Notes to Unaudited Consolidated Financial Statements

For The Three and Six Months Ended June 30, 2023

(1) Organization and Business Description

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

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

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

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

(2) Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

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

Use of Estimates

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

Cash

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

Inventory

Inventory, which consists substantially of raw materials, is stated at the lower of cost (first-in, first-out basis) or market (net realizable value). The inventory is valued at the end of each fiscal period for the purpose of determining if a reserve for obsolescence needs to be recorded. There is no reserve for obsolescence as of June 30, 2023 and December 31, 2022.

Property and Equipment

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

Income Taxes

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

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

OXC accrues research and development (“R&D”) tax credits receivable from the HM Revenue and Customs (“HMRC”) in England based on 14.50% of qualified R&D payroll costs. OXC, at its sole discretion, can elect to forego the tax credit and, instead, carry forward the qualified R&D payroll costs to offset future taxable income in England.

Intellectual Property

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

Impairment of Long-lived Assets

Potential impairments of long-lived assets are reviewed when events or changes in circumstances indicate a potential impairment may exist. In accordance with FASB ASC 360-10, “Property, Plant and Equipment – Overall,” impairment is determined when estimated future undiscounted cash flows associated with an asset are less than the asset’s carrying value. The reserve for impairment for obsolescence as of June 30, 2023 and December 31, 2022 was $379,539 and $210,814, respectively.

Revenue Recognition

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

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

Stock Based Compensation Expense

The Company records stock-based compensation in accordance with the provisions of FASB ASC 718, “Accounting for Stock Compensation,” which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. As of June 30, 2023 and December 31, 2022, there were no options outstanding.

Convertible Debentures

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

Leases

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

As permitted under FASB ASC 842, the Company has made an accounting policy election not to apply the recognition provisions to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. The Company did not have any short-term leases at June 30, 2023 and December 31, 2022.

Foreign Currency Translation

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

Net Income (Loss) Per Common Share

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

Recent Accounting Pronouncements

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

(3) Going Concern

As of June 30, 2023, the Company has accumulated operating losses of $6,612,817, has yet to commence operations and has no product sales related to its patented energy storage technology that was acquired on September 11, 2020, all of which raise substantial doubt about its ability to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, the Company is currently addressing its liquidity issues by continually seeking investment capital through private placement of common stock and debt. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that the Company will be able to complete any additional sales of equity securities or be able to arrange for other financing to fund planned business activities.

(4) Property and Equipment

Property and equipment consisted of the following:

Pursuant to the operating lease agreement for laboratory space in Oxfordshire, England, the leasehold improvements are presented net of the buildout paid by the landlord in the amount of $113,373 and $109,725 as of June 30, 2023 and December 31, 2022, respectively.

Property and equipment has not been placed in service and, as such, there was no depreciation expense for the three and six months ended June 30, 2023 and 2022.

(5) Intellectual Property

Intellectual property at June 30, 2023 and December 31, 2022 in the amounts of $497,015 and $528,357 are presented net of impairment reserves of $379,539 and $240,506, respectively. The intellectual property includes various super capacitor technology patents that were acquired on September 11, 2020 as part of the ZapGo Ltd acquisition, plus legal fees subsequently incurred directly related to these patents and additional patent applications. The Company has deferred amortizing the intellectual property until it begins revenue operations in order to more accurately match the expense with the revenue. As such, there was no amortization expense for the three and six months ended June 30, 2023 and 2022.

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

On May 5, 2021, the Company entered into two operating lease agreements for laboratory equipment. The leases ran through April 5, 2023 and May 5, 2023 with monthly rental payments of $1,221 and $605, respectively.

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

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

Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is the Company’s incremental borrowing rate is estimated to be 10% as the interest rate implicit in most of the Company’s leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. The Company recorded $50,082 and $50,157 as operating lease expense for the three months ended June 30, 2023 and 2022, respectively, and $119,201 and $92,871 as operating lease expense for the six months ended June 30, 2023 and 2022, respectively. Such expense was classified in general and administrative expenses on the unaudited consolidated statements of operations and comprehensive loss.

Right-of-use assets consisted of the following:

Operating lease liabilities consisted of the following:

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

(7) Payroll Taxes Payable

On August 27, 2021, OXC entered into an installment payment arrangement with the HM Revenue & Customs (“HMRC”) in England for the payroll taxes balance due of $364,538 at June 30, 2021 plus approximately $54,600 for the July payroll tax liability. Payments are to be made in five monthly installments of approximately $76,120 beginning in October 2021 with the final installment due in March 2022 of approximately $38,600 plus any interest that will be due. This final balance was not paid when due and, as such, was added to the additional installment payment arrangement with the HMRC dated April 2, 2022.

On April 2, 2022, OXC entered into an additional installment payment arrangement with HMRC for payroll taxes liabilities of approximately $277,000, including the $38,600 balance due from the previous installment payment arrangement. Payments were to be in made in four monthly installments of approximately $69,250 each beginning in May 2022 through August 2022, but were put on hold while the R&D income tax credits through March 31, 2022 were being processed by the HM Revenue & Customs. The R&D income tax credits were finalized and remitted to OXC on August 24, 2022 and an updated installment payment arrangement was established with HM Revenue & Customs on January 13, 2023 (see below).

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

Payroll taxes payable at June 30, 2023 and December 31, 2022 were $86,159 and $386,001, respectively.

(8) Due to Stockholders

Due to stockholders totaled $832,250 and $610,908 as of June 30, 2023 and December 31, 2022, respectively, and consist of funds advanced to CIE for working capital purposes by the President of COUV, who is also a director and stockholder, and the Chief Financial Officer, who is also a director and stockholder. These obligations are unsecured, non-interest bearing, and payable upon demand.

(9) Notes Payable Related Party

On December 31, 2021, CIE executed a promissory note in the amount of $585,000 due to an entity that is beneficially owned and controlled by the President of COUV, who is also a director and stockholder, and received proceeds in the same amount for working capital purposes. This note is unsecured, accrues interest at a rate of 1.9% per annum, and is payable on demand. Principal outstanding in connection with this note totaled $585,000 as of June 30, 2023 and December 31, 2022. Accrued interest outstanding in connection with this note totaled $16,673 and $11,115 as of June 30, 2023 and December 31, 2022, respectively, which is included within accounts payable and accrued expenses on the unaudited consolidated balance sheets. Interest expense in connection with this note totaled $2,779 for the three months ended June 30 , 2023 and 2022 and $5,558 for the six months ended June 30, 2023 and 2022.

(10) Notes Payable

(11) Convertible Notes Payable

On various dates from July 26, 2022 through November 29, 2022, CIE executed a series of promissory notes in amounts totaling $206,500 due to unrelated third parties and received proceeds of $199,866 for working capital purposes. The difference of $6,634 relates to transaction fees which were immediately expensed and classified in general and administrative expenses. These notes are unsecured, accrue interest at the rate of 10% per annum, and mature on June 15, 2024. Principal outstanding in connection with these notes totaled $196,500 and $206,500 as of June 30, 2023 and December 31, 2022, respectively. Accrued interest outstanding in connection with these notes totaled $17,046 and $7,374 as of June 30, 2023 and December 31, 2022, respectively. Interest expense in connection with these notes totaled $4,523 and $0 for the three months ended June 30, 2023 and 2022, respectively, and $9,672 and $0 for the six months ended June 30, 2023 and 2022, respectively.

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

(12) Equity

Preferred Stock

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

During the three months ended March 31, 2022, the Company sold and issued 0.075 shares of Series G Convertible Preferred Stock at $100,000 per share for total proceeds of $7,500.

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

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

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

Common Stock

The Company has 2,500,000,000 shares of Common Stock authorized with a par value of $0.0001. As of June 30, 2023 and December 31, 2022 there were 587,568,420 and 568,849,670 shares issued and outstanding, respectively.

During the period from January 1, 2022 through June 30, 2022, the Company issued 26,425,000 shares of restricted common stock to unrelated third parties in a series of private placements at $0.04 per share for total proceeds of $1,057,000.

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

During the quarters ended December 31, 2022, March 31, 2023, and June 30, 2023 and as described in Note 10(d), Notes Payable, the Company issued a series of 13,250,000, 7,125,000, and 11,593,750 shares, respectively, of restricted common stock totaling 31,968,750 shares related to the issuance of a series of notes payable to unrelated third parties totaling $1,278,750 and proceeds allocated to such shares totaled $639,375.

(13) Income Taxes

As of June 30, 2023, the Company had net operating loss carry forwards of approximately $6,613,000 that may be available to reduce future years’ taxable income in varying amounts through 2038. Future tax benefits which may arise as a result of these losses have not been recognized in these unaudited consolidated financial statements, as their realization is determined not likely to occur and, accordingly, the Company has recorded a full valuation allowance equal to the deferred tax asset relating to these tax loss carry-forwards of approximately $1,389,000 and $1,078,000 as of June 30, 2023 and December 31, 2022, respectively.

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

Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company estimates that the unrecognized tax benefit will not change significantly within the next twelve months. The Company will continue to classify income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations and comprehensive loss. There were no interest or penalties accrued as of June 30, 2023 or December 31, 2022.

The Company recorded R&D income tax credits in the amounts of $60,663 and $108,950 for the three months ended June 30, 2023 and 2022, respectively, and $121,749 and $182,313 for the six months ended June 30, 2023 and 2022, respectively. The balances due from the HMRC for these R&D income tax credits totaled $125,467 and $0 as of June 30, 2023 and December 31, 2022, respectively.

(14) Commitments and Contingencies

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, “Contingencies”. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of June 30, 2023, the Company is not aware of any contingent liabilities that should be reflected in the unaudited consolidated financial statements.

On March 31, 2021, CIE entered into an Employment Agreement (the “Agreement”) with the Chief Executive Officer (“CEO”), who is also a director, for an initial term of one year with a base salary of $465,000 per annum paid in equal monthly installments, less applicable withholdings and deductions as required by law. The Company shall review the base salary on an annual basis and has the right, but not the obligation to increase it, but has no right to decrease the base salary. This Agreement automatically extends for additional terms of one year unless either party provided at least six months prior written notice of non-renewal during the initial term or the then current renewal term. In addition, the CEO is entitled to receive an annual bonus up to $400,000 if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board of Directors on an annual basis. Effective March 1, 2023, CIE entered into a New Employment Agreement (the “New Agreement”) with the CEO, which superseded the Agreement described above. The initial term of this New Agreement is for a period of two years and it shall automatically extend for an additional term of one year unless either party gives notice of non-renewal at least six months prior to the expiration of the term then in effect. Under the provisions of this New Agreement, the CEO shall be paid a base salary of $200,000 per annum plus annual cash bonuses and an option to purchase shares of the Company’s common stock in amounts to be determined at the discretion of the Compensation Committee of the Board of Directors. Concurrent with the execution of this New Agreement, the CEO waived all amounts due to him under the previous Agreement totaling $371,600 as of December 31, 2022. As such, the Company wrote-off this accrued balance against compensation expense for the year ended December 31, 2022.

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

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

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

(15) Concentration of Credit Risk

The Company maintains cash balances in interest and non-interest-bearing bank accounts, none of which exceeded federally insured limits as of June 30, 2023. The Company has not experienced any losses in any of its accounts and management believes not to be exposed to any significant credit risk on cash.

(16) Subsequent Events

On July 28, 2023, COUV executed a promissory note for $500,000 to an unrelated third party for working capital purposes. In connection with the issuance of this note, COUV issued 12,500,000 shares of its common stock to such purchaser of the note. This note was issued under terms identical to those described in Note 10(d).

Effective August 2, 2023, COUV entered into a Contribution and Exchange Agreement (“Contribution Agreement”) with its wholly-owned subsidiary, Carbon-Ion Energy, Inc. (“Carbon-Ion”), whereby in consideration of COUV’s transfer of its remaining assets and its ten-million shares of Carbon-Ion common stock held by it, Carbon-Ion issued COUV the following:  (i) six hundred million sixty eight thousand four hundred twenty (600,068,420) shares of Carbon-Ion common stock, par value $0.000001 per share; (ii) one hundred thousand (100,000) shares of Carbon-Ion series D preferred stock, par value $0.000001 per share; (iii) eighty-one thousand thirty two (81,032) shares of Carbon-Ion series E preferred stock, par value $0.000001 per share; (iv) one hundred thousand (100,000) shares of Carbon-Ion series F preferred stock, par value $0.000001 per share (the and (v) nineteen and 675/100 (19.675) shares of Carbon-Ion series G preferred stock, par value $0.000001 per share.

Management has evaluated subsequent events through August 17, 2023, the date these unaudited consolidated financial statements were available to be issued, and has determined that there are no other events that would require an adjustment to, or disclosure in, the unaudited consolidated financial statements as of June 30, 2023.