NOTES TO FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(unaudited)

Note 1 – Operations

Organization and Description of Business

One World Ventures Inc. was a holding company that intended to invest in technologies, communities and systems that facilitate trade, finance, communication and travel, across international boundaries, cultures and languages. The Company looked for alternatives to traditional ways of doing business. Management has, in the United States, Europe and Asia, substantial international experience setting up companies and establishing trade and commerce. The company planned to leverage these skills with emerging technologies and strategic alliances to provide creative solutions and market opportunities. These businesses together would form the cornerstone of our enterprise and give the company the opportunity to grow in the coming years. This combination provided the company with a trading component, a technology component, and a finance component, all to establish a strong presence across business environments. The Company has recently added key corporate financial staff and executive level operating persons in the United States and is planning on major expansions in the short term.

The Company was incorporated on July 7, 1997 under the laws of the State of Nevada. On July 6, 2018 Da Mu Lin purchased 30,000,000 shares of preferred stock, giving him voting control of the company.

On January 2, 2019 the Company entered into a reverse merger with Aqueous International Corporation through a stock exchange. In this type of merger, the legal entity One World Ventures, Inc. was the surviving legal entity and capital structure, but the accounting history is that of Aqueous International Corporation. Additionally, the equity of One World Ventures, Inc. is treated as a capital contribution with no goodwill created.

Aqueous International Corporation, together with its inactive subsidiaries, described in the following paragraph (collectively “AIC” or the “Company”), was established to invest, partner/joint venture with companies to cultivate, manufacture, distribute and sell cannabis products (“Products”) on Native American Reservations in the United States and Internationally, and in geographical areas where state and local ordinances permit such activities or any cannabis business opportunity which is beneficial to the Company. The Company sought strategic partnerships with state of the art cultivators, extractors, manufacturers, distributors and research and development entities to further enhance product offerings. The Company was incorporated on August 28, 2017 in the State of Delaware, and is based in Las Vegas, Nevada.  The Company has elected its fiscal year to end on December 31.

One World Ventures, Inc. has become a vertically integrated cryptocurrency datacenter and cryptocurrency miner hosting service. Through our wholly owned subsidiary, One World Mine Place Corporation, we are participating in a joint venture with Coin World Corporation to purchase a property in the State of Wyoming and build a datacenter there. The plan is to build a secure datacenter; wherein, we will provide all the necessities needed to house cryptocurrency miners (such as electricity, internet, maintenance, climate controls and security), and will rent out space to those miners to install their own equipment.

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the financial statements, which are stated in U.S. Dollars.

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. The financial statements reflect the following significant accounting policies:

 Use of Estimates

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

Basic and Diluted Net Loss per Share

Diluted loss per share is calculated using the treasury method which requires the calculation of diluted loss per share by assuming that any outstanding stock options with an average market price that exceeds the average exercise prices of the options for the year, are exercised and the assumed proceeds are used to repurchase shares of the Company at the average market price of the common shares for the year. An incremental per share effect is then calculated for each option. The denominator of the diluted loss per share formula is the number common shares outstanding at balance sheet date plus the incremental shares assumed to be issued from treasury for option exercises, less the number of shares assumed to be repurchased, weighted by the period they are assumed to be outstanding. This dilution calculation did not affect current results, the Company has not adopted a stock option plan and there are no warrants and canceled all other common stock equivalents outstanding.

Estimated Fair Value of Financial Instruments

ASC 820, "Fair Value Measurements", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model - derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist principally of cash equivalents, accounts payable, loans payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash equivalents is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Amounts in each Level include:

It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted rates in effect in the years during which the differences are expected to reverse and upon the possible realization of net operating loss carry - forwards. Additionally, the Company has not recognized any amount for a tax position taken or expected to be taken on its tax return, or for any interest or penalties.

Valuation of Long-Lived Assets

The Company periodically analyzes its long - lived assets for potential impairment, assessing the appropriateness of lives and recoverability of un-depreciated balances through measurement of undiscounted operation cash flows on a basis consistent with accounting principles generally accepted in the United States of America. The long term investment of $200,000 was determined to no longer be viable and was fully impaired on December 31, 2020.

Start-up Costs

The Company expenses the cost of start - up activities, including organizational costs, as those costs are incurred.

Accounts Receivable

Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required.

Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.

Revenue Recognition

The Company adopted the new revenue recognition standard ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the cumulative effect (modified retrospective) approach. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of retained earnings at the date of initial application. No cumulative-effect adjustment in retained earnings was recorded as the adoption of ASU 2014-09 did not significantly impact the Company’s reported historical revenue. Revenue from substantially all of our contracts with customers continues to be recognized over time as services are rendered. The impact of the adoption of the new standard was not material to the Company’s consolidated financial statements. The Company expects the impact to be immaterial on an ongoing basis.

The primary change under the new guidance is the requirement to report the allowance for uncollectible accounts as a reduction in net revenue as opposed to bad debt expense, a component of operating expenses. The Company has historically included the allowance for uncollectible accounts amounts with its allowance for contractual adjustments as a reduction in operating expenses. However most contracts are collected in full at time of delivery and the Company has immaterial account receivables and also related uncollectible accounts.  Accordingly, the adoption of this guidance did not have an impact on our condensed consolidated financial statements, other than additional financial statement disclosures.

The guidance requires increased disclosures, including qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

Under the new revenue standard, the Company has elected to apply the following practical expedients and optional exemptions:

☐ Recognize incremental costs of obtaining a contract with amortization periods of one year or less as expense when incurred. These costs are recorded within general and administrative expenses.

☐ Recognize revenue in the amount of consideration to which the Company has a right to invoice the customer if that amount corresponds directly with the value to the customer of the Company’s services completed to date.

☐ Exemptions from disclosing the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts for which revenue is recognized in the amount of consideration to which the Company has a right to invoice for services performed, and (iii) contracts for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation.

☐ No adjustment is made for the effects of a significant financing component as the period between the time of service and time of payment is typically one year or less.

Foreign Currency

The books of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency. Transactions denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statements of Operations:

During the respective periods presented, the Company was not involved in any transactions which required translation of foreign currencies.

Cash and Cash Equivalents

The Company considers cash and cash equivalents to consist of cash on hand, cash on deposit with its attorney, and demand deposits in banks with an initial maturity of 90 days or less. As of the date of these financial statements, the Company held $12,000,000 cash, in a Smart Prime Group Ltd. trading account held at Advanced Markets (Bermuda) Ltd. 

Stock-based Compensation

The Company follows ASC 718 - 10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718 - 10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant - date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options; nor has it made any awards of stock, or stock equivalents.

Risks and Uncertainties

The Company is subject to substantial business risks and uncertainties inherent in starting a new business. There is no assurance that the Company will be able to generate sufficient revenues or obtain sufficient funds necessary for launching a new business venture.

Recent Accounting Pronouncements

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant effect on its financial statements.

Other

The Company consists of one reportable business segment.

Advertising is expensed as incurred.

We did not have any off - balance sheet arrangements as of the date of these financial statements.

Note 3– Going Concern

Generally accepted accounting principles in the United States of America contemplate the continuation of the Company as a going concern. However, the Company recorded a history of net losses and has accumulated net losses since inception. The Company also has limited business operations, which raises substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company is dependent upon the continuing financial support of investors and stockholders of the Company. As of our report date, we projected the Company would need additional cash resources to operate during the upcoming 12 months. The Company intends to attempt to acquire additional operating capital through private equity offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Note 4 – Share Capital

Common Stock

The Company is authorized to issue 3,500,000,000 shares of common stock with a par value of $0.001. All shares have equal voting rights, are non-assessable and have one vote per share.

During the year ended December 31, 2022 the Company issued, for $259,500 cash, 8,833,334 of its common restricted shares to two investors, booked at a cost of $0.03 per share.

During the year ended December 31, 2022, the Company issued, 16,600,000 of its common restricted shares to nine service providers, booked at a total cost of $906,400 or $0.055 per share.

On March 23, 2023 the Company issued 827,363,007 of its restricted common shares to an investor for $12,000,000 cash. 

Preferred Stock

The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001. On May 24, 2018 the Company issued 30,000,000 shares of Preferred Stock. These preferred shares carry voting rights of 100 shares of common stock for each preferred share. These are the only preferred shares outstanding at September 30, 2023 and December 31, 2022.

Note 5 – Related Party Transactions

ASC 850, Related Party Disclosures, requires that financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. A related party transaction includes a party or entity who can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

On August 10, 2018 CEO Da Mu Lin loaned the company working capital of $2,100 through a demand note with interest payable at 1% per annum.  The note, including accrued interest, by mutual consent, was applied to the related party account receivable, and subsequently canceled. The related party had contributed an additional $9,000 during the three months ended September 30, 2021, which was also netted into the related party receivable.

During the nine months ended September 30, 2023, DaMu Lin provided the Company with details of $53,923 of reimbursable expenses that were recorded as an unsecured loan with no repayment terms nor interest. 

Loan receivable- Related Party

On June 25, 2018 and June 28, 2018, the Company’s subsidiary entered balloon payment promissory notes with the Company CEO, Da Mu Lin (“borrower”), for $200,000 and $100,000. The interest rate is 12% per annum and the unpaid principal and interest shall be payable in monthly installments of $2,000 and $1,000 beginning July 31, 2018 until June 30, 2019 which is the due date, at which time the remaining unpaid principal and interest shall be due in full. On July 10, 2018, the Company entered a balloon payment promissory note with the Company CEO for $200,000. The interest rate is 3% per annum from January 1, 2019. If the principal and interest are paid in full on or before July 31, 2019, the borrower shall be entitled to a discount equal to 1% of the unpaid principal immediately prior to such payment. In November 2018, the borrower repaid $70,000 as principal to the loan entered in June 28, 2018. As of December 31, 2018, the loan receivable from the borrower was $430,000.  During the quarter ended December 31, 2019 the loan was reduced to $200,000 plus accrued interest of $6,000.  The Company had intended to reduce the loan in exchange for salary, but reversed that position during the fourth quarter.  On September 30, 2023, the loan balance though the application of cash received has been reduced to a net of $72,692 plus accrued interest of $24,520.

On November 1, 2018, the Company’s subsidiary entered into a consolidated loan agreement with CNHC (“Borrower”) for a total amount of $469,500 with annual interest rate of 12% and maturity on November 1, 2010, which cancelled and superseded the previous loan agreements listed in above table. While execution of the loan agreement, the borrower agreed to execute a Promissory Notes with amount of $469,000 to insure the repayment of the loan. 

Note 7 – Earnings per Share

Income (Loss) Per Share. Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. The Company has no common stock instruments, convertible debentures, preferred stock, or options and warrants associated with performance contracts conversions to consider in the calculations (as the impact of the potential common shares would be to decrease the loss per share). Therefore, the diluted and non-diluted (loss) per share is the same, and no diluted loss per share figures are presented.