expenditures on additional personnel or consultants to assist management in the Company’s operations. Investors should be aware that the information contained herein regarding the areas of our management’s expertise will not ~~generate~~necessarily ~~revenue~~be asrelevant ~~expected~~to an understanding of the business that we ultimately elect to acquire. As a result, our management may not be able to adequately ascertain or ~~otherwise~~assess byall ~~compatible~~the ~~with~~significant usrisks or asstrategic ~~expected~~opportunities that may arise. Accordingly, any shareholders in the Company following a business combination could suffer a reduction in the value of their shares, and any resulting loss will likely not be recoverable.

In pursuing our search for a business to acquire, we will likely seek to complete a business combination with a privately held company. Very little public information generally exists about private companies, and the only information available to us prior to making a decision may be from documents and information provided directly to us by the target company in connection with the transaction. Such documents or information or the conclusions we draw therefrom could prove to be inaccurate or misleading. As such, we may be required to make our decision on whether to pursue a potential business combination based on limited, incomplete, or faulty information, which may result in our subsequent operations generating less revenue than expected, which could materially harm our financial condition and results of operations.7

6We may attempt to complete a business combination with a private target company about which little information is available, and such target entity may not generate revenue as expected or otherwise by compatible with us as expected.

~~Our~~In pursuing ~~ability~~our search for a business to ~~assess~~acquire, ~~the~~we ~~management~~will oflikely seek to complete a ~~prospective~~business combination with a privately held company. ~~target~~Very ~~business~~little public information generally exists about private companies, and the only information available to us prior to making a decision may be ~~limited~~from documents and, asinformation aprovided ~~result,~~directly weto ~~may~~us ~~acquire~~by athe target ~~business~~company ~~whose~~in ~~management~~connection ~~does~~with ~~not~~the ~~have~~transaction. Such documents or information or the ~~skills,~~conclusions ~~qualifications~~we draw therefrom could prove to be inaccurate or misleading. As such, we may be required to make our ordecision ~~abilities~~on whether to ~~enable~~pursue a ~~seamless~~potential ~~transition~~business combination based on limited, ~~which~~incomplete, ~~could~~or faulty information, which may result in ~~turn~~our subsequent operations generating less revenue than expected, ~~negatively~~which ~~impact~~could materially harm our financial condition and results of operations.

~~When evaluating the desirability of a potential business~~Our ~~combination, our~~ ability to assess the ~~target business’s~~ management ~~may~~of ~~be limited due to~~ a ~~lack~~prospective ~~of time, resources, or information. Our management’s assessment of the capabilities of the~~ target’s ~~management,~~business ~~therefore,~~ may ~~prove to~~ be ~~incorrect~~limited and ~~such management may lack the skills~~, ~~qualifications~~as ora ~~abilities expected. Further~~result, inwe ~~most~~may ~~cases~~acquire ~~the~~a target’s ~~management~~business ~~may be expected~~whose ~~to want to manage us and replace our Chief Executive Officer. Should the target’s~~ management does not ~~possess~~have the skills, qualifications, or abilities ~~necessary~~ to ~~manage~~enable a ~~public~~seamless ~~company~~transition, orwhich ~~assist~~could, ~~with~~in ~~their former entity’s merger or combination into ours~~turn, ~~the operations and profitability of the post-acquisition business may be~~ negatively ~~impacted and~~ impact our ~~shareholders~~results ~~could suffer a reduction in the value~~ of ~~their shares~~operations.

~~Any~~When evaluating the desirability of a potential business wecombination, ~~acquire~~our ~~will~~ability ~~likely~~to ~~lack~~assess ~~diversity~~the target business’s management may be limited due to a lack of ~~operations~~time, resources, or ~~geographical~~information. ~~reach~~Our management’s assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities expected. Further, in ~~such~~most ~~case~~cases wethe ~~will~~target’s management may be ~~subject~~expected to ~~risks~~want ~~associated~~to ~~with~~manage ~~dependence~~us onand replace our Chief Executive Officer. Should the target’s management not possess the skills, qualifications, or abilities necessary to manage a ~~single~~public ~~industry~~company or ~~region~~assist with their former entity’s merger or combination into ours, the operations and profitability of the post-acquisition business may be negatively impacted and our shareholders could suffer a reduction in the value of their shares.

~~Our~~Any business ~~search~~we ~~for~~acquire ~~a business~~ will likely belack ~~focused~~diversity ~~on entities~~of ~~with~~operations ~~a single~~ or ~~limited~~geographical ~~business~~reach, ~~activity~~ and~~/or~~ ~~that operate~~ in ~~a limited geographic area. While larger companies have the ability to manage their risk by diversifying their operations among different industries and regions, smaller companies~~ such ascase ~~ours and the entities~~ we ~~anticipate reviewing for a potential business combination generally lack diversification, in terms of both the nature and geographic scope of their business. As a result, we~~ will ~~likely~~ be ~~impacted~~subject ~~more acutely by risks affecting the industry or the region in which we operate than we would if our business were more diversified. In addition~~ to ~~general economic~~ risks, ~~we could be exposed to~~associated ~~natural~~with ~~disasters,~~dependence ~~civil~~on ~~unrest, technological advances, and other uncontrollable developments that will threaten our viability if and to the extent our future operations are limited to~~ a single industry or region. ~~If we do not diversify our operations, our financial condition and results of operations will be at risk.~~

~~Changes~~Our search infor ~~laws~~a business will likely be focused on entities with a single or ~~regulations,~~limited business activity and/or that operate in a ~~failure~~limited geographic area. While larger companies have the ability to manage their risk by diversifying their operations among different industries ~~comply~~and ~~with~~regions, smaller companies such as ours and the ~~laws~~entities we anticipate reviewing for a potential business combination generally lack diversification, in terms of both the nature and ~~regulations~~geographic ~~applicable~~scope toof ustheir business. As a result, ~~may~~we ~~adversely~~will ~~affect~~likely be impacted more acutely by risks affecting the industry or the region in which we operate than we would if our business were more diversified. In addition to general economic risks, ~~ability~~we could be exposed to ~~negotiate~~natural disasters, civil unrest, technological advances, and ~~complete~~other uncontrollable developments that will threaten our viability if and to the extent our future operations are limited to a ~~business~~single industry or region. If we do not ~~combination~~diversify our operations, our financial condition and results of operations will be at risk.

WeChanges in ~~are subject to~~ laws ~~and~~or regulations ~~enacted by federal~~, ~~state,~~or ~~and~~a ~~local~~failure ~~governments. In addition~~ to ~~SEC~~comply ~~regulations,~~with ~~any business we acquire in~~ the future may be subject to substantial legal or regulatory oversight and restrictions, which could hinder our growth and expend material amounts on compliance. Compliance with, and monitoring of, applicable laws and regulations ~~may~~applicable beto ~~difficult~~us, ~~time consuming and costly. Those laws and regulations and their interpretation and application by courts and administrative judges~~ may ~~also~~adversely ~~change~~affect ~~from~~our ~~time~~business, ability to ~~time,~~negotiate and ~~any~~complete ~~such changes could be unfavorable to us and could have~~ a ~~material adverse effect on our~~ business, ~~investments~~combination, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could result in material defense or remedial costs and/or damages have a material adverse effect on our financial condition.

~~Risks~~We are ~~Related~~subject to ~~Our~~laws ~~Common~~and ~~Stock~~regulations enacted by federal, state, and local governments. In addition to SEC regulations, any business we acquire in the future may be subject to substantial legal or regulatory oversight and restrictions, which could hinder our growth and expend material amounts on compliance. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application by courts and administrative judges may also change from time to time, and any such changes could be unfavorable to us and could have a material adverse effect on our business, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could result in material defense or remedial costs and/or damages have a material adverse effect on our financial condition.

~~Due to factors beyond our control, our stock price may be volatile.~~8

~~There is currently a limited market for our Common~~Risks ~~Stock,~~Related and there can be no guarantee that an active market for our Common Stock will develop, even if we are successful in consummating a business combination. Recently, the price of our Common Stock has been volatile for no reason. Further, even if an active market for our Common Stock develops, it will likely be subject to byOur ~~significant price volatility when compared to more seasoned issuers. We expect that the price of our~~ Common Stock will continue to be more volatile than more seasoned issuers for the foreseeable future. Fluctuations in the price of our Common Stock can be based on various factors in addition to those otherwise described in this Report, including:

●Due to ~~General~~factors ~~speculative~~beyond ~~fever;~~our ~~● A prospective business combination and the terms and conditions thereof; ● The operating performance of any business we acquire~~control, ~~including~~our ~~any~~stock ~~failure~~price tomay ~~achieve~~be ~~material revenues therefrom;~~volatile.

7There is currently a limited market for our Common Stock, and there can be no guarantee that an active market for our Common Stock will develop, even if we are successful in consummating a business combination. Recently, the price of our Common Stock has been volatile for no reason. Further, even if an active market for our Common Stock develops, it will likely be subject to by significant price volatility when compared to more seasoned issuers. We expect that the price of our Common Stock will continue to be more volatile than more seasoned issuers for the foreseeable future. Fluctuations in the price of our Common Stock can be based on various factors in addition to those otherwise described in this Report, including:

● ~~The~~General ~~performance~~speculative ~~of our competitors in the marketplace, both pre- and post-combination~~fever; ● ~~The~~A ~~public’s~~prospective ~~reaction~~business tocombination ~~our press releases, SEC filings, website content~~ and ~~other~~the ~~public~~terms ~~announcements~~ and ~~information~~conditions thereof; ● ~~Changes~~The inoperating ~~earnings~~performance ~~estimates~~ of any business ~~that~~ we acquire ~~or recommendations by any research analysts who may follow us or other companies in the industry of a business that we acquire; ● Variations in general economic conditions~~, including ~~as may be caused by uncontrollable events such as the COVID-19 pandemic and the resulting decline in the economy; ● The public disclosure of the terms of~~ any ~~financing~~failure weto ~~disclose~~achieve inmaterial ~~the~~revenues ~~future~~therefrom; ● The number of shares of our Common Stock that are publicly traded in the future; ● Actions of our existing shareholders, including sales of Common Stock by our then directors and then executive officers or by significant investors; and ● The employment or termination of key personnel.

~~Many~~● The performance of ~~these~~our ~~factors~~competitors ~~are~~in ~~beyond~~the ~~our~~marketplace, ~~control~~both pre- and ~~may decrease~~post-combination; ~~the~~● ~~market~~The ~~price~~public’s ofreaction to our ~~Common~~press ~~Stock~~releases, ~~regardless~~SEC offilings, ~~whether~~website wecontent ~~can~~and ~~consummate~~other apublic ~~business~~announcements ~~combination~~ and information; ● Changes in earnings estimates of ~~our~~any ~~current~~business that we acquire or ~~subsequent operating~~recommendations ~~performance~~by ~~and~~any ~~financial~~research ~~condition.~~analysts Inwho ~~the~~may ~~past,~~follow ~~following~~us ~~periods~~or ofother ~~volatility~~companies in the ~~market~~industry ~~price~~ of a ~~company’s~~business ~~securities~~that we acquire; ● Variations in general economic conditions, ~~securities~~ ~~class~~including ~~action~~as ~~litigation~~may ~~has~~be ~~often~~caused ~~been~~by ~~instituted.~~uncontrollable Aevents ~~securities~~such ~~class~~as ~~action~~the ~~suit~~COVID-19 ~~against~~pandemic usand ~~could~~the ~~result~~resulting decline in ~~substantial~~the ~~costs and~~economy; ~~divert~~● ~~our~~The ~~management’s~~public ~~time~~disclosure ~~and~~of ~~attention,~~the ~~which~~terms ~~would~~of ~~otherwise~~any befinancing ~~used~~we todisclose ~~benefit~~in ~~our~~the ~~business.~~future;

~~Because~~● ~~trading~~The innumber of shares of our Common Stock isthat soare ~~limited, investors~~publicly ~~who~~traded ~~purchase~~in the future; ● Actions of our existing shareholders, including sales of Common Stock ~~may~~by ~~depress~~our ~~the~~then ~~market~~directors ifand ~~they~~then ~~sell~~executive ~~Common~~officers ~~Stock~~or by significant investors; and ● The employment or termination of key personnel.

~~Our~~Many of ~~Common~~these ~~Stock~~factors ~~trades~~are onbeyond our control and may decrease the ~~OTC~~market ~~Pink~~price ~~Market~~of our Common Stock, ~~the successor~~regardless toof ~~the~~whether ~~pink~~we ~~sheets.~~can ~~The~~consummate a ~~OTC~~business ~~Pink~~combination ~~Market~~and ~~generally~~of isour ~~illiquid~~current or subsequent operating performance and ~~most~~financial ~~stocks~~condition. ~~traded~~In ~~there~~the ~~are~~past, following periods of ~~companies~~volatility ~~that~~in ~~are~~the ~~not~~market ~~required to~~price ~~file~~of ~~reports~~a ~~with~~company’s ~~the~~securities, ~~SEC~~securities ~~under~~class ~~the~~action ~~Exchange~~litigation ~~Act~~has often been instituted. ~~Our~~A ~~Common~~securities class ~~Stock~~action ~~itself~~suit ~~infrequently~~against ~~trades~~us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business.

~~The~~Because trading ~~market~~in ~~price of~~ our Common Stock ~~may~~is ~~decline if~~so alimited, ~~substantial~~investors ~~number~~who ofpurchase ~~shares of~~ our Common Stock ~~are~~may ~~sold~~depress atthe ~~once~~market orif inthey ~~large~~sell ~~blocks~~Common Stock.

~~Presently the market for our~~ Our Common Stock istrades ~~limited. If~~on anthe ~~active~~OTC ~~market~~Pink ~~for~~Market, ~~our~~the ~~shares~~successor ~~develops~~to in the ~~future,~~pink ~~some~~sheets. orThe ~~all~~OTC ofPink ~~our~~Market ~~shareholders~~generally ~~may~~is ~~sell~~illiquid ~~their~~and ~~shares~~most ~~of our Common Stock which~~stocks ~~may~~traded ~~depress~~there ~~the~~are ~~market price. Any sale~~ of acompanies ~~substantial~~that ~~number~~are ofnot ~~these~~required ~~shares~~to infile ~~the~~reports ~~public~~with ~~market, or~~ the ~~perception~~SEC ~~that~~under ~~such a sale could occur, could cause~~ the ~~market~~Exchange ~~price~~Act. ofOur ~~our~~ Common Stock toitself ~~decline, which could reduce the value of the shares held by our other~~infrequently ~~shareholders~~trades.

~~Future issuance of our Common Stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition and any resulting financing.~~9

WeThe market ~~may~~price ~~issue additional shares~~ of our Common Stock in ~~the~~may ~~future.~~decline ~~The~~if ~~issuance of~~ a substantial ~~amount~~number of ~~our~~shares ~~Common Stock could substantially dilute the interests~~ of our ~~shareholders. In addition, the sale of a substantial amount of~~ Common Stock inare ~~the~~sold ~~public~~at ~~market,~~once ~~either in the initial issuance~~ or in alarge subsequent resale by the target company in a business combination which received our Common Stock as consideration or by investors who has previously acquired such Common Stock could have an adverse effect on the market price of our Common Stockblocks.

8Presently the market for our Common Stock is limited. If an active market for our shares develops in the future, some or all of our shareholders may sell their shares of our Common Stock which may depress the market price. Any sale of a substantial number of these shares in the public market, or the perception that such a sale could occur, could cause the market price of our Common Stock to decline, which could reduce the value of the shares held by our other shareholders.

~~Due~~Future issuance toof ~~recent~~our ~~changes~~Common toStock ~~Rule~~could ~~15c2-11~~dilute ~~under~~ the ~~Securities~~ ~~Exchange~~interests ~~Act~~ of ~~1934,~~ our ~~Common~~existing ~~Stock~~shareholders, ~~may~~particularly ~~become~~in ~~subject~~connection towith ~~limitations~~an oracquisition and ~~reductions~~any onresulting ~~stock price, liquidity, or volume~~financing.

~~On September 16, 2020, the SEC adopted amendments~~We tomay ~~Rule~~issue ~~15c2-11~~additional ~~under~~shares ~~the~~of ~~Securities~~our ~~Exchange~~Common ~~Act~~Stock ofin ~~1934 (~~the ~~“Exchange Act”)~~future. ~~This~~The ~~Rule~~issuance ~~applies~~of toa ~~broker-dealers~~substantial ~~who~~amount ~~quote securities~~of ~~listed on over-the-counter markets such as~~ our Common Stock. ~~The~~could ~~Rule as amended prohibits broker-dealers from publishing quotations~~substantially ondilute ~~OTC~~the ~~markets~~interests ~~for~~of anour ~~issuer’s~~shareholders. ~~securities~~In ~~unless~~addition, ~~they are based on current publicly available information about~~ the ~~issuer.~~sale ~~When it~~of ~~becomes~~a ~~effective,~~substantial ~~the~~amount ~~amended~~of ~~Rule~~Common ~~will~~Stock ~~also~~in ~~limit~~ the ~~Rule’s~~public ~~“piggyback” exception~~market, ~~which allows broker-dealers~~either toin ~~publish~~the ~~quotations~~initial ~~for~~issuance aor ~~security~~ in ~~reliance on the quotations of~~ a ~~broker-dealer~~subsequent ~~that~~resale ~~initially~~by ~~performed~~ the ~~information~~target ~~review required~~company byin ~~the~~a ~~Rule,~~business tocombination ~~issuers~~which ~~with~~received ~~current~~our ~~publicly~~Common ~~available~~Stock ~~information~~as consideration or ~~issuers~~by ~~that~~investors ~~are~~who ~~up-to-date~~has inpreviously ~~their~~acquired ~~Exchange~~such ~~Act~~Common ~~reports. As~~Stock ofcould ~~this~~have ~~date,~~an weadverse ~~are uncertain as what actual~~ effect on the ~~Rule~~market ~~may~~price ~~have~~of onour usCommon Stock.

~~The~~Due to ~~Rule~~recent changes ~~could~~to ~~harm~~Rule 15c2-11 ~~the liquidity and/or market price of our Common Stock by either preventing our shares from being quoted or driving up our costs of compliance. Because we are a voluntary filer~~ under ~~Section 15(d) of~~ the Securities Exchange Act ~~and~~of ~~not a public reporting company~~1934, ~~the~~our ~~practical~~Common ~~impact~~Stock ofmay ~~these~~become ~~changes~~subject is to ~~require~~limitations ~~us to maintain a level of periodic disclosure we are not presently required to maintain, which would cause us to incur material additional expenses. Further, if we cannot~~ or doreductions ~~not~~on ~~provide~~stock ~~or maintain current public information about our company~~price, ~~our stockholders may face difficulties in selling their shares of our Common Stock at desired prices~~liquidity, ~~quantities,~~ or ~~times, or at all, as a result of the amendments to the Rule~~volume.

~~ITEM~~On September 16, 1B2020, the SEC adopted amendments to Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”). ~~UNRESOLVED~~This ~~STAFF~~Rule ~~COMMENTS~~applies to broker-dealers who quote securities listed on over-the-counter markets such as our Common Stock. The Rule as amended prohibits broker-dealers from publishing quotations on OTC markets for an issuer’s securities unless they are based on current publicly available information about the issuer. When it becomes effective, the amended Rule will also limit the Rule’s “piggyback” exception, which allows broker-dealers to publish quotations for a security in reliance on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly available information or issuers that are up-to-date in their Exchange Act reports. As of this date, we are uncertain as what actual effect the Rule may have on us.

~~Not~~The Rule ~~applicable~~changes could harm the liquidity and/or market price of our Common Stock by either preventing our shares from being quoted or driving up our costs of compliance. Because we are a voluntary filer under Section 15(d) of the Exchange Act and not a public reporting company, the practical impact of these changes is to require us to maintain a level of periodic disclosure we are not presently required to maintain, which would cause us to incur material additional expenses. Further, if we cannot or do not provide or maintain current public information about our company, our stockholders may face difficulties in selling their shares of our Common Stock at desired prices, quantities, or times, or at all, as a result of the amendments to the Rule.

ITEM 2 1B. UNRESOLVED ~~PROPERTIES~~STAFF COMMENTS.

~~The Company’s principal business and corporate address is 1185 Avenue~~Not ~~of the Americas, 3rd Floor, New York, New York 11572~~applicable.

ITEM 3 2. ~~LEGAL PROCEEDINGS~~ PROPERTIES

WeThe Company’s ~~are~~principal ~~not~~business ~~currently~~and ~~involved~~corporate inaddress ~~any~~is ~~legal~~1185 ~~proceedings~~Avenue ~~and~~of wethe ~~are~~Americas, ~~not~~3rd ~~aware of~~Floor, ~~any~~New ~~pending~~York, orNew ~~potential~~York ~~legal actions.~~11572

ITEM 4 3. LEGAL ~~MINE SAFETY DISCLOSURES~~PROCEEDINGS

~~Not~~We are ~~applicable~~not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

9ITEM 4. MINE SAFETY DISCLOSURES

~~PART II~~Not applicable.

~~ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS~~10

~~Market Information~~PART II

~~Our Common Stock is not listed on any securities exchange, and is quoted on the OTC Pink Market under the symbol “OOGI~~ITEM 5.~~” Because our Common Stock is not~~ ~~listed~~MARKET onFOR aCOMMON ~~securities~~EQUITY ~~exchange~~AND ~~and~~RELATED ~~its~~STOCKHOLDER ~~quotations on OTC Pink are limited and sporadic, there is currently no established public trading market for our Common Stock.~~MATTERS

~~The following table reflects~~Market the high and low closing sales information for our Common Stock for each fiscal quarter during the fiscal years ended December 31, 2021 and 2020. This information was obtained from OTC Pink and reflects inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.Information

	COMMON STOCK MARKET PRICE
	HIGH		LOW
FISCAL YEAR ENDED DECEMBER 31, 2021:
First Quarter	$	0.115	$	0.0029
Second Quarter	$	0.114	$	0.0312
Third Quarter	$	0.0869	$	0.0321
Fourth Quarter	$	0.007	$	0.032

Our Common Stock is not listed on any securities exchange, and is quoted on the OTC Pink Market under the symbol “OOGI.” Because our Common Stock is not listed on a securities exchange and its quotations on OTC Pink are limited and sporadic, there is currently no established public trading market for our Common Stock.

	COMMON STOCK MARKET PRICE
	HIGH		LOW
FISCAL YEAR ENDED DECEMBER 31, 2020:
First Quarter*	$	0.0085	$	0.0016
Second Quarter*	$	0.008	$	0.002
Third Quarter*	$	0.01	$	0.0015
Fourth Quarter	$	0.005	$	0.0011

The following table reflects the high and low closing sales information for our Common Stock for each fiscal quarter during the fiscal years ended December 31, 2022 and 2021. This information was obtained from OTC Pink and reflects inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Holders

	COMMON STOCK MARKET PRICE
	HIGH		LOW
FISCAL YEAR ENDED DECEMBER 31, 2022:
First Quarter	$	0.039	$	0.023
Second Quarter	$	0.02605	$	0.008
Third Quarter	$	0.024	$	0.008
Fourth Quarter	$	0.018	$	0.015

As of December 31, 2021 there were 3,076 shareholders of record of the Company’s Common Stock based upon the records of the shareholders provided by the Company’s transfer agent. The Company’s transfer agent is Colonial Stock Transfer, Inc. 66 Exchange Place, 1st floor Salt Lake City, UT 84111.

	COMMON STOCK MARKET PRICE
	HIGH		LOW
FISCAL YEAR ENDED DECEMBER 31, 2021:
First Quarter*	$	0.115	$	0.0029
Second Quarter*	$	0.114	$	0.0312
Third Quarter*	$	0.0869	$	0.0321
Fourth Quarter	$	0.007	$	0.032

~~Dividends~~Holders

WeAs of ~~have~~December 31, ~~never~~2022 ~~paid~~there orwere ~~declared~~3,076 ~~any~~shareholders ~~dividends~~of onrecord ~~our~~ of the Company’s Common Stock ~~and~~based doupon ~~not~~the ~~anticipate~~records ~~paying~~of ~~cash~~the ~~dividends~~shareholders provided inby the ~~foreseeable~~Company’s ~~future~~transfer agent. The Company’s transfer agent is Colonial Stock Transfer, Inc. 66 Exchange Place, 1st floor Salt Lake City, UT 84111.

~~Securities Authorized For Issuance Under Equity Compensation Plans~~Dividends

We have ~~currently~~never paid or declared any dividends on our Common Stock and do not ~~have~~anticipate ~~any~~paying ~~equity~~cash ~~compensation~~dividends ~~plans~~in the foreseeable future.

~~Unregistered~~Securities Authorized ~~Sales~~For ofIssuance Under Equity ~~Securities~~Compensation Plans

We ~~have previously disclosed all sales of securities~~ ~~without~~currently ~~registration~~do ~~under~~not ~~the~~have ~~Securities~~any ~~Act~~equity ofcompensation ~~1933~~plans.

~~ITEM~~Unregistered Sales 6.of ~~SELECTED~~Equity ~~FINANCIAL DATA~~Securities

~~Not~~We have ~~Applicable~~previously disclosed all sales of securities without registration under the Securities Act of 1933.

10ITEM 6. SELECTED FINANCIAL DATA

~~ITEM 7~~Not Applicable. ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS~~

The Company has no operations or revenue as of the date of this Report. We are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of Covid-19 on our business, see Item 1.A. - “Risk Factors”.11

~~Plan~~ITEM 7. MANAGEMENT’S ofDISCUSSION ~~Operation~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

The Company has no operations ~~from~~or arevenue ~~continuing~~as of the date of this Report. We are currently in the process of developing a business plan. Management ~~other~~intends ~~than~~to explore and identify viable business opportunities within the ~~expenditures~~U.S. ~~related~~including seeking to ~~running~~acquire ~~the~~a ~~Company~~business in a reverse merger. Our ability to effectively identify, develop and ~~has~~implement noa ~~revenue~~viable ~~from~~plan ~~continuing~~for ~~operations~~our asbusiness may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the ~~date~~coronavirus pandemic on the U.S. and global economies. For more information about the risk of ~~this~~Covid-19 ~~Report~~on our business, see Item 1.A. - “Risk Factors”.

~~Management intends to explore and identify business~~Plan ~~opportunities within the U.S., including a potential acquisition~~ of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of coronavirus on our business, see Item 1A “Risk Factors.”Operation

WeThe Company dohas ~~not~~no ~~currently~~operations ~~engage~~from ina ~~any~~continuing business ~~activities that~~other ~~provide~~than ~~revenue~~the orexpenditures ~~cash~~related ~~flow.~~to ~~During~~running the ~~next 12 month period we anticipate incurring costs in connection with investigating~~Company, ~~evaluating,~~ and ~~negotiating~~has ~~potential~~no ~~business~~revenue ~~combinations,~~from continuing ~~filing~~operations ~~SEC~~as ~~reports,~~of ~~and~~the ~~consummating~~date ~~an acquisition~~ of anthis ~~operating business~~Report.

~~Given~~Management intends ~~our~~to ~~limited~~explore ~~capital~~and ~~resources,~~identify webusiness ~~may~~opportunities ~~consider~~ within the U.S., including a ~~business~~potential ~~combination~~acquisition ~~with~~of an operating entity ~~which~~through a ~~has~~reverse ~~recently~~merger, ~~commenced~~asset ~~operations,~~purchase isor asimilar ~~developing~~transaction. ~~company~~Our orChief isExecutive ~~otherwise~~Officer has experience in ~~need~~business ofconsulting, ~~additional~~although ~~funds~~no ~~for~~assurances ~~the~~can ~~development~~be ofgiven ~~new~~that ~~products~~he orcan ~~services~~identify orand ~~expansion~~implement ~~into~~a ~~new~~viable ~~markets~~business strategy or isthat anany ~~established~~such ~~business~~strategy ~~experiencing~~will ~~financial~~result in profits. orOur ~~operating~~ability ~~difficulties~~to ~~and~~effectively isidentify, indevelop ~~need~~and ofimplement ~~additional~~a ~~capital.~~viable ~~Alternatively,~~plan afor our business ~~combination~~ may ~~involve~~be ~~the~~hindered ~~acquisition~~by ~~of,~~risks and uncertainties orwhich ~~merger~~are ~~with~~beyond our control, anincluding ~~entity~~without ~~which~~limitation, ~~desires~~the ~~access~~continued tonegative effects of the coronavirus pandemic on the U.S. ~~capital~~and global ~~markets~~economies. For more information about the risk of coronavirus on our business, see Item 1A “Risk Factors.”

~~As of the date of this Report, our management has~~We do not ~~had~~currently ~~any~~engage ~~discussions~~in ~~with~~ any ~~representative of any other entity regarding a potential~~ business ~~combination.~~activities ~~Any target business~~ that is ~~selected~~provide ~~may~~revenue ~~be financially unstable~~ or incash ~~the early stages of development~~flow. InDuring ~~such event, we expect to be subject to numerous risks inherent in~~ the ~~business~~next ~~and~~12 ~~operations~~month ofperiod ~~a financially unstable or early stage entity. In addition,~~ we ~~may~~anticipate ~~effect a business combination~~incurring ~~with~~costs ~~an entity~~ in anconnection ~~industry~~with ~~characterized~~investigating, ~~by a high level of risk or in which our management has limited experience~~evaluating, and, ~~although~~negotiating ~~our management~~potential ~~will~~business ~~endeavor~~combinations, tofiling ~~evaluate~~SEC ~~the risks inherent in a particular target business~~reports, ~~there~~and ~~can be no assurance that we will properly~~consummating ~~ascertain~~an oracquisition ~~assess~~of ~~all~~an ~~significant~~operating ~~risks~~business.

~~Our~~Given our ~~management~~limited ~~anticipates~~capital ~~that~~resources, we ~~will~~may ~~likely~~consider ~~only be~~a ~~able to effect one~~ business combination ~~due~~with toan ~~our~~entity ~~limited~~which ~~capital.~~has ~~This~~recently ~~lack~~commenced ofoperations, ~~diversification~~is ~~will~~a ~~likely~~developing company ~~pose~~or ais ~~substantial~~otherwise ~~risk~~ in ~~investing~~need inof ~~the~~additional ~~Company~~funds for the ~~indefinite~~development ~~future~~of ~~because~~new itproducts ~~will~~or ~~not~~services ~~permit~~or usexpansion tointo ~~offset~~new ~~potential~~markets ~~losses~~or is ~~from~~an ~~one~~established ~~venture~~business experiencing financial or operating ~~territory~~ ~~against~~difficulties ~~gains~~and ~~from~~is ~~another.~~in ~~The~~need ~~risks~~of weadditional ~~face~~capital. ~~will~~Alternatively, ~~likely~~a bebusiness combination ~~heightened~~may toinvolve the ~~extent~~acquisition weof, ~~acquire~~or amerger ~~business~~with, ~~operating~~an inentity awhich ~~single industry~~desires oraccess ~~geographical~~to ~~region~~the U.S. capital markets.

WeAs of ~~anticipate that~~ the ~~selection~~date of athis ~~business~~Report, ~~combination will~~our bemanagement ahas ~~complex~~not ~~and~~had ~~risk-prone~~any ~~process.~~discussions ~~Because~~with any representative of ~~general~~any ~~economic~~other ~~conditions,~~entity ~~including~~regarding ~~unfavorable~~a ~~conditions~~potential business ~~caused~~combination. byAny ~~the~~target ~~coronavirus pandemic,~~business ~~rapid~~that ~~technological~~is ~~advances~~selected ~~being~~may ~~made~~be infinancially ~~some~~unstable ~~industries~~or ~~and~~in ~~shortages~~the early stages of ~~available~~development. ~~capital~~In such event, ~~management~~we ~~believes~~expect ~~that~~to ~~there are~~be asubject ~~number~~to ofnumerous ~~firms~~risks ~~seeking~~inherent ~~business~~in ~~opportunities~~the atbusiness ~~this~~and ~~time~~operations atof ~~discounted~~a ~~rates~~financially ~~with~~unstable ~~which~~or weearly ~~will~~stage ~~compete~~entity. In Weaddition, ~~expect~~we ~~that~~may ~~any~~effect ~~potentially available~~a business ~~combinations~~combination ~~may~~with ~~appear~~an entity in an industry characterized by a ~~variety~~high level of ~~different~~risk ~~industries~~ or ~~regions~~in ~~and~~which atour management ~~various~~has ~~stages~~limited ofexperience, ~~development~~and, ~~all~~although ~~of which~~our management will ~~likely~~endeavor ~~render~~to evaluate the ~~task~~risks ofinherent ~~comparative~~in ~~investigation~~a ~~and~~particular ~~analysis~~target ofbusiness, there ~~such~~can ~~business~~be ~~opportunities~~no ~~extremely~~assurance ~~difficult~~that ~~and~~we ~~complicated~~will properly ascertain or assess all significant risks.

11Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.

~~Once~~We anticipate wethat ~~have~~the ~~developed~~selection of a business combination will be a complex and ~~begun~~risk-prone toprocess. ~~implement~~Because ~~our~~of general economic conditions, ~~business~~including ~~plan~~unfavorable conditions caused by the coronavirus pandemic, ~~management~~rapid ~~intends~~technological toadvances ~~fund~~being ~~our~~made ~~working~~in some industries and shortages of available capital, ~~requirements~~management ~~through~~believes that there are a ~~combination~~number of ~~our~~firms ~~existing~~seeking ~~funds~~business ~~and~~opportunities ~~future~~at ~~issuances~~this time at discounted ofrates ~~debt~~with orwhich ~~equity~~we ~~securities~~will compete. ~~Our~~We ~~working~~expect ~~capital~~that ~~requirements~~any ~~are~~potentially ~~expected~~available tobusiness ~~increase~~combinations may appear in ~~line~~a ~~with~~variety of different industries or regions and at various stages of development, all of which will likely render the ~~implementation~~task of acomparative ~~business plan~~investigation and analysis ~~commencement~~ of ~~operations~~such business opportunities extremely difficult and complicated.

~~Based upon our current operations, we do not have sufficient working capital to fund our operations over the next~~ 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be very dilutive.

~~Additional issuances of equity or convertible debt~~Once ~~securities~~we ~~will~~have ~~result~~developed inand ~~dilution~~begun to implement our ~~current~~business ~~shareholders. Further~~plan, ~~such~~management ~~securities~~intends ~~might~~to ~~have~~fund ~~rights,~~our ~~preferences,~~working orcapital ~~privileges senior~~requirements tothrough ~~our~~a ~~Common~~combination of ~~Stock.~~our ~~Additional~~existing ~~financing~~funds ~~may~~and ~~not~~future beissuances ~~available~~of ~~upon~~debt ~~acceptable terms,~~ or atequity ~~all~~securities. IfOur ~~adequate~~working ~~funds~~capital ~~are~~requirements ~~not available or~~ are ~~not~~expected ~~available~~to onincrease ~~acceptable~~in line ~~terms,~~with wethe ~~may~~implementation ~~not be able to take advantage~~ of ~~prospective~~a ~~new~~ business ~~endeavors~~plan ~~or opportunities, which could significantly~~ and ~~materially~~commencement ~~restrict~~of ~~our business~~ operations.

~~We anticipate that we will incur operating losses~~Based inupon ~~the~~our ~~next~~current ~~12 months~~operations, ~~principally~~we ~~costs~~do ~~related~~not tohave ~~our~~sufficient ~~being~~working ~~obligated~~capital to ~~file~~fund ~~reports~~our ~~with~~operations over the ~~SEC.~~next ~~Our~~12 ~~prospects~~months. ~~must~~If bewe ~~considered~~are able into ~~light~~close ofa ~~the~~reverse ~~risks~~merger, ~~expenses~~it ~~and~~is ~~difficulties~~likely ~~frequently~~we ~~encountered~~will byneed ~~companies~~capital inas ~~their~~a ~~early~~condition ~~stage~~ of ~~development~~closing that acquisition. ~~Such~~Because ~~risks~~of ~~for us~~the ~~include~~uncertainties, we ~~but~~cannot ~~are~~be ~~not~~certain ~~limited~~as to, anhow ~~evolving~~much ~~and~~capital ~~unpredictable~~we ~~business~~need ~~model,~~to ~~recognition~~raise ofor ~~revenue sources, and~~ the ~~management~~type of ~~growth.~~ Tosecurities ~~address these risks,~~ we ~~must,~~will ~~among~~be ~~other~~required ~~things,~~to ~~develop,~~issue. ~~implement,~~In ~~and~~connection ~~successfully execute our business and marketing strategy,~~with ~~respond~~a toreverse ~~competitive developments~~merger, ~~and attract, retain, and motivate qualified personnel. There can be no assurance that~~ we will be ~~successful~~required ~~in addressing such risks, and the failure~~ to doissue ~~so could have~~ a ~~material~~controlling ~~adverse~~block ~~effect~~of on our ~~business~~securities ~~prospects,~~to ~~financial condition,~~the ~~and~~target’s ~~results~~shareholders ofwhich ~~operations~~will be very dilutive.

~~COVID-19~~Additional issuances ~~Update~~of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

ToWe anticipate ~~date,~~that we will incur operating losses in the ~~COVID-19~~next ~~pandemic~~12 ~~has~~months, ~~not~~principally ~~had~~costs arelated ~~material~~to our being obligated to file reports ~~impact~~with onthe SEC. Our prospects must be considered in light of the ~~Company~~risks, ~~particularly~~expenses ~~due~~and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, ~~our~~an ~~current~~evolving ~~lack~~and unpredictable business model, recognition of ~~operations~~revenue sources, and the management of growth. ~~The~~To ~~pandemic~~address ~~may~~these risks, ~~however~~we must, ~~have~~among another ~~impact~~things, ondevelop, implement, and successfully execute our ~~ability~~business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. ~~evaluate~~There can be no assurance that we will be successful in addressing such risks, and ~~acquire~~the anfailure ~~operating~~to ~~entity~~do ~~through~~so could have a ~~reverse~~material ~~merger~~adverse effect oron ~~otherwise.~~our ~~See~~business ~~Item~~prospects, 1Afinancial ~~“Risk~~condition, ~~Factors”~~and ~~for~~results ~~more~~of ~~information~~operations.

~~Off Balance Sheet Arrangements~~COVID-19 Update

AsTo date, of the ~~date~~COVID-19 ofpandemic ~~this~~has ~~Report,~~not wehad doa ~~not~~material ~~have~~impact ~~any off-balance~~on ~~sheet~~the ~~arrangements~~Company, ~~that~~particularly ~~have~~due orto ~~are~~our ~~reasonably~~current ~~likely~~lack toof ~~have~~operations. aThe ~~current~~pandemic may, orhowever, ~~future~~have ~~effect~~an impact on our ~~financial~~ability ~~condition,~~to ~~changes in~~evaluate ~~financial~~and ~~condition,~~acquire ~~revenues~~an oroperating ~~expenses,~~entity ~~results~~through ofa ~~operations,~~reverse ~~liquidity,~~merger ~~capital expenditures~~ or ~~capital~~otherwise. ~~resources~~See ~~that~~Item 1A “Risk ~~are~~Factors” ~~material to~~for ~~investors~~more information.

~~Going~~Off Balance ~~Concern~~Sheet Arrangements

~~The independent registered public accounting firm~~As ~~auditors’~~of ~~report~~the ~~accompanying~~date ~~our~~of ~~December~~this 3Report, ~~2021~~we ~~financial~~do ~~statements~~not ~~contained~~have anany ~~explanatory~~off-balance ~~paragraph~~sheet ~~expressing~~arrangements ~~substantial doubt~~that ~~about~~have ~~our~~or ~~ability~~are toreasonably ~~continue~~likely asto ~~a going concern. The financial statements~~ have ~~been~~a ~~prepared~~current ~~“assuming~~or future ~~that~~effect weon ~~will~~our ~~continue as~~financial ~~a going concern~~condition,” ~~which~~changes ~~contemplates~~in ~~that~~financial wecondition, ~~will~~revenues ~~realize~~or ~~our~~expenses, ~~assets~~results ~~and~~of ~~satisfy~~operations, ~~our~~liquidity, ~~liabilities~~capital expenditures ~~and~~or ~~commitments~~capital inresources ~~the~~that ~~ordinary course~~are ofmaterial ~~business~~to investors.

~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Going Concern

~~Not~~The independent ~~applicable~~registered public accounting firm auditors’ report accompanying our December 3, 2022 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

12ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~ITEM 8~~Not applicable. ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of December 31, 2021 and December 31, 2020	F-3
Statements of Operations for the years ended December 31, 2021 and December 31, 2020	F-4
Statement of Changes in Stockholders’ Equity for the years ended December 31, 2021 and December 31, 2020	F-5
Statements of Cash Flows for the years ended December 31, 2021 and December 31, 2020	F-6
Notes to the Financial Statements	F-7 - F-9

~~F-1~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm		F-2

Balance Sheets as of December 31, 2022 and December 31, 2021		F-3

Statements of Operations for the years ended December 31, 2022 and December 31, 2021		F-4

Statement of Changes in Stockholders’ Equity for the years ended December 31, 2022 and December 31, 2021		F-5

Statements of Cash Flows for the years ended December 31, 2022 and December 31, 2021		F-6

Notes to the Financial Statements		F-7 - F-10

~~To the shareholders and the board of directors of C2E Energy, Inc.~~F-1

~~Opinion~~Report of onIndependent ~~the~~Registered ~~Financial~~Public ~~Statements~~Accounting Firm

WeTo ~~have audited~~ the ~~accompanying~~shareholders ~~consolidated balance sheets of C2E Energy, Inc. as of December 31, 2021~~ and ~~2020,~~ the ~~related~~board ~~statements~~ of operations, stockholders’ equity (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.

~~Substantial~~directors ~~Doubt~~of ~~about~~C2E ~~the~~Energy, ~~Company’s Ability to Continue as a Going Concern~~Inc.

~~The~~Opinion ~~accompanying~~on ~~financial statements have been prepared assuming that~~ the ~~Company~~Financial will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Statements

~~Basis~~We have audited the accompanying consolidated balance sheets of C2E Energy, Inc. as of December 31, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for ~~Opinion~~the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

~~These~~Substantial ~~financial~~Doubt ~~statements~~about ~~are~~ the ~~responsibility of the~~ Company’s ~~management.~~Ability ~~Our responsibility is~~ to ~~express~~Continue anas ~~opinion on the Company’s financial statements based on our audit. We are~~ a ~~public~~Going 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.Concern

WeThe ~~conducted~~accompanying ~~our~~financial ~~audit~~statements inhave ~~accordance~~been ~~with~~prepared ~~the~~assuming ~~standards~~that of the ~~PCAOB.~~Company ~~Those~~will ~~standards~~continue ~~require~~as ~~that~~a wegoing ~~plan~~concern. ~~and~~As ~~perform~~discussed ~~the~~in ~~audit~~Note 2 to ~~obtain reasonable assurance about whether~~ the financial statements ~~are free of material misstatement~~, ~~whether~~the ~~due to error or fraud. The~~ Company’s issignificant ~~not~~operating ~~required~~losses toraise ~~have,~~substantial ~~nor~~doubt ~~were~~about weits ~~engaged~~ability to ~~perform,~~continue anas ~~audit~~a ofgoing ~~its internal control over financial reporting~~concern. AsThe ~~part of our audits we are required to obtain an understanding of internal control over~~ financial ~~reporting~~statements ~~but~~do not ~~for~~include ~~the~~any ~~purpose~~adjustments ofthat ~~expressing~~might anresult ~~opinion~~from on the ~~effectiveness~~outcome of ~~the~~this ~~Company’s internal control over financial reporting~~uncertainty. ~~Accordingly, we express no such opinion.~~

~~Our~~Basis audit 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 audit 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 audit provides a reasonable basis for ~~our opinion.~~Opinion

~~Critical~~These ~~Audit~~financial ~~Matter~~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.

~~Critical~~We conducted our audit ~~matters~~in ~~are~~accordance ~~matters~~with ~~arising~~the ~~from~~standards of the ~~current-period~~PCAOB. Those standards require that we plan and perform the audit ofto obtain reasonable assurance about whether the financial statements ~~that~~are ~~were~~free ~~communicated~~of material misstatement, whether due to error or fraud. The Company is not required to behave, ~~communicated~~nor were we engaged to ~~the~~perform, an audit ~~committee~~of ~~and~~its ~~that~~internal ~~(1)~~control ~~relate~~over tofinancial ~~accounts~~reporting. orAs ~~disclosures~~part ~~that~~of our audits we are ~~material~~required to ~~the~~obtain an understanding of internal control over financial ~~statements~~reporting ~~and~~but ~~(2)~~not ~~involved~~for ~~our~~the ~~especially~~purpose ~~challenging,~~of ~~subjective,~~expressing oran ~~complex~~opinion ~~judgments.~~on Wethe ~~determined~~effectiveness ~~that~~of ~~there~~the ~~are~~Company’s nointernal ~~critical~~control ~~audit~~over ~~matters~~financial reporting. Accordingly, we express no such opinion.

~~/s/~~Our BFaudit ~~Borgers~~included ~~CPA~~performing PCprocedures 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 audit 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 audit provides a reasonable basis for our opinion.

WeCritical ~~have~~Audit ~~served as the Company’s auditor since 2021~~Matter

~~Lakewood~~Critical audit matters 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, COsubjective, or complex judgments.

~~March~~We ~~21,~~determined ~~2022~~that there are no critical audit matters.

/s/ BF Borgers CPA PC (PCAOB ID 5041 )

~~F-2~~We have served as the Company’s auditor since 2021

~~C2E ENERGY~~Lakewood, ~~INC.~~CO

~~BALANCE~~March 30, ~~SHEETS~~2023

	December 31,			December 31,
	2021			2020
ASSETS
Total Assets	$	-		$	-
LIABILITIES & STOCKHOLDERS’ DEFICIT
Accounts payable	$	140,527		$	-
Note payable related parties		130,188			5,000
Total liabilities		270,715			5,000
Commitments and Contingencies		-			-
Stockholders’ Equity
Preferred Series $0.0001 par value, 20,000,000 shares authorized, 10,000,000 and -0- shares issued and outstanding, December 31, 2021 and December 31,2020, respectively		1,000			-
Common stock, $0.0001 par value; 2,000,000,000 shares authorized, 1,994,657,080 shares issued and outstanding December 31, 2021 and December 31, 2020		199,466			199,466
Additional paid in capital		70,857,492			70,558,869
Retained earnings (deficit)		(71,328,673	)		(70,763,335	)
Total Stockholders’ (Deficit)		(270,715	)		(5,000	)
Total Liabilities and Stockholders’ (Equity)	$	-		$	-

F-2

~~The accompanying notes are an integral part~~C2E ofENERGY, ~~these financial statements~~INC.

~~F-3~~BALANCE SHEETS

C2E ENERGY, INC.


	December 31,			December 31,
	2022			2021
ASSETS
Total Assets	$	-		$	-

LIABILITIES & STOCKHOLDERS’ DEFICIT
Accounts payable	$	7,318		$	-
Accounts payable-related party		479,527			140,527
Note payable related parties		188,689			130,188
Total liabilities		675,534			270,715

Commitments and Contingencies		-			-

Stockholders’ Deficit
Preferred Series $0.0001 par value, 20,000,000 shares authorized, 10,000,000 and 10,000,000 shares issued and outstanding, December 31, 2022 and December 31, 2021, respectively		1,000			1,000
Common stock, $0.0001 par value; 2,000,000,000 shares authorized, 1,994,657,080 shares issued and outstanding December 31, 2022, and December 31, 2021		199,466			199,466
Additional paid in capital		70,857,492			70,857,492
Accumulated deficit		(71,733,492	)		(71,328,673	)
Total Stockholders’ Deficit		(675,534	)		(270,715	)
Total Liabilities and Stockholders’ Deficit	$	-		$	-

~~STATEMENTS~~The accompanying OFnotes ~~OPERATIONS~~are an integral part of these financial statements.

	Year Ended			Year Ended
	December 31,			December 31,
	2021			2020
Revenue	$	-		$	-
Operating Expenses:
Administrative expenses -related party	$	565,338			5,000
Total operating expenses		565,338			5,000
(Loss) from operations		(565,338	)		(5,000	)
Other expense		-			-
Other (expense) net		-			-
Income (loss) before provision for income taxes		(565,338	)		(5,000	)
Provision for income taxes		-			-
Net (Loss)	$	(565,338	)	$	(5,000	)
Basic and diluted earnings(loss) per common share	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding		1,994,657,080			1,994,657,080

F-3

~~The accompanying notes are an integral part~~C2E ofENERGY, ~~these financial statements~~INC.

~~F-4~~STATEMENTS OF OPERATIONS

C2E ENERGY


	Year Ended			Year Ended
	December 31,			December 31,
	2022			2021
Revenue	$	-		$	-

Operating Expenses:
Administrative expenses-related party		404,819			565,338
Total operating expenses		404,819			565,338
(Loss) from operations		(404,819	)		(565,338	)
Other expense		-			-
Other (expense) net		-			-
Income (loss) before provision for income taxes		(404,819	)		(565,338	)
Provision for income taxes		-			-
Net (Loss)	$	(404,819	)	$	(565,338	)

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

Weighted average number of shares outstanding		1,994,657,080			1,994,657,080

~~STATEMENTS~~The accompanying OFnotes ~~CHANGES~~are INan ~~STOCKHOLDERS’~~integral ~~EQUITY~~part of these financial statements.

~~(Unaudited)~~F-4

									Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Value		Shares		Value		Capital		Deficit			Equity
Balance, December 31, 2019		-	$	-		1,994,657,080	$	199,466	$	70,558,869	$	(70,758,335	)	$	-
Net loss				-				-		-		(5,000	)		(5,000	)
Balance, December 31, 2020		-	$	-		1,994,657,080	$	199,466	$	70,558,869	$	(70,763,335	)	$	(5,000	)

C2E ENERGY

									Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Value		Shares		Value		Capital		Deficit			Equity
Balance, December 31, 2020		-	$	-		1,994,657,080	$	199,466	$	70,558,869	$	(70,763,335	)	$	(5,000	)
Net loss								-				(565,338	)		(565,338	)
Issuance of preferred stock for services		10,000,000		1,000						249,000					250,000
Forgiveness of related party debt										49,623					49,623
Balance, December 31, 2021		10,000,000	$	1,000		1,994,657,080	$	199,466		70,857,492	$	(71,328,673	)	$	(270,715	)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

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


									Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Value		Shares		Value		Capital		Deficit			Equity
Balance, December 31, 2020		-	$	-		1,994,657,080	$	199,466	$	70,558,869	$	(70,763,335	)	$	(5,000	)

Net loss												(565,338	)		(565,338	)

Issuance of preferred stock for services		10,000,000		1,000						249,000					250,000

Forgiveness of related party debt								-		49,623					49,623

Balance, December 31, 2021		10,000,000	$	1,000		1,994,657,080	$	199,466	$	70,857,492	$	(71,328,673	)	$	(270,715	)

F-5

									Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Value		Shares		Value		Capital		Deficit			Equity
Balance, December 31, 2021		10,000,000	$	1,000		1,994,657,080	$	199,466	$	70,857,492	$	(71,328,673	)	$	(270,715	)

Net loss				-				-		-		(404,819	)		(404,819	)

Balance, December 31, 2022		10,000,000	$	1,000		1,994,657,080	$	199,466	$	70,857,492	$	(71,733,492	)	$	(675,534	)

~~C2E~~The accompanying ~~ENERGY,~~notes ~~INC~~are an integral part of these financial statements.

~~STATEMENTS OF CASH FLOWS~~F-5

	Year Ended			Year Ended
	December 31,			December 31,
	2021			2020
Cash Flows From Operating Activities:
Net loss	$	(565,338	)	$	(5,000.00	)
Stock based compensation		250,000		$	-
Changes is assets and liabilities:
Accounts payable		140,527			-
Net cash provided by (used for) operating activities		(174,811	)		(5,000	)
Cash Flows From Investing Activities:
Net cash provided by (used for) investing activities		-			-
Cash Flows From Financing Activities:
Proceeds from related party loans		174,811			5,000
Net cash provided by (used for) financing activities		174,811			5,000
Net Increase (Decrease) In Cash		-			-
Cash At The Beginning Of The Period		-			-
Cash At The End Of The Period	$	-		$	-

C2E ENERGY, INC.

~~The accompanying notes are an integral part of these~~STATEMENTS ~~financial~~OF ~~statements.~~CASH FLOWS

F-6


	Year Ended			Year Ended
	December 31,			December 31,
	2022			2021
Cash Flows From Operating Activities:
Net loss	$	(404,819	)	$	(565,338	)
Stock based compensation		-			250,000
Changes is assets and liabilities:
Accounts payable		346,318			140,527
Net cash used in operating activities		(58,501	)		(174,811	)

Cash Flows From Investing Activities:
Net cash provided by (used for) investing activities		-			-

Cash Flows From Financing Activities:
Proceeds from related party loans		58,501			174,811
Net cash provided by financing activities		58,501			174,811

Net Increase (Decrease) In Cash		-			-
Cash At The Beginning Of The Year		-			-
Cash At The End Of The Year	$	-		$	-

~~C2E~~The accompanying ~~ENERGY,~~notes ~~INC~~are an integral part of these financial statements.

~~NOTES TO FINANCIAL STATEMENTS~~F-6

~~FOR THE YEARS ENDED DECEMBER 31~~C2E ENERGY, ~~2021 AND 2020~~INC.

~~NOTE~~NOTES TO 1FINANCIAL ~~– ORGANIZATION AND DESCRIPTION OF BUSINESS~~STATEMENTS

~~C2E Energy, Inc. (‘the Company”) f/k/as~~FOR ~~Odyssey~~THE ~~Oil~~YEARS &ENDED ~~Energy~~DECEMBER 31, ~~Inc.~~2022 ~~was~~AND formed in Florida in August 2001 with the plan of becoming a direct marketing company that developed and marketed premium-quality, premium-priced, branded fitness, and exercise equipment to the home fitness equipment market. The original business plan included marketing products directly to consumers through a variety of direct marketing channels.2021

~~As an initial step, the Company licensed the rights~~NOTE to1 a– ~~portable~~ORGANIZATION ~~gym~~AND ~~subject~~DESCRIPTION toOF patent protection in the United States, which was eligible to be marketed under the trademark Better Buns. It was the Company’s intention for this product to be its first direct-marketed product. The Company was unsuccessful in its attempts to raise funding to pursue this goal and in May 2005, received notice that it was in breach of its license agreement for the Better Buns product and that the license was being terminated. Since inception to date, the Company has not generated any revenues through the sale of the Better Buns product or otherwise, and has not engaged in any marketing activities due to limited funds and resources.BUSINESS

~~In September 2005~~C2E Energy, ~~the~~Inc. ~~Company changed focus in connection with~~ (‘the ~~Merger of a wholly-owned subsidiary of the~~ Company ~~and CardioBioMedical Corporation (“CBM~~”), af/k/as ~~Delaware~~Odyssey ~~corporation. The~~Oil ~~subsidiary~~& ~~merged with and into CBM~~Energy, ~~with~~Inc. ~~CBM~~was asformed ~~the~~in ~~surviving~~Florida ~~corporation~~in ~~which~~August 2001 ~~became~~with ~~a subsidiary of~~ the ~~Company. The consideration~~plan ~~for the merger consisted~~ of ~~66,232,527~~becoming ~~shares of the Company common stock, $.0001 par value, payable on~~ a ~~one-for-one~~direct ~~basis~~marketing tocompany ~~the~~that ~~consenting shareholders~~developed ~~of CBM~~ and amarketed ~~warrant~~premium-quality, ~~exercisable beginning January 1~~premium-priced, ~~2008,~~branded ~~to purchase 19~~fitness,~~500,000~~ ~~shares~~and ofexercise equipment to the ~~Company~~home ~~common~~fitness ~~stock~~equipment ~~at a~~market. ~~purchase~~The ~~price~~original ofbusiness ~~$.003~~plan ~~per~~included ~~share~~marketing ~~payable~~products directly to ~~the~~consumers ~~sole~~through ~~warrant~~a ~~holder~~ variety of ~~CBM~~direct inmarketing ~~exchange for an equivalent CBM warrant~~channels.

~~The~~As an ~~new~~initial ~~objective~~step, of the Company ~~was~~licensed the rights to ~~establish~~ a ~~medical~~portable ~~device,~~gym subject to patent protection in the ~~Cardio~~United ~~Spectrum~~States, ~~Diagnostic~~which ~~System~~was aseligible to be marketed under the ~~standard~~trademark ofBetter ~~care~~Buns. ~~for~~It was the ~~detection~~Company’s ofintention ~~early-stage~~for ~~ischemic~~this ~~heart~~product ~~disease.~~to be its first direct-marketed product. The Company’s ~~strategy~~was ~~consisted~~unsuccessful ofin ~~(i)~~its ~~attempting~~attempts to ~~obtain~~raise ~~insurance~~funding ~~reimbursement~~to ~~for~~pursue ~~the~~this ~~performance~~goal ofand ~~the~~in ~~diagnostic~~May 2005, ~~test~~received notice that ~~(ii)~~it ~~establish~~was ~~the~~in ~~device~~breach ~~with~~of ~~cardiologists~~its ~~and~~license ~~(iii)~~agreement ~~finally~~for ~~gain~~the ~~acceptance~~Better ~~and~~Buns ~~use~~product byand ~~other~~that ~~physician~~the ~~specialties~~license ~~and~~was ~~hospitals~~being terminated. ~~The~~Since inception to date, the Company ~~was~~has ~~unsuccessful~~not ingenerated ~~its~~any ~~attempts~~revenues tothrough ~~obtain~~the ~~insurance~~sale ~~reimbursement~~of the Better Buns product or otherwise, and has not engaged in any marketing activities ~~CSD~~due to limited funds and resources.

OnIn September 2005, ~~April~~the 21Company changed focus in connection with the Merger of a wholly-owned subsidiary of the Company and CardioBioMedical Corporation (“CBM”), ~~2006~~a Delaware corporation. The subsidiary merged with and into CBM, wewith ~~began~~CBM as the ~~realization~~surviving corporation which became a subsidiary of ~~our~~the Company. The consideration for the merger consisted of 66,232,527 shares of the Company common stock, ~~new~~$.0001 ~~strategy~~par byvalue, ~~purchasing~~payable on a ~~10%~~one-for-one ~~working~~basis ~~interest~~to inthe ~~oil~~consenting ~~and~~shareholders ~~gas~~of ~~leases~~CBM inand ~~Texas~~a ~~from~~warrant, ~~Centurion~~exercisable ~~Gold~~beginning ~~Holdings~~January 1, 2008, ~~Inc.~~to purchase 19,500,000 shares of the Company common stock at a ~~related~~purchase ~~public~~price of $.003 per share payable to the sole warrant holder ~~company~~of CBM in exchange for an equivalent CBM warrant.

OnThe new ~~November~~objective ~~21,~~of ~~2007,~~the weCompany ~~entered~~was ~~into~~to establish a ~~new~~medical ~~phase~~device, the Cardio Spectrum Diagnostic System as the standard of care for the detection of ~~our~~early-stage ischemic heart disease. The Company’s strategy consisted of (i) attempting to obtain insurance reimbursement for the performance of the diagnostic test (ii) establish the device with cardiologists and (iii) finally gain acceptance and use by other ~~acquiring~~physician aspecialties ~~Uranium~~and ~~Prospect~~hospitals. ~~known~~The asCompany ~~Springbok~~was ~~Flats~~unsuccessful in ~~the~~its ~~Bela~~attempts ~~District~~to ofobtain ~~South~~insurance ~~Africa~~reimbursement and marketing CSD.

On ~~January 15~~ April 21, ~~2008~~2006, we began the ~~Company’s~~realization ~~well~~of ~~operator determined~~our ~~that~~new ~~the~~strategy ~~Leslie~~by 1purchasing ~~Well~~a of10% ~~BBB~~working ~~Area,~~interest ~~Wharton~~in ~~Texas,~~oil ~~was~~and nogas ~~longer~~leases ~~commercially~~in ~~viable~~Texas from ~~and~~Centurion ~~the~~Gold ~~well~~Holdings, ~~was~~Inc., ~~plugged~~a ~~and~~related ~~abandoned~~public company.

On ~~June 16~~ November 21, ~~2008~~2007, ~~the~~we ~~Company acquired ALG Bio Oils Limited, which in turn owns 100% of ALG Western Oils (Pty) Ltd. ALG Western Oils has the technology to make biofuel from algae and has~~ entered into a ~~Letter~~new phase of ~~Intent~~our ~~with~~strategy ~~Xstrata~~by ~~Alloys~~acquiring ~~to begin~~ a ~~biofuel~~Uranium ~~project~~Prospect atknown ~~the~~as ~~Boshoek~~Springbok ~~smelter~~Flats in ~~South Africa. The construction of~~ the ~~pilot plant was completed during the quarter ended June 30, 2009, and is undergoing various tests. This acquisition continues the~~Bela ~~Company’s~~District ~~strategy~~ of ~~investing~~South ~~in energy-related enterprises~~Africa.

~~The~~On January 15, 2008, the Company’s ~~intended~~well tooperator ~~expand~~determined that the ~~making~~Leslie 1 Well of ~~biofuels from~~BBB ~~algae~~Area, toWharton ~~other~~Texas, ~~large~~was ~~mining~~no ~~companies~~longer commercially inviable ~~South~~and ~~Africa~~the well was plugged and abandoned.

On ~~May 26~~ June 16, ~~2009~~2008, the Company acquired 51ALG Bio Oils Limited, which in turn owns 100% of ~~H-Power (Pty)~~ALG ~~Ltd.~~Western ~~H-Power~~Oils (Pty) ~~Limited,~~Ltd. aALG ~~South~~Western ~~African~~Oils has ~~registered~~the ~~company,~~technology ~~which~~to ~~owns~~make anbiofuel ~~exclusive~~from ~~license~~algae toand ~~develop~~has ~~and~~entered ~~market~~into ~~batteries based~~a onLetter ~~patented~~of ~~Hybrid~~Intent ~~Battery~~with ~~Technology~~Xstrata ~~worldwide.~~Alloys ~~However,~~to onbegin ~~August~~a ~~27,~~biofuel ~~2009,~~project at the ~~Company~~Boshoek ~~entered~~smelter ~~into~~in anSouth ~~agreement~~Africa. toThe ~~cancel~~construction ~~the purchase~~ of the ~~51%~~pilot ofplant ~~H-Power~~was ~~(Pty)~~completed ~~Ltd.~~during ~~H-Power~~the ~~required~~quarter ~~substantial~~ended ~~capital~~June 30, as2009, and ~~well~~is asundergoing avarious ~~partner~~tests. toThis ~~develop~~acquisition acontinues ~~production line for~~ the ~~batteries~~ ~~based~~Company’s onstrategy ~~its~~of ~~patented~~investing ~~Hybrid~~in ~~Battery~~energy-related ~~Technology~~enterprises.

~~Prior~~The Company intended to ~~February~~expand ~~2021,~~ the ~~Company~~making ~~has~~of ~~been~~biofuels ~~dormant for~~from ~~the~~algae ~~approximately~~to ~~the~~other ~~last~~large ~~eight~~mining ~~years~~companies in South Africa.

On ~~February 10~~ May 26, ~~2021~~2009, asthe aCompany ~~result~~acquired 51% of H-Power (Pty) Ltd. H-Power (Pty) Limited, a ~~custodianship in~~South ~~Palm~~African ~~Beach~~registered company, ~~Florida~~which ~~Case~~owns an ~~Number: 502020CA013695XXXXMB~~exclusive ABlicense to develop and market batteries based on patented Hybrid Battery Technology worldwide. However, on August ~~Custodian~~27, 2009, ~~Ventures~~the ~~LLC~~Company ~~(“Custodian”)~~entered ~~was~~into ~~appointed custodian~~an agreement to cancel the purchase of the ~~Company~~51% of H-Power (Pty) Ltd. ~~David~~H-Power ~~Lazar~~required issubstantial capital as well as a partner to develop a production line for the ~~managing~~batteries ~~member~~based ofon ~~Custodian~~its patented Hybrid Battery Technology.

~~On September 28, 2021, as a result of a private~~Prior ~~transaction, 10,000,000 shares of Series A Preferred Stock, $0.0001 par value per share of the Company were transferred from Custodian Ventures, LLC~~ to ~~Hunthall Limited (the “Purchaser”). As a result~~February 2021, the ~~Purchaser became an approximately 67% holder of the voting rights of the issued and outstanding share capital of the~~ Company onhas abeen ~~fully-diluted~~dormant ~~basis of the Company and became the controlling shareholder. The consideration paid~~ for the ~~Shares~~approximately ~~was $250,000. The source of~~ the ~~cash~~last ~~consideration~~eight ~~for the Shares was personal funds of the Purchaser~~years. ~~In connection with the transaction, David Lazar released the Company from all debts owed to him.~~

~~F-7~~On February 10, 2021, as a result of a custodianship in Palm Beach, Florida Case Number: 5021CA013695XXXXMB AB, Custodian Ventures LLC (“Custodian”) was appointed custodian of the Company. David Lazar is the managing member of Custodian.

On ~~September 28~~ February 10, 2021, the ~~existing~~Custodian ~~director~~appointed ~~and officer resigned immediately. Accordingly,~~ David Lazar, ~~serving~~ as ~~a director and an officer, ceased to be~~ the Company’s Chief Executive ~~Officer,~~ ~~Chief Financial~~ Officer, President, ~~Treasurer,~~ Secretary, ~~and a Director. At the effective date of the transfer, Arthur Li consented~~Chief toFinancial ~~act as the new President~~Officer, ~~CEO,~~Chief ~~CFO,~~Executive ~~Treasurer~~Officer, ~~Secretary,~~ and Chairman of the Board of Directors ~~of the Company~~.

~~Arthur~~On September 28, Li2021, ~~has~~as ~~been~~a ~~the~~result ~~Managing~~of ~~Director~~a private transaction, 10,000,000 shares of ~~Hunthall~~Series A Preferred Stock, $0.0001 par value per share ~~Limited~~of the Company were transferred from ~~October~~Custodian ~~2019~~Ventures, ~~through~~LLC to Hunthall Limited (the ~~present~~“Purchaser”). ~~From~~As ~~February~~a ~~2019~~result, tothe ~~September~~Purchaser became ~~2019,~~an heapproximately ~~was~~67% aholder ~~Corporate~~of ~~Finance~~the ~~Executive~~voting atrights ~~Anglo~~of ~~Chinese~~the issued and outstanding share capital of the Company on a fully-diluted ~~Group~~basis ~~Ltd~~of the Company and became the controlling shareholder. ~~From~~The ~~July~~consideration ~~2016~~paid tofor ~~December~~the ~~2018~~Shares was $250,000. ~~Arthur~~The Lisource ~~was~~of the ~~Director~~cash consideration for the Shares was personal funds of ~~Marketing~~the atPurchaser. ~~Transcosmos~~In ~~America~~connection ~~Inc~~with the transaction, David Lazar released the Company from all debts owed to him.

~~NOTE 2~~On September –28, ~~SUMMARY~~2021, OFthe ~~SIGNIFICANT~~existing ~~ACCOUNTING~~director and officer resigned immediately. Accordingly, David Lazar, serving as a director and ~~POLICIES~~an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director. At the effective date of the transfer, Arthur Li consented to act as the new President, CEO, CFO, Treasurer, Secretary, and Chairman of the Board of Directors of the Company.

~~Basis~~Arthur Li has been the Managing Director of ~~Presentation~~Hunthall Limited from October 2019 through the present. From February 2019 to September 2019, he was a Corporate Finance Executive at Anglo Chinese Group Ltd. From July 2016 to December 2018, Arthur Li was the Director of Marketing at Transcosmos America Inc.

~~The accompanying financial statements have been prepared~~NOTE in2 ~~accordance~~– ~~with~~SUMMARY ~~the~~OF ~~Financial~~SIGNIFICANT ~~Accounting~~ACCOUNTING Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.POLICIES

~~Going~~Basis of ~~Concern~~Presentation

The accompanying financial statements have been prepared ~~assuming~~ ~~the~~in ~~Company~~accordance ~~will~~with ~~continue~~the asFinancial aAccounting ~~going~~Standards ~~concern,~~Board ~~which~~(“FASB”) “FASB ~~contemplates~~Accounting ~~the~~Standard ~~realization~~Codification™” of(the ~~assets~~“Codification”) ~~and~~which is the ~~satisfaction~~source of ~~liabilities~~authoritative inaccounting ~~the~~principles ~~normal~~recognized ~~course~~by ofthe ~~business~~FASB ~~for~~to ~~the~~be ~~twelve~~applied ~~months~~by ~~following~~nongovernmental entities in the ~~date~~preparation of ~~these~~ financial statements. ~~As of December 31, 2021,~~in ~~the~~conformity ~~Company~~with ~~had~~generally noaccepted ~~cash,~~accounting ~~negative~~principles ~~working~~(“GAAP”) ~~capital~~in ofthe ~~$270,715~~United ~~and negative retained earnings of $71,328,673~~States.

~~Because the Company does not expect that existing~~Going operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Recently the Company being funded by Hunthall Ltd. who extended interest-free demand loans to the Company. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.Concern

~~Use~~The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of ~~Estimates~~assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of December 31, 2022, the Company had no cash, negative working capital of $675,534 and an accumulated deficit of $71,733,492.

~~The~~Because the ~~preparation~~Company ofdoes ~~financial~~not ~~statements~~expect inthat ~~conformity with~~existing USoperational ~~GAAP~~cash ~~requires~~flow ~~management~~will be sufficient to ~~make~~fund ~~estimates~~presently ~~and~~anticipated ~~assumptions~~operations, ~~that~~this ~~affect~~raises substantial ~~the~~doubt ~~reported~~about ~~amounts~~the ofCompany’s ~~liabilities~~ability ~~and~~to ~~disclosure~~continue ofas ~~contingent assets~~a ~~and~~going ~~liabilities~~concern. atTherefore, the ~~date~~Company ofwill ~~the~~need ~~financial~~to ~~statements~~raise additional funds and ~~the~~is ~~reported~~currently ~~amounts~~exploring ofalternative ~~revenues~~sources ~~and~~of ~~expenses~~financing. ~~during~~Recently the ~~reporting period.~~Company ~~The~~being ~~most~~funded ~~significant~~by ~~estimates~~Hunthall ~~relate~~Ltd. towho ~~income~~extended ~~taxes~~interest-free demand ~~and~~loans ~~contingencies.~~to ~~The~~the Company. ~~bases~~Historically, ~~its~~the ~~estimates~~Company onraised ~~historical~~capital ~~experience, known~~through orprivate ~~expected trends~~placements, ~~and~~to ~~various~~finance ~~other~~working ~~assumptions~~capital ~~that~~needs ~~are~~and may ~~believed~~attempt to beraise ~~reasonable~~capital ~~given~~through the ~~quality~~sale of ~~information~~common ~~available as~~stock ofor ~~the~~other ~~date~~securities ofand ~~these~~obtaining ~~financial~~some ~~statements~~short-term loans. The ~~results~~Company ofwill be ~~these~~required ~~assumptions~~to ~~provide~~continue ~~the~~to ~~basis~~so ~~for~~until ~~making~~its ~~estimates~~operations ~~about~~become profitable. Also, the ~~carrying amounts~~Company ofhas, ~~assets~~in ~~and~~the ~~liabilities~~past, ~~that~~paid ~~are~~for ~~not~~consulting ~~readily~~services with ~~apparent~~its ~~from~~common ~~other~~stock ~~sources.~~to ~~Actual~~maximize ~~results~~working ~~could~~capital, ~~differ~~and ~~from~~intends ~~these~~to ~~estimates~~continue this practice where feasible.

~~Cash and cash equivalents~~F-8

~~The Company considers all highly liquid temporary~~Use ~~cash investments with an original maturity~~ of ~~three months or less to be cash equivalents. On December 31, 2021, and December 31, 2020, the Company’s cash equivalents totaled $-0- and $-0- respectively.~~Estimates

~~Income~~The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

~~The Company accounts for income taxes under FASB ASC~~Cash ~~740, ”Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets~~ and ~~liabilities~~cash are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, 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. FASB ASC 740-10-05, ”Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.equivalents

The ~~amount recognized is measured as the largest amount~~ ofCompany ~~benefit~~considers ~~that~~all ishighly ~~greater~~liquid ~~than~~temporary 50cash ~~percent~~investments ~~likely~~with ofan ~~being~~original ~~realized~~maturity ~~upon ultimate settlement. The Company assesses the validity~~ of ~~its conclusions~~three ~~regarding~~months ~~uncertain~~or ~~tax~~less ~~positions quarterly~~ to ~~determine~~be ifcash ~~facts~~equivalents. On orDecember 31, ~~circumstances~~2022, ~~have~~and ~~arisen~~December 31, ~~that~~2021, ~~might cause it to change its judgment regarding~~ the ~~likelihood~~Company’s ofcash aequivalents ~~tax~~totaled ~~position’s~~$-0- ~~sustainability~~and ~~under~~$-0- ~~audit~~respectively.

~~F-8~~Income taxes

~~Net~~The Company ~~Loss~~accounts ~~per~~for ~~Share~~income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, 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. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

~~Net~~The amount ~~loss~~recognized ~~per common share~~ is ~~computed~~measured byas ~~dividing net loss by~~ the ~~weighted~~largest ~~average~~amount ~~common~~of ~~shares~~benefit ~~outstanding~~that ~~during~~is ~~the~~greater ~~period~~than as50 ~~defined~~percent bylikely ~~Financial~~of ~~Accounting~~being ~~Standards,~~realized ~~ASC~~upon ~~Topic 260,~~ultimate ~~“Earnings per Share~~settlement.” ~~Basic~~The ~~earnings~~Company ~~per~~assesses ~~common share (“EPS”) calculations are determined by dividing net income by~~ the ~~weighted~~validity ~~average number~~ of ~~shares~~its ofconclusions ~~common~~regarding ~~stock~~uncertain ~~outstanding~~tax ~~during~~positions ~~the~~quarterly ~~year.~~to ~~Diluted~~determine ~~earnings~~if ~~per~~facts ~~common share calculations are~~or ~~determined~~circumstances byhave ~~dividing~~arisen ~~net~~that ~~income~~might bycause ~~the~~it ~~weighted~~to ~~average~~change ~~number~~its ofjudgment ~~common~~regarding ~~shares~~the ~~and~~likelihood ~~dilutive~~of ~~common~~a ~~share~~tax ~~equivalents~~position’s ~~outstanding~~sustainability under audit.

~~Recent~~Net Loss ~~Accounting~~per ~~Pronouncements~~Share

~~There~~Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are nodetermined ~~recent~~by ~~accounting~~dividing ~~pronouncements~~net ~~that~~income by the weighted average number of shares of common stock outstanding during the year. ~~impact~~Diluted earnings per common share calculations are determined by dividing net income by the ~~Company’s~~weighted ~~operations~~average number of common shares and dilutive common share equivalents outstanding.

~~NOTE~~Recent Accounting ~~3 – NOTES PAYABLE-RELATED PARTY~~Pronouncements

AsThere are ofno ~~December~~recent ~~31,~~accounting ~~2021,~~pronouncements ~~and~~that ~~December~~impact ~~31, 2020,~~ the ~~balances~~ ofCompany’s ~~notes payable related party were $130,188 and $5,000 respectively~~operations. ~~These interest-free demand loans as of September 30, 2021, are being extended by Hunthall Limited.~~

NOTE 3 4 – ~~EQUITY~~ACCOUNTS PAYABLE AND NOTES PAYABLE-RELATED PARTY

~~Common~~As of ~~Stock~~December 31, 2022, and December 31, 2021, the balances of notes payable related party were $188,689 and $130,188 respectively. These interest-free demand loans as of December 31, 2022 are being extended by Hunthall Limited. Additionally, as December 31, 2022 and 2021, the balances of accounts payable related party comprised primarily of management fees amounted to $479,527 and $140,527, respectively

The Company has authorized 2,000,000,000 shares of $0.0001 par value, common stock. As of December 31, 2021, and December 31, 2020, there were 1,994,657,080 shares of Common Stock issued and outstanding.F-9

~~The Company did not issue any common shares in 2021~~NOTE or4 ~~2020.~~– EQUITY

~~Preferred~~ Common Stock

The Company has authorized 202,000,000,000 shares of ~~Series A~~$0.0001 ~~Preferred Stock at a~~ par value, ofcommon $0stock.~~0001.~~ As of December 31, ~~2021~~2022, and December 31, ~~2020~~2021, there were 101,~~000~~994,~~000 and -0- shares issued and outstanding~~657,080 ~~respectively. The preferred~~ shares ~~are~~of ~~convertible~~Common toStock ~~common~~issued ~~shares~~and ~~at a ratio of 40 to 1~~outstanding.

~~NOTE~~The Company 5did –not ~~COMMITMENTS~~issue ~~AND~~any ~~CONTINGENCIES~~common shares in 2022 or 2021.

~~The Company did not have any contractual commitments~~Preferred ~~as of December 31, 2021, and 2020.~~Stock

~~NOTE~~The Company 6has –authorized ~~SUBSEQUENT~~20,000,000 ~~EVENTS~~shares of Series A Preferred Stock at a par value of $0.0001. As of December 31, 2022, and December 31, 2021, there were 10,000,000 and -0- shares issued and outstanding, respectively. The preferred shares are convertible to common shares at a ratio of 40 to 1.

~~In accordance with SFAS 165 (ASC 855-10) management~~NOTE ~~has~~5 ~~performed~~– anCOMMITMENTS ~~evaluation~~AND of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.CONTINGENCIES

~~F-9~~The Company did not 0 have any contractual commitments as of December 31, 2022, and 2021.

~~ITEM~~NOTE 6 9.– ~~CHANGES~~SUBSEQUENT ~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~EVENTS

~~Not~~In accordance ~~applicable~~with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

~~ITEM 9A. CONTROLS AND PROCEDURES~~F-10

~~Evaluation~~ITEM 9. CHANGES ofIN ~~Disclosure~~AND ~~Controls~~DISAGREEMENTS ~~and~~WITH ~~Procedures.~~ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Our management is responsible for establishing and~~Not maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management has determined that disclosure control and procedures were not effective as of December 31, 2021.applicable

~~Management’s Report on Internal Control over~~ITEM 9A. ~~Financial~~CONTROLS ~~Reporting.~~AND PROCEDURES

~~Our management is responsible for establishing and~~Evaluation maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of ~~financial~~Disclosure ~~reporting and~~Controls ~~the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies~~ and ~~procedures that:~~Procedures.

●Our management ~~pertain~~is toresponsible ~~the~~for ~~maintenance~~establishing and maintaining a system of ~~records~~“disclosure ~~that,~~controls inand ~~reasonable~~procedures” ~~detail,~~(as ~~accurately~~defined in Rule 13a-15(e) and ~~fairly~~15d-15(e) ~~reflect~~under the ~~transactions~~Exchange ~~and~~Act) ~~dispositions~~that ofis ~~our~~designed ~~assets;~~to ●ensure ~~provide~~that ~~reasonable~~information ~~assurance~~required to be disclosed by us in the reports that ~~transactions~~we ~~are~~file or submit under the Exchange Act is recorded, asprocessed, ~~necessary~~summarized, toand ~~permit~~reported, ~~preparation~~within ofthe ~~financial~~time ~~statements~~periods specified in ~~accordance~~the ~~with~~Commission’s ~~generally~~rules ~~accepted~~and ~~accounting~~forms. ~~principles~~Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that ~~our~~information ~~receipts~~required ~~and~~to ~~expenditures~~be ~~are~~disclosed ~~being~~by ~~made~~an ~~only~~issuer in ~~accordance~~the ~~with~~reports ~~authorizations~~that ofit ~~our~~files ~~management~~or ~~and~~submits ~~directors;~~under the Exchange Act is accumulated and ●communicated ~~provide~~to ~~reasonable~~the ~~assurance~~issuer’s ~~regarding~~management, ~~prevention~~including its principal executive officer or ~~timely~~officers ~~detection~~and ofprincipal financial ~~unauthorized~~officer ~~acquisition~~or officers, ~~use~~ or ~~disposition~~persons ofperforming ~~our~~similar ~~assets~~functions, as appropriate to allow timely decisions regarding required disclosure. Management has determined that ~~could~~disclosure ~~have~~control aand ~~material~~procedures ~~effect~~were onnot ~~the~~effective ~~financial~~as ~~statements~~of December 31, 2022.

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

Our management ~~assessed~~is ~~the~~responsible ~~effectiveness~~for ofestablishing ~~our~~and maintaining adequate internal control over financial reporting ~~based~~as ondefined ~~the~~in ~~parameters set forth above~~ Rules 13a-15(f) and ~~has~~15d-15(f) ~~concluded~~under ~~that~~the asExchange ofAct. ~~December~~Our ~~31, 2021, our~~ internal control over financial reporting ~~was~~is ~~not~~designed ~~effective~~ to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with ~~U.S.~~ generally accepted accounting principles. asOur ainternal ~~result of~~control ~~the~~over ~~following~~financial ~~material~~reporting ~~weaknesses~~includes those policies and procedures that:

● ~~The~~pertain ~~Company~~to ~~does~~the ~~not~~maintenance ~~have~~of ~~sufficient~~records ~~segregation~~that, ofin ~~duties~~reasonable ~~within~~detail, ~~accounting~~accurately ~~functions~~and ~~due~~fairly toreflect ~~only~~the ~~having~~transactions ~~one~~and ~~officer~~dispositions ~~and~~of ~~limited~~our ~~resources.~~assets; ● ~~The~~provide ~~Company~~reasonable ~~does~~assurance ~~not~~that ~~have~~transactions anare ~~independent~~recorded ~~board~~as necessary to permit preparation of ~~directors~~financial orstatements anin ~~audit~~accordance ~~committee.~~with ●generally ~~The~~accepted ~~Company~~accounting ~~does~~principles, ~~not~~and ~~have~~that ~~written~~our ~~documentation~~receipts and expenditures are being made only in accordance with authorizations of our ~~internal~~management ~~control~~and ~~policies~~directors; and ~~procedures.~~ ● ~~All~~provide reasonable assurance regarding prevention or timely detection of ~~the~~unauthorized ~~Company’s~~acquisition, ~~financial~~use ~~reporting~~or isdisposition ~~carried~~of ~~out~~our byassets that could have a material effect on the financial ~~consultant~~statements.

WeBecause of ~~plan~~its toinherent ~~rectify~~limitations, ~~these~~internal ~~weaknesses~~control byover ~~implementing an~~financial ~~independent~~reporting ~~board~~may ofnot ~~directors~~prevent or detect misstatements. Also, ~~establishing~~projections ~~written~~of any ~~policies~~evaluation ~~and~~of ~~procedures~~effectiveness ~~for~~to ~~our~~future ~~internal~~periods ~~control~~are ofsubject ~~financial~~to ~~reporting,~~the ~~and~~risk ~~hiring additional~~that ~~accounting~~controls ~~personnel~~may atbecome ~~such~~inadequate ~~time~~because asof wechanges ~~complete~~in aconditions, or ~~reverse~~that ~~merger~~the degree of compliance with policies or ~~similar~~procedures ~~business~~may ~~acquisition~~deteriorate.

~~Changes~~Our management inassessed ~~Internal~~the ~~Control~~effectiveness of our internal control over ~~Financial~~financial ~~Reporting~~reporting based on the parameters set forth above and has concluded that as of December 31, 2022, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

~~There~~● The Company does not have ~~been~~sufficient nosegregation ~~change~~of induties ~~our~~within ~~internal~~accounting ~~control over~~functions ~~financial~~due ~~reporting~~to ~~during~~only ~~the~~having ~~year~~one ~~December~~officer ~~31,~~and ~~2021~~limited ~~that~~resources. ~~has~~● ~~materially~~The ~~affected,~~Company ordoes isnot ~~reasonably~~have ~~likely~~an toindependent ~~materially~~board ~~affect, our~~of ~~internal~~directors ~~control~~or ~~over~~an ~~financial~~audit ~~reporting~~committee.

~~ITEM 9B. OTHER INFORMATION.~~14

~~None~~● The Company does not have written documentation of our internal control policies and procedures. ● All of the Company’s financial reporting is carried out by a financial consultant.

13We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.

~~PART~~Changes in ~~III~~Internal Control over Financial Reporting.

~~ITEM~~There have ~~10.~~been ~~DIRECTORS~~no change in our internal control over financial reporting during the year December 31, ~~EXECUTIVE~~2022 ~~OFFICERS~~that ~~AND~~has ~~CORPORATE~~materially ~~GOVERNANCE~~affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~The following table sets forth the names and positions of our executive officers and directors~~ITEM 9B. ~~Directors will be elected at our annual meeting of stockholders and serve for one year or until~~ ~~their~~OTHER ~~successors are elected and qualify~~INFORMATION. ~~Officers are elected by the Board and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board.~~

Name		Age		Positions
Arthur Li		32		Director, Chief Executive Officer, Treasurer, and Secretary

None.

Mr. Li was appointed the sole officer and director of C2E Energy Inc. in September 2021, when Hunthall Limited acquired a controlling interest in the Company. Since October 2019 through the present,Mr. Li has been serving as the Managing Director of Hunthall Limited. Mr. Li was a Corporate Finance Executive at Anglo Chinese Group Ltd (Hong Kong) from February 2019 to September 2019. Mr. Li was the Marketing Director at Transcosmos America Inc int the US from July 2016 to December 2018. Mr. Li was a double major graduate of the University of Southern California in2013, with a B.A. in Philosophy, Politics, and Law and a B.A. in Social Sciences.15

~~With only one director, the Board’s role is~~PART ~~limited to those matters required by law to be approved by the Board. Accordingly, the general oversight role is inapplicable.~~III

~~Election~~ITEM 10. DIRECTORS, ofEXECUTIVE ~~Directors~~OFFICERS ~~and~~AND ~~Officers~~CORPORATE GOVERNANCE

~~Directors~~The following ~~are~~table ~~elected~~sets toforth ~~serve~~the ~~until~~names ~~the~~and ~~next~~positions of our executive officers and directors. Directors will be elected at our annual ~~meeting~~ meeting of stockholders and serve for one year or until their successors ~~have~~are ~~been~~ elected and ~~qualified~~qualify. Officers are ~~appointed~~elected toby ~~serve~~the ~~until~~Board ~~the~~and ~~meeting~~their terms of ~~the~~office ~~Board~~are, ~~following~~except to the ~~next~~extent ~~annual~~governed ~~meeting~~by ofemployment ~~stockholders~~contract, ~~and~~at ~~until~~the ~~their~~discretion ~~successors~~of ~~have~~the ~~been elected and qualified~~Board.

Name		Age		Positions
Arthur Li		33		Director, Chief Executive Officer, Treasurer, and Secretary

~~Audit~~Mr. Li ~~Committee~~was appointed the sole officer and director of C2E Energy Inc. in September 2021, when Hunthall Limited acquired a controlling interest in the Company. Since October 2019 through the present, Mr. Li has been serving as the Managing Director of Hunthall Limited. Mr. Li was a Corporate Finance Executive at Anglo Chinese Group Ltd (Hong Kong) from February 2019 to September 2019. Mr. Li was the Marketing Director at Transcosmos America Inc int the US from July 2016 to December 2018. Mr. Li was a double major graduate of the University of Southern California in2013, with a B.A. in Philosophy, Politics, and Law and a B.A. in Social Sciences.

WeWith only doone ~~not~~director, ~~have~~the ~~any~~Board’s ~~committees~~role ofis limited to those matters required by law to be approved by the Board. asAccordingly, wethe ~~only~~general ~~have~~oversight ~~one~~role ~~director~~is inapplicable.

~~Director~~Election of ~~Independence~~Directors and Officers

WeDirectors are doelected ~~not~~to ~~currently~~serve until the next annual meeting of stockholders and until their successors have ~~any~~been ~~independent~~elected ~~directors~~and qualified. Officers Weare ~~evaluate~~appointed ~~independence~~to byserve until the ~~standards~~meeting ~~for~~of ~~director~~the ~~independence~~Board ~~established~~following bythe ~~Marketplace~~next ~~Rule~~annual ~~5605(a)(2)~~meeting of ~~the~~stockholders ~~Nasdaq~~and ~~Stock~~until ~~Market,~~their successors have ~~Inc~~been elected and qualified.

~~Board Leadership Structure~~Audit Committee

We do not have ~~chosen~~any tocommittees ~~combine~~of the ~~Chief Executive Officer and~~ Board ~~Chairman~~as ~~positions~~we ~~since~~only have one ~~person is our sole officer and~~ director.

~~Code of Ethics~~Director Independence

~~Our~~We do ~~Board~~not ~~has~~currently ~~not~~have ~~adopted~~any aindependent ~~Code~~directors. ofWe ~~Ethics~~evaluate ~~due~~independence to by the ~~Company’s~~standards ~~size~~for ~~and~~director ~~lack~~independence ofestablished ~~employees.~~by AsMarketplace Rule 5605(a)(2) of the ~~date~~Nasdaq ofStock ~~this Report~~Market, ~~our sole director is also our Chief Executive Officer~~Inc.

~~Delinquent~~Board Leadership ~~Section 16(a) Reports~~Structure

~~None~~We have chosen to combine the Chief Executive Officer and Board Chairman positions since one person is our sole officer and director.

~~ITEM~~Code of ~~11. EXECUTIVE COMPENSATION~~Ethics

~~The following information is related to the compensation~~Our ~~paid,~~Board ~~distributed,~~has ornot ~~accrued~~adopted bya usCode ~~for~~of ~~the~~Ethics ~~fiscal~~due ~~years ended December 31, 2021 and 2020~~ to ~~our Chief Executive Officer (principal executive officer) during~~ the ~~last~~Company’s ~~fiscal~~size ~~year~~ and ~~the~~lack ~~two~~of ~~other~~employees. ~~most~~As ~~highly compensated executive officers serving as~~ of the ~~end~~date of ~~the~~this ~~last~~Report, ~~fiscal~~our sole ~~year~~director ~~whose~~is ~~compensation~~also ~~exceeded~~our ~~$100,000~~Chief ~~(the “Named~~ Executive ~~Officers”):~~Officer.

~~We did not pay any compensation to our Chief Executive~~Delinquent ~~Officers~~ Section 16(~~the “Named Executive Officers”~~a) ~~during the last two fiscal years.~~Reports

~~Named Executive Officer Employment Agreements~~None

~~None.~~16

~~Termination~~ITEM 11. EXECUTIVE ~~Provisions~~COMPENSATION

AsThe following ofinformation ~~the~~is ~~date~~related ofto ~~this~~the ~~Report,~~compensation ~~we have no contract~~paid, ~~agreement,~~ ~~plan~~distributed, or ~~arrangement,~~accrued ~~whether~~by ~~written~~us orfor ~~unwritten,~~the ~~that~~fiscal ~~provides~~years ~~for~~ended ~~payments~~December 31, 2022 and 2021 to aour ~~Named~~Chief Executive Officer ~~at,~~(principal ~~following, or~~executive inofficer) ~~connection~~during ~~with~~the ~~any~~last ~~termination,~~fiscal ~~including~~year ~~without~~and ~~limitation~~the ~~resignation,~~two ~~severance,~~other ~~retirement~~most ~~or a constructive termination of~~highly acompensated ~~Named~~executive ~~Executive~~officers ~~Officer,~~serving oras aof ~~change~~the inend ~~control~~ of the ~~Company~~last orfiscal ayear ~~change~~whose incompensation ~~the~~exceeded ~~Named Executive Officer’s responsibilities~~$100, ~~with~~000 ~~respect~~(the ~~to each~~ “Named Executive ~~Officer.~~ Officers”):

~~Outstanding~~We did ~~Equity~~not ~~Awards~~pay atany ~~Fiscal~~compensation ~~Year~~to ~~End~~our Chief Executive Officers (the “Named Executive Officers”) during the last two fiscal years.

~~As of December 31, 2021, none of our~~ Named ~~Executive~~ ~~Officers~~Executive ~~held~~Officer ~~any~~Employment ~~unexercised options, stock that have not vested, or other equity incentive plan awards.~~Agreements

~~Director Compensation~~None.

~~To date, we have not paid our director any compensation~~Termination ~~for services on our Board.~~Provisions

~~Equity~~As of ~~Compensation~~the ~~Plan~~date ~~Information~~of this Report, we have no contract, agreement, plan, or arrangement, whether written or unwritten, that provides for payments to a Named Executive Officer at, following, or in connection with any termination, including without limitation resignation, severance, retirement or a constructive termination of a Named Executive Officer, or a change in control of the Company or a change in the Named Executive Officer’s responsibilities, with respect to each Named Executive Officer.

~~The Company does not have any securities authorized~~Outstanding ~~for~~Equity ~~issuance~~Awards orat ~~outstanding~~Fiscal ~~under~~Year ~~an equity compensation plan or equity compensation grants made outside of such a plan.~~End

15As of December 31, 2022, none of our Named Executive Officers held any unexercised options, stock that have not vested, or other equity incentive plan awards.

~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Director Compensation

~~The following table sets forth certain information~~To ~~regarding beneficial ownership of the Company’s Common Stock as of December 31~~date, ~~2021,~~we byhave ~~(i)~~not ~~each~~paid ~~person~~our ~~who~~director ~~is known by the Company to own beneficially more than 5% of~~ any ~~classes~~compensation offor ~~outstanding~~services ~~Common~~on ~~Stock,~~our (ii) each director of the Company, (iii) each of the Chief Executive Officers and the executive officers (collectively, the “Named Executive Officers”) and (iv) all directors and executive officers of the Company as a groupBoard.

Name of Beneficial Holder	Amount of Beneficial Ownership (1)		Percentage of Common Stock (1)(2)
Hunthall Limited (2)
(2) Arthur Li Managing Director is the beneficial owner of 10,000,000 shares of Preferred Stock convertible to common stock at a ratio of 40 to 1. If the preferred shares was converted to common stock Mr. Li’s ownership of the company would be approximately 66.7%				66.7	%
All officers and directors				66.7	%
5% Shareholders
Shee Fu, Rm 1904 Nam Wo Hong Bldg 148 Wing Lok St Sheung Wan, Hong Kong		269,000,000		13.49	%
Roux And Sons, Hk Ltd Rm 1904 Nam Wo Bldg 148 Wing Lok St Sheung Wan, Hong Kong		320,500,000		16.07	%
Weicheng Lou S3-302 Oujingcheng Garden Longgang Centre City Shenzhen Guangdong, China		189,750,000		9.51	%
Tao Zeng Rm 402 Block 7b Jin Hu Lan Jun Bldg Dong Chen District Dong Guang, China		130,000,000		6.52	%

Equity Compensation Plan Information

~~(1) Applicable percentages are based on 1,994,657,080 shares of Common Stock outstanding as of December 31, 2021.~~ The Company ~~number~~does ~~and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is~~ not ~~necessarily~~have ~~indicative~~any ofsecurities ~~beneficial~~authorized ~~ownership~~ for ~~any~~issuance ~~other purpose. Under SEC rules, a person is considered a “beneficial owner” of a security if that person has~~ or ~~shares~~outstanding ~~power~~under toan ~~vote~~equity orcompensation ~~direct~~plan ~~the voting of such security~~ or ~~the~~equity ~~power~~compensation grants tomade ~~dispose~~outside of such ~~security. A person is also considered to be~~ a ~~beneficial owner of any securities of which the person has a right to acquire beneficial ownership within 60 days~~plan. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted in the footnotes to this table.

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~17

~~Not applicable~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~ITEM~~The following ~~14.~~table ~~PRINCIPAL~~sets ~~ACCOUNTANT~~forth ~~FEES~~certain ~~AND~~information ~~SERVICES~~regarding beneficial ownership of the Company’s Common Stock as of December 31, 2022, by (i) each person who is known by the Company to own beneficially more than 5% of any classes of outstanding Common Stock, (ii) each director of the Company, (iii) each of the Chief Executive Officers and the executive officers (collectively, the “Named Executive Officers”) and (iv) all directors and executive officers of the Company as a group.

BF Borgers, CPA PC served as our independent auditors for the fiscal years ended December 31, 2021 and 2020.

Name of Beneficial Holder	Amount of Beneficial Ownership ⁽¹⁾		Percentage of Common Stock ⁽¹⁾⁽²⁾
Hunthall Limited (2)
(2) Arthur Li Managing Director is the beneficial owner of 10,000,000 shares of Preferred Stock convertible to common stock at a ratio of 40 to 1. If the preferred shares was converted to common stock Mr. Li’s ownership of the company would be approximately 66.7%				66.7	%

All officers and directors				66.7	%

5% Shareholders

Shee Fu,
Rm 1904 Nam Wo Hong Bldg 148 Wing Lok St Sheung Wan, Hong Kong		269,000,000		13.49	%
Roux And Sons, Hk Ltd
Rm 1904 Nam Wo Bldg 148 Wing Lok St Sheung Wan, Hong Kong		320,500,000		16.07	%
Weicheng Lou
S3-302 Oujingcheng Garden Longgang Centre City Shenzhen Guangdong, China		189,750,000		9.51	%
Tao Zeng
Rm 402 Block 7b Jin Hu Lan Jun Bldg Dong Chen District Dong Guang, China		130,000,000		6.52	%

(1) Applicable percentages are based on 1,994,657,080 shares of Common Stock outstanding as of December 31, 2022. The ~~following~~number ~~table~~and ~~shows~~percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the ~~fees~~Exchange ~~paid~~Act, orand ~~accrued~~ the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person is considered a “beneficial owner” of a security if that person has or shares power to vote or direct the ~~audit~~voting of such security or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has a right to acquire beneficial ownership within 60 days. We believe that each individual or entity named has sole investment and ~~other~~voting ~~services~~power ~~provided~~with respect to the securities indicated as beneficially owned by ~~our~~them, ~~independent~~subject ~~auditors~~to ~~for~~community property laws, where applicable, except where otherwise noted in the ~~years~~footnotes ~~ended:~~to this table.

	December 31,		December 31,
	2021		2020
Audit fees	$	7,800	$	7,800
Total fees paid or accrued to our principal accountant	$	7,800	$	7,800

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

16Not applicable.

~~PART~~ITEM 14. PRINCIPAL IVACCOUNTANT FEES AND SERVICES

~~ITEM~~BF Borgers, ~~15.~~CPA ~~EXHIBITS~~PC ~~AND~~served ~~FINANCIAL~~as ~~STATEMENT~~our ~~SCHEDULES~~independent auditors for the fiscal years ended December 31, 2022 and 2021.

The following ~~exhibits~~table ~~are~~shows ~~filed~~the asfees ~~part~~paid ofor ~~this~~accrued ~~Annual~~for ~~Report.~~the audit and other services provided by our independent auditors for the years ended:

			Incorporated by Reference				Filed or Furnished
	December 31,			December 31,
Exhibit #	Exhibit Description		Form	Date		Number	Herewith
	2022			2021
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
Audit fees	$	33,550		$	7,800
32.1	Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
Total fees paid or accrued to our principal accountant	$	33,550		$	7,800
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

1718

~~SIGNATURES~~PART IV

~~In accordance with the requirements of the Exchange~~ITEM 15. ~~Act,~~EXHIBITS ~~the~~AND ~~registrant~~FINANCIAL ~~caused~~STATEMENT ~~this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~SCHEDULES

	C2E Energy, Inc.
Dated: March 21, 2022	By:	/s/ Arthur Li
		Arthur Li Chief Executive Officer (Principal Executive Officer)

The following exhibits are filed as part of this Annual Report.

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1	Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	C2E Energy, Inc.

Dated: March 30, 2023	By:	/s/ Arthur Li
		Arthur Li Chief Executive Officer (Principal Executive Officer)

Filing Compare · C2E ENERGY, INC.