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

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

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

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 ~~U.S.C.~~U.S. C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of March 3, 2023 was $365,435, based on the closing price of $0.06 on May 31, 2022.

As of ~~May 31, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates was $3,747,114, based on the last sale price for such stock on May~~March 3, ~~2019.~~

~~As of December 30, 2021,~~2023, there were ~~1,673,237~~6,090,580 shares of common stock, par value $0.0001, issued and outstanding.

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

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

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

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

In addition, we ~~own~~owned and ~~operate~~operated the web site LoseTheAgent.com, which iswas a site dedicated to peer-to-peer real estate transactions between home sellers and buyers - the so called For Sale By Owner segment. We ~~currently have approximately~~had as many as 100,000 home listings across all 50 states. ~~LoseTheAgent.com~~ website traffic increased 105% in users and 114% in page views over the 11 months ending November 30, 2021, compared to the same period ending November 30, 2020. After adjusting for the discontinuance of advertising and marketing expenditures in February 2020, ~~LoseTheAgent.com~~ website traffic almost tripled in users and more than doubled in page views (176% in users and 147% in page views) over the 9 months ending November 30, 2021, compared to the same period ending November 30, 2020 (periods during which we spent $0 on ~~LoseTheAgent.com~~ ~~advertising and marketing).~~ We ~~monetize~~monetized the website by charging fees for both listing a home for sale and picking up possible buyers’ messages of interest.

We ~~also plan~~discontinued the historical business of Nestbuilder.com on ~~generating additional revenues~~February 28, 2023.

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

We are focused on designing, optimizing, developing, and producing modular, scalable, zero-carbon green renewable solutions. Applications for scalable power vary from primary power to emergency power and mobile power.

Our initial focus is on mobile and stationary electric vehicle rapid charging.

We leverage our deep engineering expertise, history in power, and market vision and combine those with industry leaders through collaboration agreements for best product, best price, and best availability One example of this is our collaboration agreement with General Motors (“GM”) for its fuel cells and batteries.

Our expertise and leadership experience in the industry began in 2014 when we began developing polymer electrolyte membrane (PEM) fuel cells for datacenter backup power. This collaboration was with Daimler, Hewlett Packard Enterprises (HPE), and the National Renewable Energy Laboratory (NREL).

In 2017, a fuel cell system was installed at NREL and demonstrated to attendees during the Super Computing Show held in Denver that year. In 2019 and 2020 full load testing and validation of 250 kilowatt (“kW”) fuel cells were performed over 24- and 48-hour non-stop runs with Microsoft. The ~~web site~~tests were considered successful and began an evolution for others to explore this solution.

We are focused on taking advantage of the projected growth of the hydrogen market by continuing to design and build stationary power systems using hydrogen fuel cells. Our first product, the “MEC-H” (Mobile Energy Command-Hydrogen) has been tested in multiple commercial applications including the Rebelle Rally in October 2021 when the product was used to power the all-women’s race in the deserts of Nevada and California. See (www.rebellerally.com).

In the past, the technology wasn’t quite ready, or people were not serious enough about decarbonization. We don’t believe that those barriers exist today. With the barriers removed, we believe the hydrogen economy will enter into a renaissance in the 2020s and will create an $11 trillion hydrogen market in the coming decades¹.

Despite its series of false starts over the past 50 years, hydrogen is ~~fully functional~~finally coming into its own global adoption as the fuel of the future. We believe four factors are relevant to this change:

We are accelerating the growth and ~~is being marketed via various online platforms~~opportunities within the renewable economy. Our team brings experience and connections across the sector.

¹Matthew Blieske, Shell’s Global Hydrogen Product Manager, in “Hydrogen Fuel Gives Rise to an $11 Trillion Revolution” by Luke Lango, InvestorPlace Senior Investment Analyst.

We have developed significant intellectual and ~~Services~~proprietary technologies for the renewable industry; however, we do not own any patents or trademarks. We use the following methods to protect our intellectual property:

Copyright law protects the source and object code of software and ensures exclusive rights. Copyright protection arises automatically upon the creation of an original work of authorship. The duration of a copyright is the author’s life plus fifty years. We have common law copyright protection of our designs.

We choose to protect many of the ideas and concepts behind our product offerings as trade secrets.

From time to time, we may encounter disputes over rights and obligations concerning intellectual property. While we believe that our product and service offerings do not infringe the intellectual property rights of any third party, we cannot assure you that we will prevail in any intellectual property dispute. If we do not prevail in such disputes, we may lose some or all of our intellectual property protection, be enjoined from further sales of the applications determined to infringe the rights of others, and/or be forced to pay substantial royalties to a third party.

~~We currently offer the following~~Our products are subject to international, federal, state, and ~~services:~~local requirements in accordance with statutes and ordinances relating to, among others, building codes, fire codes, public safety, electrical codes, etc. The level of regulation varies based on location.

~~Enterprise Video Production~~~~: We service~~Safety standards have been established by the American National Standards Institute (“ANSI”), covering the overall fuel cell system, however additional safety practices are being refined and defined by organizations such as the Institute of Electrical and Electronics Engineers (IEEE), Center for Hydrogen Safety (CHS), National Fire Protection Association (NFPA), and the International Fire Code (IFC). Our products are designed to meet and exceed all applicable safety standards.

The U.S. power grid is not capable of providing sufficient power or available to charge the electric vehicles that are coming to market. Power sources independent from the gird will be needed. Hydrogen is one source of power capable of providing large and small broker accounts in the North America Real Estate Market in compiling listings into a Video format and distributing to those franchisor’s websites, brokers and agents and lead generation platforms 24/7. Someamounts of power for charging these multiyear contracts produced over 10 million video listings from 2012-2014. These volumes, however, have declined beginning in 2017. We currently have the ability to produce over 15,000 videos per day.vehicles.

~~The Virtual Tour (VT)~~~~: This program was developed~~Stationary and ~~implemented~~primary power is also another significant marked for fuel cells systems. Applications range from large data centers and corporate facilities, to ~~allow agents to access specific video based product strategies that are designed specifically to increase the SEO rank~~smaller mobile and ~~traffic credit to real estate franchise systems and/or their brokers.~~emergency services. Although there is more competition arising in these areas, we feel we have a lead in these applications.

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

~~Focus on growing the number of home listings on LoseTheAgent.com. While we have experienced growth~~There are multiple PEM fuel cell manufactures in the ~~number~~world, including General Motors, Toyota, Hyundai, Honda, Ballard, PLUG Power, Fuel Cell Energy, to name a few. Most manufacturers typically do not do integration. Some automotive manufacturers will install versions of listings of FSBO homes, we plan to continue to seek interested home buyers via targeted Internet and social media platforms. In addition, we believe a public relations campaign could boost awareness of our brand and increase listings volume.

Leverage our proprietary video technology. While our proprietary video technology has been developed for the real estate industry, we believe this technology can be applied to other industries as well. In particular, we believe that the used car sale industry could benefit from our automated and seamless development engine. Wetheir fuel cells systems in certain vehicles, others will ~~continue to explore these and other similar opportunities.~~

~~Design and develop technology for the real estate industry. We will continue working to develop technologies to increase sales and efficiencies for the real estate professional.~~

According to the National Association of Realtors (NAR) data, for sale by owner (FSBO) transactions represented over 7% of all home sales in the United States in 2021. While NAR considers private sales between people familiar to each other, such as family members, as FSBO home sales, we believe this percentage is still impressive. In the Year 2022, trends are expected to expand the FSBO segment as technology replaces the search/find capabilities of the MLS and property owners seeking to save on commissions take on additional roles typically carried out by real estate agents.

We believe that the real estate market is undergoing a dramatic change not dissimilar to that previously experienced by traditional stock brokerages. We believe that the most critical aspect driving this change is the advent of the Internet as a tool for searching for and researching real estate, eliminating the commitments of time and expense involved with visiting multiple properties in person. According to the National Association of Realtors’ 2014 “Member Profile,” 89% of home buyers use the internet to search for a home, up from 74% in 2010. This mirrors the 69% who use a realtor for their search. Note: many buyers use both the internet and a realtor in their search. In addition, home sellers can use the Internet to check home valuations, track the housing market and research comparable sales information. The majority of consumers used the Internet frequently to search for homes (81%), with consumers aged 33contract or younger being higher than average (92%) and 59-67 year olds below (although still high at 69%). Searches are often conducted on mobile devices such as iPhones (47%), iPads (40%) or Androids (24%). One of the most significant trends for our business is that 70% of homebuyers search for and watch video home tours. Also, real estate searches on Google have grown 253% over the past four years.

The increased use of technology throughout the entire process of a typical residential real estate transaction is an important development in the real estate market. For instance, electronic communication and electronic data storage permits a real estate brokerage to quickly reproduce standard real estate transaction documents, store such documents and store other important information about customers and properties, and communicate quicklypartner with other ~~parties involved in real estate transactions (e.g., title~~ companies insurers, surveyors, inspectors and governmental agencies), all of which permits increased efficiencies in the process of buying and selling a home. The technological changes and developments generally make it possible to ~~achieve a greater volume of transactions with less effort and expense.~~integrate their fuel cells into vehicles.

We believe the ~~technological developments~~principal competitive factors in the ~~real estate market~~markets in which we operate will include product features relative to price and ~~the increased amount~~performance, lifetime operating cost, including any maintenance and support, product quality and reliability, safety, ease of ~~information available to~~use, footprint, rapid integration with existing equipment and used by ordinary consumers appear to be circumstances that are similar to those developments that eventually gave rise to the non-traditional stock brokerages which have intruded upon the market dominance of traditional stock brokerages over the past two decades. For example, we note that the non-traditional stock brokerages developed their services and products to compete primarily on the bases of price, consumer effort and technology. Their websites, such as TD Ameritrade or e-Trade, provide not only trading capacity for the average consumer, but also a tremendous amount of information about companies. In this regard, we note that there has recently been a proliferation of various Internet-related real estate businesses that seek to provide either specific and limited services or information relating to residential real estate transactions (e.g., ForSaleByOwner.com, BuyOwner.com, Realtor.com, Trulia.com and Zillow.com). Like the non-traditional stock brokerages, these businesses typically rely on consumer effort, technology and price as the bases for competition.

However, the market models of Zillow/Trulia and Realtor are now in direct conflict with the enterprises that own the listings and that make the actual sales. The Zillow group’s main revenues are generated by advertising the listing as though another agent owned the listing, an agent that had paid Zillow for such display. Unaware, the consumer thus interacts with the displayed agent thinking they are the one that controls the listing. Then the display agent contacts the true agent and askes to 50/50 split the commission due on the sale. As the consumer power of the Zillow group has grown exponentially, they have substantially cut into the profits of the enterprises and agents that actually own the listings. Thus, the battle lines are now drawn between the Zillow group and groups such as Realogy member of companies and Keller Williams.

We foresee direct and continuous pushback in 2022 by the enterprises against the Zillow group, in trying to neutralize their marketing power and take ownership back of their listings. As publicly owned companies the Zillow group can only grow revenues by increasing advertising rates to the agent community which strikes deep into agent discontent with the enterprises and the resulting demand in action. This competitive model is unique to the real estate industry and clearly will not follow the path of the aforementioned financial portals.

Our product, LoseTheAgent.com, is a complex web site produced completely by our internal technology group. We believe our technology team has utilized the latest technologies in order to make LoseTheAgent easy to use and functionally convenient. Visitors are able to search our thousands of listings, gain critical information about properties, and after making an informed choice, directly contact owners of target properties. After making contact with an owner, a dialog commences between the two parties that may result in a potentially advantageous sale for both parties. Our use of map data increases site usability where visitors can search using state, city or even neighborhood.

We are utilizing our proprietary technology along with our industry contracts to create two separate and very important critical paths for real estate professionals and their organizations to follow. By using our video processing capabilities combined with micro-site and website building techniques we have created an agent/broker micro-site product that leverages best practices in SEO (search engine optimization) on the agent/brokers behalf and delivers a web and mobile friendly rich media experience to consumers. This solution provides the broker a significant increase in organic ranking in local searches, increased site traffic and by doing so, reduces the agent/broker dependency on traditional listing aggregators. Secondly, by integrating marketing capabilities into a single powerful platform, we have taken the direct-to-agent sales model and offered to the property owner through SoloSeller, our proprietary marketing toolset. This strategy lowers risk threshold by giving home sellers a set of tools to market their homes on social media and the Internetprocesses as well as providing a pathway to developing accelerating revenue stream via a monthly subscription model. While the former video generator intensive model for us will continue to be our primary revenue generator, we believe that our SoloSeller will become the next generation of marketing for the FSBO home seller.

~~LoseTheAgent saw growth in traffic, audience~~service and ~~revue in 2021. While the real estate market was reeling from COVID, we experienced growth. For the 9 months ending November 2021, page views~~support and users were up more than double (+114% for page views and + 105% for users) and revenues were up more than 40%. Interestingly, according to NAR only 4% of FSBO sellers utilized videos of their homes in the sale process. This represents an opportunity for us as video is a key element of the virtual search/tour paradigm. We hope to expand marketing efforts to reach the thousands of listing owners on the web site, encouraging them to utilize our proprietary video technology for a minimal fee.

The FSBO segment represents 7% of home sale transactions according to NAR 2020 projections; however, the segment remains nascent. We believe the advent of Internet based technology has made much of the practical functionality reserved to real estate professionals irrelevant. Even so, there doesn’t appear to be a market leader focusing solely on the FSBO segment, likely because of challenges related to monetization of FSBO market opportunities. While Zillow has expanded the category dramatically by introducing a listing process for interested FSBO sellers, this runs against the revenue interest of Zillow and may potentially adversely impact agents that are the mainstay of Zillow revenues. Other players such as forsalebyowner.com and fsbo.com have been around for decades but have not had the financing to fuel market expansion and growth. As a result, we believe the existing competition in the FSBO market does not preclude us from achieving success in this market. We believe the key is to develop a formula for monetization so that the few web sites in the FSBO segment can fuel the category expansion the market is demanding.

~~The National Association of Realtors has approximately 1.2 million members, of which we estimate roughly half are active and associated with at least one real estate brokerage firm.~~

Presently, Zillow is the largest independent real estate market site, as measured by homes in its database and unique visitors to its website. In 2015, Zillow completed its acquisition of Trulia making it the single most powerful name in the real estate web marketplace. A full 29% of web property searches were conducted on the joint platforms in 2015. As part of the industry consolidation, NewsCorp acquired the 3rd largest real estate portal, Realtor.com. This acquisition has fueled the growth in Realtor.com both via relevance and traffic making it now the second most popular real estate directory site, after Zillow. Additionally, there are a variety of other websites which have meaningful market share and listing information. We believe a battle for the consumer mindset is now underway as the real estate enterprises enter into a competitive setting against Zillow/Trulia/Realtor/Homes. We also believe we can benefit from the acrimony as we have positioned ourselves as the friends of the enterprises and offer products and capabilities that will enhance the position of the enterprises by leveraging our technology.

We have experienced substantial customer losses in our legacy RealBiz 360 video businesses due to our proprietary Virtual Tour technology being overtaken by open-source coding and clients taking the service in house and offering as an added benefit to agents, free of charge. As a result, for the year ended November 30, 2021, our legacy business revenue was down 24%.

~~We currently operate in one primary operating segment, real estate, mainly through web-assisted services.~~

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

The pandemic introduced wide disparity and unpredictable fluctuations in the US real estate market. Residents seeking to escape the confines of large and crowded cities drove down real prices in urban areas, introducing countervailing unnatural pricing spikes in certain more rural destinations. These forces combined to make accurate forward real estate pricing almost impossible. In the FSBO segment the necessity to introduce strangers to view homes became a disease transmission risk for many older home owners. Activity in urban areas flattened as owners refused to sell into a depressed market, in popular rural areas however the exact opposite happened as owners were offered prices hereto unimaginable. This negatively impacted the FSBO segment. We anticipate robust growth in home sales, particularly in urban areas, as COVID comes under control.

~~We are not subject to environmental regulations that have a material effect upon our capital expenditures or otherwise.~~

We are subject to governmental regulation by federal, state and local regulatory authorities with respect to our operations. We operate several Internet websites that we use to distribute information about and provide our services and content. Internet services are now subject to regulation in the United States relating to the privacy and security of personally identifiable user information and acquisition of personal information from children under the age of 13, including the federal Child Online Protection Act (COPA) and the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM). In addition, a majority of states have enacted laws that impose data security and security breach obligations. Additional federal and state laws and regulations may be adopted with respect to the Internet or other online services, covering such issues as user privacy, child safety, data security, advertising, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services. In addition, to the extent we offer products and services to online consumers outside the United States, the laws and regulations of foreign jurisdictions, including, without limitation, consumer protection, privacy, advertising, data retention, intellectual property, and content limitations, may impose additional compliance obligations on us.

~~We have been granted perpetual licenses of patents which the Company uses for imaging and streaming tiled images as well as 3D image and warping technologies.~~corporate reputation.

~~The Company~~We currently ~~has no full-time employees.~~employ between 30 and 50 personnel which is comprised of full time, part time and contract personnel.

As a smaller reporting company, we are not required to provide a statement of risk factors. Nonetheless, we are voluntarily providing risk factors herein.

Any investment in our common stock involves a high degree of risk. You should consider carefully the following information, together with the other information contained in this ~~annual report,~~Annual Report, before you decide to buy our common stock. If one or more of the following events actually occurs, our business will suffer, and as a result our financial condition or results of operations will be adversely affected. In this case, the market price, if any, of our common stock could decline, and you could lose all or part of your investment in our common stock.

We face risks in developing our ~~products~~product candidates and services and eventually bringing them to market. We also face risks that ~~we will lose some, or all, of our market share in existing businesses to competition, or we risk that~~ our business model ~~becomes~~may become obsolete. The following risks are material risks that we face. If any of these risks occur, our business, our ability to achieve revenues, our operating results and our financial condition could be seriously harmed.

~~Risks Relating~~Risk Factors Related to ~~Our~~the Business of the Company

We have a limited operating history and no historical financial information upon which you may evaluate our performance.

We were incorporated in Delaware in June 2019 and are still in our earlier stages of development. You should consider our prospects for success in light of the associated risks and uncertainties. Unanticipated problems, expenses, and delays are frequently encountered in newer businesses, such as ours, and in developing new products and services. These include, but are not limited to, inadequate funding, lack of consumer acceptance, competition, product development, onerous or problematic terms under licensing and other agreements, and inadequate marketing and sales. We may not successfully address these risks and uncertainties or successfully implement our existing and new products and services. The failure by us to meet any of these and other risks or uncertainties could have a materially adverse effect upon us and may force us to reduce or curtail operations. No assurance can be given that we can or will ever operate profitably.

~~Our business has never generated a yearly profit. As a young company, we are subject to all of~~will need additional funding in the ~~risks associated with a new business enterprise. Our prospects must be considered in light of the risks, expenses~~future, and difficulties frequently encountered by companies in their early stages of development, especially in challenging and competitive industries such as digital media and marketing services for the real estate industry and particularly in light of current general economic conditions.

We do not yet have a significant operating history which would provide you with meaningful information about our past or future operations. The Company has not yet achieved positive cash flow on a monthly basis during any fiscal year including the current fiscal year ending November 30, 2021, and there is significant risk to the survival of the enterprise.

~~There is substantial doubt about our ability to continue as a going concern.~~

We have had net operating losses for the years ended November 30, 2021, and 2020. Since the financial statements were prepared assuming that we would continue as a going concern, these conditions coupled with our current liquidity position raise substantial doubt about our ability to continue as a going concern. Furthermore, since we are pursuing new products and services, this diminishes our ability to accurately forecast our revenues and expenses. We expect that our ability to continue as a going concern depends, in large part, on our ability to generate sufficient revenues, limit our expenses without sacrificing customer service, and obtain necessary financing. Ifif we are unable to raise ~~additional~~ capital when needed, we may be forced to ~~discontinue~~delay, reduce or eliminate products, programs, commercial efforts, or sales efforts. Developing products and marketing developed products is costly. We will need to raise substantial additional capital in the future in order to execute our ~~business.~~

business plan and help us and our collaboration partners fund the development and commercialization of our products.

~~We will require additional financing in the future, but such financing may not be available to us.~~

We intend to finance future cash needs through public or private equity offerings, debt financings, or strategic collaboration and licensing or royalty arrangements. Our stockholders may consequently experience additional dilution, and debt financing, if available, may involve restrictive covenants and high interest. Regarding accessing additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our products, processes and technologies or to grant licenses on terms not necessarily favorable to us. If adequate funds are not available ~~on acceptable terms,~~from the foregoing sources, we may consider additional strategic financing options, including sales of assets, or we may be required to delay, reduce the scope of, or eliminate one or more of our research or development programs, or curtail some of our commercialization efforts of our operations. We may seek to access the public or private equity markets whenever conditions are favorable, even if we do not have an immediate need for additional capital.

If we are unable to ~~fund the operation of our business or the further development, maintenance, marketing~~attract and ~~commercialization of our products, including LoseTheAgent.com. As a result,~~retain key personnel, we ~~would likely be forced to dramatically alter or cease operations. To date, our revenues from operations have~~may not ~~generated cash flow sufficient to finance our operations and growth. We will require as a result significant additional capital to continue our operations. There can be no assurance given that we will~~ be able to ~~secure additional financing~~effectively compete in ~~the future.~~

~~We critically rely on our executive management, and the loss of certain members of management would materially and negatively affect us.~~

Our success materially depends upon the efforts of our management and other key personnel, including but not limited to our Chief Executive Officer, William McLeod, and our Chief Financial Officer, Thomas M. Grbelja. If we lose the services of any of the members of our management team, our business would be materially and adversely affected. Furthermore, we do not have “key person” life insurance, and we do not presently intend to purchase such insurance.

~~Our future success also depends upon~~will depend, in part, on our ability to attract and retain ~~highly~~key management beyond what we have today. We will attempt to enhance our management and technical expertise by recruiting qualified ~~management personnel~~individuals with desired skills and ~~other employees. Any difficulties~~experience in ~~obtaining, retaining~~certain targeted areas. An inability to retain employees and ~~training qualified~~to attract or recruit and keep sufficient additional employees could have a material adverse effect on our business, financial condition, results of ~~operation~~operations, and cash flows, as well as limit or delay our ability to develop and market our products.

We may not be able to effectively manage our growth and operations, which could materially and adversely affect our business.

We may experience rapid growth and development in a relatively short time span through our marketing efforts. The management of this growth will require, among other things, continued development of our financial ~~condition. The process~~and management controls and management information systems, stringent control of ~~identifying such~~costs, increased marketing activities, the ability to attract and retain qualified management personnel, ~~with~~and the ~~combination~~training of ~~skills~~new personnel. We intend to hire additional personnel in order to manage our expected growth and ~~attributes required~~expansion. Failure to ~~carry out~~successfully manage our ~~strategy is often lengthy. Any difficulties in obtaining~~possible growth and ~~retaining qualified managers and employees~~development could have a material adverse effect on our ~~results~~business and the value of ~~operation or financial condition.~~our common stock.

We may be unable to ~~obtain sufficient market acceptance~~adequately protect or defend our intellectual property rights.

Our ability to compete partly depends on the superiority, uniqueness, and value of our ~~services.~~intellectual property and technology, held directly or under license or royalty agreements with third parties. To protect our proprietary rights, we will rely on a combination of copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. However, we may be forced to litigate to defend our intellectual property rights, or to defend against claims by third parties against us relating to intellectual property rights, which could be very costly and might negatively distract management from concentrating on operating the business.

The regulatory environment in our business space is complex, rapidly changing, and difficult to predict.

Investors should be aware that state and federal regulations in our business space are complex, and sometimes contradictory or inconsistent as between federal and state, or state to state regulations. However, positive changes have occurred in this industry in recent years, and it can be reasonably expected that the regulatory environment will continue to evolve in favorable way. A change in administrations on the federal level may result in significant changes in federal regulations and related enforcement, which could portend difficulties in planning and predicting future events. We might also encounter certain obstacles in implementing our business plan that include but are not limited to insurance issues. We intend to comply at all times and to the extent practicable with applicable regulations, but recognize that it may be difficult to always know what the regulatory requirements are, or whether or when such requirements will change.

Rising inflation rates, volatility in commodity prices and product shortages may adversely affect our financial results.

The market for residential real estate sales is well-established. However, the market for digital media and marketing services for residential real estate is relatively new, developing and even more uncertain. As is typical in the case of a new and rapidly evolving industry, demand and market acceptance for products and services are subject to tremendous uncertainty. Our future growth and financial performance will almost entirely depend upon consumers’ acceptanceSome of our products contain commodity-priced materials. Commodity prices and ~~services, including specifically~~supply levels affect our ~~LoseTheAgent.com web site. In this regard, the failure of advertisers~~costs. These resources may become increasingly difficult to ~~accept our model~~source due to various cost, geopolitical, or ~~the inability of our services to satisfy consumer expectations, would~~other reasons, which in turn might have a material adverse effect on our ~~business,~~business.

Global inflationary pressures, particularly in the United States, have increased recently to levels not seen in recent years, which could potentially increase commodity price volatility, increased operating costs (including our labor costs) and reduced liquidity. In addition, the United States Federal Reserve has raised, and may again raise, interest rates in response to concerns about inflation, which may result in limitations on our ability to access credit or otherwise raise debt and equity capital. Our ability to pass on such increases in costs in a timely manner depends on market conditions, and the inability to pass along cost increases could result in lower gross margins. Increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks. In an inflationary environment, we may be unable to raise the sales prices of our products and services at or above the rate at which our costs increase, which could reduce our profit margins and have a material adverse effect on our financial results. We also may experience lower than expected sales and potential adverse impacts on our competitive position if there is a decrease in consumer spending or a negative reaction to our pricing. A reduction in our revenue would be detrimental to our financial condition and could ~~cause us to cease operations.~~also have an adverse impact on our future growth.

~~If we do not innovate~~The current economic downturn and ~~provide~~weakness in the economy, market trends and other conditions affecting the profitability and financial stability of our customers could negatively impact our sales growth and results of operations.

The demand for our products and services ~~that are attractive~~is sensitive to the production activity, capital spending and demand for products and services of our ~~users,~~customers. In recent months, we have observed increased economic uncertainty in the United States and abroad. Impacts of such economic weakness include falling overall demand for goods and services, leading to reduced profitability, reduced credit availability, higher borrowing costs, reduced liquidity, volatility in credit, equity and foreign exchange markets, and bankruptcies. These developments could lead to supply chain disruption, inflation, higher interest rates, and uncertainty about business continuity, which may adversely affect our business and our results of operations. As our customers react to global economic conditions and the potential for a global recession, we may see them reduce spending on our products and take additional precautionary measures to limit or delay expenditures and preserve capital and liquidity. Reductions in spending on our solutions, delays in purchasing decisions, lack of renewals, inability to attract new customers, as well as pressure for extended billing terms or pricing discounts, would limit our ability to grow our business and negatively affect our operating results and financial condition.

Additionally, many of our customers operate in markets that may be impacted by market uncertainty, trade and tariff policies, costs of goods sold, currency exchange rates, central bank interest rate changes, foreign competition, offshoring of production, oil and natural gas prices, geopolitical developments, labor shortages, inflation, and a variety of other factors beyond our control. Any of these factors could ~~be harmed.~~cause customers to idle or close facilities, delay purchases, reduce production levels, or experience reductions in the demand for their own products or services. We have from time-to-time experienced labor shortages and other labor-related issues. Labor shortages have become more pronounced as a result of the COVID-19 pandemic. For example, labor shortages might affect our ability to attain qualified candidates for certain positions within the Company.

Our products and performance depend largely on the availability of hydrogen gas and an insufficient supply of hydrogen could negatively affect our sales and deployment of our products and services.

Our ~~success depends on our continued innovation to provide~~ products and services ~~that make our mobile applications, websites and other tools useful~~depend largely on the availability of hydrogen gas. We are dependent upon hydrogen suppliers for ~~consumers and real estate professionals, and attractive to potential advertisers. As a result, we must invest significant resources in research and development to improve~~success with the ~~attractiveness and comprehensiveness~~profitable commercialization of our products and ~~services~~services. If these fuels are not readily available or if their prices are such that energy produced by our products costs more than energy provided by other sources, then our products could be less attractive to potential users and ~~effectively incorporate~~our products’ value proposition could be negatively affected. If hydrogen suppliers elect not to participate in the material handling market, there may be an insufficient supply of hydrogen for this market that could negatively affect our sales and deployment of our products and services.

We will continue to be dependent on certain third-party key suppliers for components in our products. The failure of a supplier to develop and supply components in a timely manner or at all, or our inability to obtain substitute sources of these components on a timely basis or on terms acceptable to us, could impair our ability to manufacture our products or could increase our cost of production.

We rely on certain key suppliers for critical components in our products, and there are numerous other components for our products that are sole sourced. If we fail to maintain our relationships with our suppliers or build relationships with new ~~mobile and Internet technologies into them. If we~~suppliers, or if suppliers are unable to provide products and services that users, including real estate professionals, want to use, then users may become dissatisfied and use competitors’ mobile applications, websites and tools. If we are unable to continue offering innovative products and services,meet our demand, we may be unable to ~~attract additional users~~manufacture our products, or ~~retain~~ our ~~current users~~products may be available only at a higher cost or ~~attract advertisers,~~after a delay. In addition, to the extent that our supply partners use technology or manufacturing processes that are proprietary, we may be unable to obtain comparable components from alternative sources.

The failure of a supplier to develop and supply components in a timely manner or at all, or to develop or supply components that meet our quality, quantity and cost requirements, or our inability to obtain substitute sources of these components on a timely basis or on terms acceptable to us, could impair our ability to manufacture our products or could increase our cost of production. If we cannot obtain substitute materials or components on a timely basis or on acceptable terms, we could be prevented from delivering our products to our customers within required timeframes. Any such delays could result in sales and installation delays, cancellations, penalty payments or loss of revenue and market share, any of which could ~~harm~~have a material adverse effect on our business, results of operations, and financial condition.

~~If use~~We depend on a concentration of ~~mobile technology~~anchor customers for the majority of our revenues and the ~~Internet, particularly~~loss of any of these customers would adversely affect our business, financial condition, results of operations and cash flows.

We sell most of our products to a few anchor customers, and while we are continually seeking to expand our customer base, we expect this will continue for the next several years. Any decline in business with ~~respect~~significant customers could have an adverse impact on our business, financial condition, and results of operations. Our future success is dependent upon the continued purchases of our products by a small number of customers. If we are unable to ~~real estate products~~broaden our customer base and ~~services, does not~~expand relationships with potential customers, our business will continue to ~~increase as rapidly as we anticipate,~~be impacted by demand fluctuations due to our dependence on a small number of customers. Demand fluctuations can have a negative impact on our revenues, business, financial condition, results of operations and cash flows. Our dependence on a small number of major customers exposes us to additional risks. A slowdown, delay or reduction in a customer’s orders could result in excess inventories or unexpected quarterly fluctuations in our operating results and liquidity. Each of our major customers has significant purchasing leverage over us to require changes in sales terms including pricing, payment terms and product delivery schedules, which could adversely affect our business, financial condition, results of operations and cash flows.

Volatility in commodity prices and product shortages may adversely affect our gross margins.

Some of our products contain commodity-priced materials. Commodity prices and supply levels affect our costs. Any shortages could adversely affect our ability to produce commercially viable fuel cell systems and significantly raise our cost of producing our fuel cell systems. While we do not anticipate significant near- or long-term shortages in the supply of platinum, a shortage could adversely affect our ability to produce commercially viable fuel cells or raise our cost of producing such products. Our ability to pass on such increases in costs in a timely manner depends on market conditions, and the inability to pass along cost increases could result in lower gross margins.

Our ability to source parts and raw materials from our suppliers could be ~~harmed.~~disrupted or delayed in our supply chain which could adversely affect our results of operations.

Our ~~future success substantially depends~~operations require significant amounts of necessary parts and raw materials. We deploy a continuous, companywide process to source our parts and raw materials from fewer suppliers, and to obtain parts from suppliers in low-cost countries where possible. If we are unable to source these parts or raw materials, our operations may be disrupted, or we could experience a delay or halt in certain of our manufacturing operations. We believe that our supply management and production practices are based on an appropriate balancing of the ~~continued use of mobile technology~~foreseeable risks and the ~~Internet~~costs of alternative practices. Nonetheless, reduced availability or interruption in supplies, whether resulting from more stringent regulatory requirements, supplier financial condition, increases in duties and tariff costs, disruptions in transportation, an outbreak of a severe public health pandemic, such as effective media of business and communication by our consumers. Mobile technology and Internet use may not continue to develop at historical rates, and consumers may not continue to use mobile technologythe COVID-19 pandemic, severe weather, or the ~~Internet as media for information exchange. Further, these media may not be accepted as viable long-term outlets for information for a number~~occurrence or threat of ~~reasons, including actual~~wars or ~~perceived lack~~other conflicts, could have an adverse effect on our financial condition, results of ~~security~~operations and cash flows.

Weakness in the economy, market trends and other conditions affecting the profitability and financial stability of ~~information~~our customers could negatively impact our sales growth and ~~possible disruptions~~results of ~~service or connectivity. If consumers begin to access real estate information through other media and we fail to innovate, our business may be negatively impacted.~~operations.

The demand for our products and services is sensitive to the production activity, capital spending and demand for products and services of our customers. Many of our customers operate in markets that are subject to cyclical fluctuations resulting from market uncertainty, trade and tariff policies, costs of goods sold, currency exchange rates, central bank interest rate changes, foreign competition, offshoring of production, oil and natural gas prices, geopolitical developments, labor shortages, inflation, deflation, and a variety of other factors beyond our control. Any of these factors could cause customers to idle or close facilities, delay purchases, reduce production levels, or experience reductions in the demand for their own products or services.

Any of these events could also reduce the volume of products and services these customers purchase from us or impair the ability of our customers to make full and timely payments and could cause increased pressure on our selling prices and terms of sale. Accordingly, a significant or prolonged slowdown in activity in the United States or any other major world economy, or a segment of any such economy, could negatively impact our sales growth and results of operations.

We ~~rely on third parties for key aspects of the process of providing~~face risks associated with our plans to market, distribute and service our products and services ~~to our customers, and any failure or interruption in the services provided by these third parties could harm our ability to operate our business and damage our reputation.~~internationally.

We ~~rely~~have begun to market our product offerings internationally. We have limited experience operating internationally, including developing and manufacturing our products to comply with the commercial and legal requirements of international markets. Our success in international markets will depend, in part, on ~~third-party vendors,~~our ability and that of our partners to secure relationships with foreign sub-distributors, and our ability to manufacture products that meet foreign regulatory and commercial requirements. Additionally, our planned international operations are subject to other inherent risks, including ~~website providers~~potential difficulties in enforcing contractual obligations and ~~information technology vendors.~~intellectual property rights in foreign countries, and could be adversely affected due to fluctuations in currency exchange rates, political and economic instability, acts or threats of terrorism, changes in governmental policies or policies of central banks, expropriation, nationalization and/or confiscation of assets, price controls, fund transfer restrictions, capital controls, exchange rate controls, taxes, unfavorable political and diplomatic developments, changes in legislation or regulations and other additional developments or restrictive actions over which we will have no control.

Doing business in foreign markets requires us to be able to respond to rapid changes in market, legal, and political conditions in these countries. As we expand in international markets, we may face numerous challenges, including unexpected changes in regulatory requirements; potential conflicts or disputes that countries may have to deal with; required compliance with anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act or the UK Anti-Bribery Act of 2010, data privacy requirements, labor laws and anti-competition regulations; export or import restrictions; laws and business practices favoring local companies; fluctuations in currency exchange rates; longer payment cycles and difficulties in collecting accounts receivables; difficulties in managing international operations; potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements and other trade barriers; restrictions on repatriation of earnings and the burdens of complying with a wide variety of international laws. Any ~~disruption~~of these factors could adversely affect our results of operations and financial condition. The success of our international expansion will depend, in ~~access~~part, on our ability to succeed in navigating the different legal, regulatory, economic, social, and political environments. For example, in June 2016, voters in the United Kingdom approved a reference to withdraw the United Kingdom’s membership from the European Union, which is commonly known as “Brexit.” The United Kingdom formally left the European Union on January 31, 2020, but the United Kingdom remained in the European Union’s customs union and single market for a transition period that expired on December 31, 2020. On December 24, 2020, the United Kingdom and the European Union entered into a Trade and Cooperation Agreement which was applied on a provisional basis from January 1, 2021. While the economic integration does not reach the level that existed during the time the United Kingdom was a member state of the European Union, the Trade and Cooperation Agreement sets out preferential arrangements in areas such as trade in goods and in services, digital trade and intellectual property. Negotiations between the United Kingdom and the European Union are expected to continue in relation to the ~~websites developed~~relationship between the United Kingdom and ~~hosted~~the European Union in certain other areas which are not covered by ~~these third-party providers~~the Trade and Cooperation Agreement. The long term effects of Brexit will depend on the effects of the implementation and application of the Trade and Cooperation Agreement and any other relevant agreements between the United Kingdom and the European Union. We cannot predict the effect of Brexit nor do we have control over whether and to which effect any other member state will decide to exit the European Union in the future. These developments, as well as potential crises and forms of political instability arising therefrom or any ~~failure~~other as of ~~these third-party providers to handle current or higher volumes of use could significantly~~yet unforeseen development, may harm our business. ~~Any financial or other difficulties our providers face~~

Our investments in joint ventures may ~~have negative effects on our business,~~involve numerous risks that may affect the ~~nature and extent~~ability of ~~which we cannot predict. We exercise little or no control over all of these third-party vendors, which increases our vulnerability~~such joint ventures to ~~problems with the services they provide.~~make distributions to us.

In ~~addition,~~the future we ~~license technology and related databases from third parties~~plan to ~~facilitate aspects~~conduct some of our ~~website and connectivity operations. Any errors, failures, interruptions or delays experienced~~operations through joint ventures in ~~connection with these third-party technologies and information services could materially and negatively impact our relationship~~which we share control with our ~~customers and adversely affect~~joint venture participants. Our joint venture participants may have economic, business or legal interests or goals that are inconsistent with ours, or those of the joint venture. Furthermore, our ~~brand and our business. It is possible that such errors, failures, interruptions or delays could even expose us~~joint venture participants may be unable to ~~liabilities to our customers~~meet their economic or other ~~third parties.~~obligations, and we may be required to fulfill those obligations alone. Failure by us, or an entity in which we have a joint venture interest, to adequately manage the risks associated with such joint ventures could have a material adverse effect on the financial condition or results of operations of our joint ventures and, in turn, our business and operations. In addition, should any of these risks materialize, it could have a material adverse effect on the ability of the joint venture to make future distributions to us.

~~Interruption or failure of our information technology~~Our products and ~~communications systems would impair our ability to effectively provide our~~ services ~~which could in turn damage our reputation and harm our business.~~face intense competition.

Our ability to provide our services critically depends on the continuing operation of our information technology and communications systems. Any damage to or failure of our systems would likely result in interruptions in our service to customers and the closings of real estate transactions from which we principally derive revenue. Accordingly, interruptions in our service would likely reduce our revenues and profits, and our brand could be damaged, perhaps irreparably, if people believe our system and servicesThe markets for energy products are ~~unreliable.~~

To our knowledge, our systems are vulnerable to damage or interruption from terrorist or malicious attacks, floods, tornados, fires, power loss, telecommunications failures, computer viruses and other attempts to harm our systems, and similar types of events.intensely competitive. Some of our ~~systems~~competitors in the power sector (predominantly incumbent technologies) are ~~not fully redundant (i.e., backed up), and our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, or a decision to close a facility~~much larger than we are and may have the manufacturing, marketing and sales capabilities to complete research, development, and commercialization of profitable, commercially viable products more quickly and effectively than we can. There are many companies engaged in all areas of traditional and alternative energy generation in the United States and abroad, including, among others, major electric, oil, chemical, natural gas, battery, generator and specialized electronics firms, as well as universities, research institutions and foreign government-sponsored companies. These firms are engaged in forms of power generation such as advanced battery technologies, generator sets, fast charged technologies and other types of fuel cell technologies. In addition, the primary current value proposition for our customers stems from productivity gains in using ~~without adequate notice for financial reasons, could result~~our solutions. Longer term, given evolving market dynamics and changes in ~~lengthy interruptions~~alternative energy tax credits, if we are unable to successfully develop future products that are competitive with competing technologies in ~~our service. Any unscheduled interruption in our service would likely place a burden on our entire organization and result in an immediate loss~~terms of ~~revenue. The steps we have taken to increase the~~price, reliability and ~~redundancy of our systems are expensive, reduce our operating margin and even then~~longevity, customers may not ~~be successful~~buy our products. Technological advances in ~~reducing the frequency~~alternative energy products, battery systems or ~~duration of unscheduled downtime.~~other fuel cell technologies may make our products less attractive or render them obsolete.

~~Any failure~~If we cannot obtain financing to ~~maintain~~support the ~~security~~sale of ~~the information relating~~our products and service to our ~~company and~~ customers, whether as a result of cybersecurity attacks on our information systems or otherwise, could damage our reputation, result in litigation or other legal actions against us, cause us to incur substantial additional costs, and materiallysuch failure may adversely affect our ~~business~~liquidity and ~~operating results.~~financial position.

~~We receive and store~~Customers representing most of our revenue purchase our products directly. These purchases require us to finance the manufacturing of such products, either ourselves or through third-party financing sources. To date, we have been successful in ~~our digital information systems certain personal information about our customers. Some of~~obtaining or providing the necessary financing arrangements. There is no certainty, however, that ~~information is stored digitally in connection with our digital platforms. We also utilize third-party service providers~~we will be able to continue to obtain or provide adequate financing for a variety of reasons, including, without limitation, for encryption and authentication technology, content delivery to customers, back-office support, and other functions. Such providers may have access to information we hold about our customers. In addition, our eCommerce operations depend upon the secure transmission of confidential information over public networks, including information permitting cashless payments.

Cyber threats are rapidly evolving and those threats and the means for obtaining access to information in digital and other storage media are becoming increasingly sophisticated. Cyber threats and cyber-attackers can be sponsored by countriesthese arrangements on acceptable terms, or sophisticated criminal organizations or be the work of single “hackers” or small groups of “hackers.” As cyber threats evolve, change and become more difficult to detect and successfully defend against, one or more cyber-attacks might defeat our or a third-party service provider’s security measuresat all, in the ~~future and~~future. Failure to obtain ~~the personal information of customers.~~

~~Employee error~~ or ~~malfeasance, faulty password management or other irregularities~~provide such financing may also result in a defeat of our or our third-party service providers’ security measures and a breach of our or their information systems. Moreover, hardware, software or applications we use may have inherent defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security. We or our third-party service providers may not discover any security breach and loss of information for a significant period of time after the security breach occurs.

Any breach of our security measures or any breach, error or malfeasance of those of our third-party service providers and loss of our confidential information, or any failure by us to comply with applicable privacy and information security laws and regulations, could cause us to incur significant costs to protect any customers whose personal data was compromised and to restore their confidence in us and to make changes to our information systems and administrative processes to address security issues and compliance with applicable laws and regulations.

In addition, such events could be widely publicized and could materially adversely affect our reputation with our customers and shareholders, could harm our competitive position, and could result in a material reduction in our net sales, thereby materially adversely affecting our operations, net sales, results of operations, financial condition, cash flows and liquidity. Such events could also result in the ~~release to the public~~loss of ~~confidential information about our operations~~material customers and financial condition and performance and could result in litigation or other legal actions against us or the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance policies. Moreover, a security breach could require us to devote significant management resources to address the problems created by the security breach and to expend significant additional resources to upgrade further the security measures we employ to guard personal information against cyber-attacks and other attempts to access such information and could result in a disruption of our operations, particularly our digital retail operations.

We accept payments using credit and debit cards, and we may offer new payment options over time, which may have information security risk implications. As an online business accepting debit and credit cards for payment, we are subject to various industry data protection standards and protocols, such as payment network security operating guidelines and the Payment Card Industry Data Security Standard. We cannot be certain that the security measures we maintain to protect all of our information technology systems are able to prevent, contain or detect any cyber-attacks, cyber terrorism, or security breaches from known cyber-attacks or malware that may be developed in the future. To the extent that any cyber-attack or incursion in our or one of our third-party service provider’s information systems results in the loss, damage or misappropriation of information, we may be materially adversely affected by claims from customers, financial institutions, regulatory authorities, payment card networks and others. In certain circumstances, payment card association rules and obligations to which we are subject under our contracts with payment card processors make us liable to payment card issuers if information in connection with payment cards and payment card transactions that we hold is compromised, which liabilities could be substantial. In addition, the cost of complying with stricter and more complex data privacy, data collection and information security laws and standards could be significant to us.

~~Our operations are dependent upon our ability to protect our intellectual property,~~product sales, which could ~~be costly.~~

Our technology is the cornerstone of our business and our success will depend in part upon protecting any technology we use or may develop from infringement, misappropriation, duplication and discovery, and avoiding infringement and misappropriation of third-party rights. Our intellectual property is essential to our business, and our ability to compete effectively with other companies depends on the proprietary nature of our technologies. We do not have patent protection for our proprietary video on demand technology. We rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop, maintain, and strengthen our competitive position. Although we intend to have confidentiality provisions in the agreements we enter into with our employees and independent contractors, there can be no assurance that such agreements can fully protect our intellectual property, be enforced in a timely manner or that any such employees or consultants will not violate their agreements with us.

Furthermore, we may have to take legal action in the future to protect our trade secrets or know-how, or to defend them against claimed infringement of the rights of others. Any legal action of that type could be costly and time-consuming to us, and there can be no assurance that such actions will be successful. The invalidation of key proprietary rights which we own or unsuccessful outcomes in lawsuits to protect our intellectual property may have a material adverse effect on our business, financial condition, and results of operations.

If we cannot adequately protect our intellectual property rights, our competitors may be able to compete more directly with us, which could adversely affect our competitive position and, as a result, our business, financial condition and results of operations.

We are, and may in the future become, subject to a variety of federal and state laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.

We are currently subject to a variety of, and may in the future become subject to additional, federal and state laws that are continuously evolving and developing, including laws regarding the real estate industry, mobile- and Internet-based businesses and other businesses that rely on advertising, as well as privacy and consumer protection laws. These laws can be costly to comply with, require significant management time and effort, and subject us to claims, government enforcement actions, civil and criminal liability or other remedies, including suspension of business operations. These laws may conflict with each other, and Further, if we ~~comply with the laws of one jurisdiction, we may find that we~~ are ~~violating laws of another jurisdiction. Additionally, our ability~~required to ~~provide a specific target audience~~continue to ~~advertisers is a significant competitive advantage. Any legislation reducing this ability would have a negative impact on our business and results of operations.~~

~~If we are unable to comply with these laws~~pledge or regulations, if we become liable under these laws or regulations, or if unfavorable regulations or unfavorable interpretations of existing regulations by courts or regulatory bodies are implemented, we could be directly harmed and forced to implement new measures to reduce our exposure to this liability and it could cause the development of product or service offerings in affected markets to become impractical. This may require us to expendrestrict substantial resources or to discontinue certain products or services, limit our ability to expand our product and services offerings, or expand into new markets or otherwise harm our business, results of operations and financial condition. In addition, the increased attention focused on liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growthamounts of our ~~business. Any costs incurred as a result of this potential liability could harm our business and results of operations.~~

~~The efforts of the National Association of Realtors or other organizations could prevent us from operating our business and could lead~~cash to ~~the imposition of significant restrictions on our operations.~~

The National Association of Realtors, which represents real estate brokerages, has issued rules that attempt to block access of web-assisted real estate companies to the Multiple Listing System (MLS) and may adopt additional rules intended to reduce or eliminate competition from web-assisted (online) discount real estate businessessupport these financing arrangements, such ~~as ours. Our business is dependent upon the ability to access the MLS to be competitive. We can give no assurance that the National Association of Realtors~~cash will not be ~~successful in preventing our access~~available to ~~the MLS, or that it or another organization will not be successful in adopting rules or imposing~~us for other ~~restrictions on web-assisted real estate businesses such as ours. Such adoption or imposition of regulations or restrictions would~~purposes, which may have a material adverse effect on our ~~business.~~liquidity and financial position.

We have not achieved operating profitability in any period since our formation and we will continue to incur net losses until we can produce sufficient revenue to cover our costs. We anticipate that we will continue to incur losses until we can produce and sell our products and services on a large-scale and cost-effective basis. We cannot guarantee when we will operate profitably, if ever. In order to achieve profitability, we must successfully execute our planned path to profitability in the early adoption markets on which we are focused. The profitability of our products depends largely on material and manufacturing costs and the market price of hydrogen. The hydrogen infrastructure that is needed to support our growth readiness and cost efficiency must be available and cost efficient. We must continue to shorten the cycles in our product roadmap with respect to improvement in product reliability and performance that our customers expect. We must execute on successful introduction of our products into the market. We must accurately evaluate our markets for, and react to, competitive threats in both other technologies (such as advanced batteries) and our technology field. Finally, we must continue to lower our products’ build costs and lifetime service costs. If we are unable to successfully take these steps, we may never operate profitably, and, even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future.

We ~~compete in a dynamic and nascent industry, and we~~ may ~~invest significant resources~~not be able to ~~pursue strategies that do not prove effective.~~expand our business or manage our future growth effectively.

The industry for residential real estate information marketplaces and related marketing and advertising services on mobile and Web is in early stages of development, and significant shifts in consumer and professional behaviors occur constantly and rapidly. We continue to learn a great deal about the behaviors and objectives of residential real estate market participants as the industry evolves. We may not ~~successfully anticipate~~be able to expand our business or ~~keep pace with industry changes,~~manage future growth. We plan to continue to improve our manufacturing processes and we may invest considerable financial, personnel, and other resources to pursue strategies that do not, ultimately, prove effective such that our results of operations and financial condition may be harmed.build additional manufacturing production over the next five years, which will require successful execution of:

~~Competition in the traditional and online residential real estate industry is intense.~~

The residential real estate industry is highly competitive. We believe that important competitive factors in this industry include (but are not limited to) price, service, and ease of use. We presently face competition from numerous companies engaged in traditional residential real estate marketing services and we expect online competition to increase in the future from existing and new competitors. MostEnsuring delivery of our ~~current~~products is subject to many market risks, including scarcity, significant price fluctuations and ~~potential competitors have substantially greater financial, marketing~~competition. Maintaining adequate liquidity is dependent upon a variety of factors, including continued revenues from operations, working capital improvements, and ~~technical resources than us,~~compliance with our debt instruments. We may not be able to achieve our growth strategy and increase production capacity as ~~well as significant operating histories. Accordingly,~~planned during the foreseeable future. If we are unable to manage our growth effectively, we may not be able to ~~compete successfully against~~take advantage of market opportunities, develop new products, satisfy customer requirements, execute our business plan, or ~~existing competitors. Furthermore, competition may reduce the prices we are able~~respond to ~~charge for our services, thereby potentially lowering revenues and margins, which would likely have a material adverse effect on our results of operation and financial condition.~~

Delays in or not completing our ~~website, which could impair~~product development goals may adversely affect our ~~ability to continue to grow the number of users who use our website, which would harm our business, results of operations~~revenue and ~~financial condition.~~profitability.

~~Our success depends on~~If we experience delays in meeting our ~~ability~~development goals, our products exhibit technical defects, or if we are unable to ~~continue to attract additional consumers to~~meet cost or performance goals, including power output, useful life and reliability, the profitable commercialization of our ~~mobile applications~~products will be delayed. In this event, potential purchasers of our products may choose alternative technologies and ~~website. Our existing and~~any delays could allow potential competitors ~~include companies~~to gain market advantages. We cannot assure that ~~operate, or could develop, national and local real estate websites. These companies could devote greater technical and other resources than~~ we have available, have a more accelerated time frame for deployment and leverage their existing user bases and proprietary technologies to provide products and services that consumers might view as superior towill successfully meet our offerings. Any of our future or existing competitors may introduce different solutions that attract consumers or provide solutions similar to our own but with better branding or marketing resources. If we are not able to continue to growcommercialization schedule in the ~~number of consumers who use our mobile applications and websites, our business, results of operations and financial condition would be harmed.~~future.

~~The online residential real estate industry is subject to significant and rapid technological change.~~

The online residential real estate industry is subject to rapid innovation and technological change, shifting customer preferences, new service introductions and competition from traditional real estate brokerage firms. Competitors in this market have frequently taken different strategic approaches and have launched substantially different products or services in order to exploit the same perceived market opportunity. Although we believe that we are offering a unique solution, there can be no assurance that our services will be competitive technologically or otherwise, or that any other services developed by us will be competitive.

~~Our ability to compete in this industry will depend upon, among other things, broad acceptance of our services and on our ability to continually improve current and future services~~Periodically, we may ~~develop to meet changing customer requirements.~~enter into contracts with our customers for certain products that have not been developed or produced. There can be no assurance that we will ~~successfully identify new service or product opportunities~~complete the development of these products and ~~develop~~meet the specifications required to fulfill customer agreements and ~~bring~~deliver products on schedule. Pursuant to such agreements, the customers would have the right to provide notice to us if, in their good faith judgment, we have materially deviated from such agreements. Should a customer provide such notice, and we cannot mutually agree to a modification to the ~~market new and enhanced solutions in a timely manner, that such~~agreement, then the customer may have the right to terminate the agreement, which could adversely affect our future business.

Other than our current products, ~~or services will~~which we believe to be commercially ~~successful, that~~viable at this time, we do not know when or whether we will ~~benefit from such~~successfully complete research and development orof other commercially viable products that ~~products and services developed by others will not render~~could be critical to our ~~products and services noncompetitive or obsolete.~~future. If we are unable to ~~penetrate markets~~develop additional commercially viable products, we may not be able to generate sufficient revenue to become profitable. The profitable commercialization of our products depends on our ability to reduce the costs of our components and subsystems, and we cannot assure you that we will be able to sufficiently reduce these costs. In addition, the profitable commercialization of our products requires achievement and verification of their overall reliability, efficiency and safety targets, and we cannot assure you that we will be able to develop, acquire or license the technology necessary to achieve these targets. We must complete additional research and development to fill our product portfolios and deliver enhanced functionality and reliability in order to manufacture additional commercially viable products in commercial quantities. In addition, while we continue to conduct tests to predict the overall life of our products, we may not have run our products over their projected useful life prior to large-scale commercialization. As a ~~timely manner~~result, we cannot be sure that our products will last as long as predicted, resulting in ~~response to changing market conditions or customer requirements, or if new or enhanced products or services do not achieve a significant degree of market acceptance, our business would be materially~~possible warranty claims and ~~adversely affected.~~

Our products use flammable fuels that ~~industry, or declines in the real estate market or increases in mortgage interest rates, could reduce the demand for our products and services.~~are inherently dangerous substances.

Our ~~financial results significantly depend on real estate shoppers~~fuel cell systems use hydrogen gas in catalytic reactions. While our products do not use this fuel in a combustion process, hydrogen gas is a flammable fuel that could leak and combust if ignited by another source. Further, any such accidents involving our products or other products using our services. Real estate shopping patterns depend on the overall health of the real estate market. Changes to the regulation of the real estate industry, including mortgage lending, may negatively impact the prevalence of home ownership and the ability of market participants to close transactions. Changes to the real estate industry, declines in the real estate market or increases in mortgage interest ratessimilar flammable fuels could ~~reduce~~materially suppress demand for, ~~our services. Real estate markets also may be negatively impacted by a significant natural disaster, such as earthquake, fire, flood~~ or other disruption. In addition, real estate, rental, and mortgage professionals are subject to comprehensive federal, state, and local laws and regulations which may cause them to significantly alter, decrease, or terminate their purchaseheighten regulatory scrutiny of, our products and services. Seasonality, micro- and macroeconomic factors, government regulation, and other similar factors may decrease consumer usage as well as sales to our advertisers and other customers, which could harm our results of operations and financial condition.

We have identified material weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future. If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud, or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in the value of our common stock.products.

~~Our initial evaluation~~The risk of ~~our internal controls resulted in our conclusion that our disclosure controls~~product liability claims and procedures and that our internal control over financial reporting were not effective. Effective internal controls are necessary for us to provide reliable financial reports. All internal control systems, no matter how well designed, haveassociated adverse publicity is inherent limitations. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. In our case, our failure to achieve and maintain an effective internal control environment could cause us to be unable to produce reliable financial reports or prevent fraud. This may cause investors to lose confidence in our reported financial information, which could in turn have a material adverse effect on the value of our common stock.

Our lack of an independent audit committee and audit committee financial expert at this time may hinder our Board of Directors’ effectiveness in fulfilling the functions of the audit committee without undue influence from management and until we establish such committee will prevent us from obtaining a listing on a national securities exchange.

Although our common stock is not listed on any national securities exchange, for purposes of independence we use the definition of independence applied by NASDAQ. Currently, we have no independent audit committee. Our full Board of Directors functions as our audit committee and is currently comprised of three directors, none of whom are considered to be “independent” in accordance with the requirements set forth in NASDAQ Listing Rule 5605(a)(2). An independent audit committee plays a crucial role in the ~~corporate governance process, assessing~~development, manufacturing, marketing and sale of fuel cell products, including products fueled by hydrogen, a company’s processes relating to our risks and control environment, overseeing financial reporting, and evaluating internal and independent audit processes. The lack of an independent audit committee may prevent the Board of Directorsflammable gas. Any liability for damages resulting from being independent from management in its judgments and decisions and its ability to pursue the responsibilities of an audit committee without undue influence. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified, independent directors, the management of our businessmalfunctions or design defects could be ~~compromised.~~

~~Our Board of Directors acts as our compensation committee, which presents the risk that compensation~~substantial and ~~benefits paid to those executive officers who are board members and other officers may not be commensurate with our financial performance.~~

A compensation committee consisting of independent directors is a safeguard against self-dealing by company executives. Our Board of Directors acts as the compensation committee and determines the compensation and benefits of our executive officers, administers our employee stock and benefit plans, and reviews policies relating to the compensation and benefits of our employees. Our lack of an independent compensation committee presents the risk that our executive officers on the board may have influence over their personal compensation and benefits levels that may not be commensurate with our financial performance.

~~Limitations on director and officer liability and indemnification of our Company’s officers and directors by us may discourage stockholders from bringing a lawsuit against an officer or director.~~

Our Company’s certificate of incorporation and bylaws provide, with certain exceptions as required by governing state law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director or officer, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing a lawsuit against a director or officer for breach of fiduciary duty and may reduce the likelihood of derivative litigation by stockholders on the Company’s behalf against a director or officer.

~~We are responsible for the indemnification of our officers and directors~~.

Should our officers and/or directors require us to contribute to their defense in an action brought against them in their capacity as such, we may be required to spend significant amounts of our capital. Our articles of incorporation and bylaws also provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of us. This indemnification policy could result in substantial expenditures, which we may be unable to recoup. If these expenditures are significant or involve issues which result in significant liability for our key personnel, we may be unable to continue operating as a going concern.

~~We are obligated to indemnify RealBiz against certain damages, costs and expenses~~.

In connection with our separation from RealBiz, on October 27, 2017, we, RealBiz, Anshu Bhatnagar and Alex Aliksanyan entered into a Contribution and Spin-Off Agreement, as amended by a First Amendment to Contribution and Spin-Off Agreement dated as of January 29, 2018 (the “Spin-Off Agreement”). Under the Spin-Off Agreement, we are required to indemnify RealBiz against damages, costs and expenses resulting from events occurring at RealBiz prior to January 2, 2017. As a result, if an event occurring at RealBiz prior to January 2, 2017 results in liability for which RealBiz is obligated to pay, then we may be subject to liabilities from our indemnification obligations, which could materially adversely affect our business, financial condition, ~~and our ability to continue as a going concern.~~

~~A novel strain~~results of ~~coronavirus, the COVID-19 virus, may adversely affect our business~~ operations and ~~financial condition.~~

In December 2019, an outbreak of the COVID-19 virus was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared the COVID-19 virus a global pandemic and on March 13, 2020, President Donald J. Trump declared the virus a national emergency in the United States. This highly contagious disease has spread to most of the countries in the world and throughout the United States, creating a serious impact on customers, workforces and suppliers, disrupting economies and financial markets, and potentially leading to a world-wide economic downturn. It has caused a disruption of the normal operations of many businesses, including the temporary closure or scale-back of business operations and/or the imposition of either quarantine or remote work or meeting requirements for employees, either by government order or on a voluntary basis. The pandemic may adversely affect our potential customers’ operations, our employees and our employee productivity. It may also impact the ability of our subcontractors, partners, and suppliers to operate and fulfill their contractual obligations, and result in an increase in costs, delays or disruptions in performance. These supply chain effects, and the direct effect of the virus and the disruption on our employees and operations, may negatively impact both our ability to meet customer demand and our revenue and profit margins. Our employees are working remotely and using various technologies to perform their functions. We might experience delays or changes in customer demand, particularly if customer funding priorities change. Further, in reaction to the spread of COVID-19 in the United States, many businesses have instituted social distancing policies, including the closure of offices and worksites and deferring planned business activity. The disruption and volatility in the global and domestic capital markets may increase the cost of capital and limit our ability to access capital. Both the health and economic aspects of the COVID-19 virus are highly fluid and the future course of each is uncertain. For these reasons and other reasons that may come to light if the coronavirus pandemic and associated protective or preventative measures expand, we may experience a material adverse effect on our business operations, revenues and financial condition; however, its ultimate impact is highly uncertain and subject to change.

~~Our Ability to Use Our Net Operating Loss Carryforwards and Certain Other Tax Attributes May Be Limited.~~

As of November 30, 2021, we had federal net operating loss carryforwards of approximately $365,221. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income or income tax liability may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by certain “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. If we experience one or more ownership changes in the future as a result of future transactions in our stock, our ability to utilize net operating loss carryforwards could be limited. Furthermore, our ability to utilize net operating loss carryforwards of any companies that we have acquired or may acquire in the future may be limited. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards, other pre-change tax attributes, or net operating loss carryforwards of any acquired companies to offset our federal taxable income or reduce our federal income tax liability may be subject to limitation.

Certain of our officers are currently working for us on a part-time basis. These officers also work at other jobs and have discretion to decide what time they devote to our activities, which may result in a lack of availability when needed due to responsibilities at other jobs.

~~There is currently a limited public trading market for our common stock and one may never develop~~.

There currently is a limited public trading market for our securities, and it is not assured that any such public market will develop in the foreseeable future. Moreover, there can be no assurance that even if our common stock is approved for listing on an exchange or is quoted in the over-the-counter market in the future, that an active trading market will develop or be sustained. Therefore, we cannot predict the prices at which our common stock will trade in the future, if at all. As a result, our investors may have limited or no ability to liquidate their investments.

~~Trading in our common stock is conducted on the OTC Pink~~ ~~under the symbol “NBLD”~~, as we currently do not meet the initial listing criteria for any registered securities exchange. The OTC Pink and OTC Markets are less recognized markets than the registered securities exchanges and is often characterized by low trading volume and significant price fluctuations. These and other factors may further impair our stockholders’ ability to sell their shares when they want to and/or could depress our stock price. As a result, stockholders could find it difficult to dispose of, or obtain accurate quotations of the price of our securities because smaller quantities of shares could be bought and sold, transactions could be delayed and security analyst and news coverage of our Company may be limited. If a public market for our common stock does develop, these factors could result in lower prices and larger spreads in the bid and ask prices for our shares of common stock.

~~Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our common stock could incur substantial losses~~.

Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future. By way of example, on November 26, 2021, the reported low sale price of our common stock was $0.03, and the reported high sale price was $0.37, with no discernable announcements or developments by us or third parties. We may incur rapid and substantial decreases in our stock price in the foreseeable future that are unrelated to our operating performance or prospects. In addition, an actual or perceived problem with our products could adversely affect the ~~recent outbreak~~market’s perception of the novel strain of coronavirus (COVID-19) has caused broad stock market and industry fluctuations. The stock market has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. Asour products resulting in a ~~result of this volatility, investors may experience losses on their investment~~decline in ~~our common stock. The market price~~demand for our ~~common stock~~products, which may ~~be influenced by many factors, including the following:~~

● ~~regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our products;~~

● ~~variations in our financial results or those of companies that are perceived to be similar to us;~~

● ~~our ability or inability to raise additional capital and the terms on which we raise it;~~

● ~~our public disclosure of the terms of any financing which we consummate in the future;~~

● ~~announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments;~~

● other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, such as the recent outbreak of the novel coronavirus (COVID-19), and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions, whether occurring in the United States or elsewhere, could disrupt our operations, disrupt the operations of our suppliers or result in political or economic instability

These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance. Since the stock price of our common stock has fluctuated in the past, has been recently volatile and may be volatile in the future, investors in our common stock could incur substantial losses. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and ~~growth~~ prospects. ~~There can~~

Our purchase orders may not ship, be ~~no guarantee that our stock price will remain at current prices~~commissioned or ~~that future sales~~installed, or convert to revenue.

Some of the orders we accept from customers require certain conditions or contingencies to be satisfied, or may be cancelled, prior to shipment or prior to commissioning or installation, some of which are outside of our ~~common stock will~~control. The time periods from receipt of an order to shipment date and installation vary widely and are determined by a number of factors, including the terms of the customer contract and the customer’s deployment plan. There may also be product redesign or modification requirements that must be satisfied prior to shipment of units under certain of our agreements. If the redesigns or modifications are not completed, some or all of our orders may not ship or convert to revenue. In certain cases, we publicly disclose anticipated, pending orders with prospective customers; however, those prospective customers may require certain conditions or contingencies to be ~~at prices lower than those sold~~satisfied prior to ~~investors.~~entering into a purchase order with us, some of which are outside of our control. Such conditions or contingencies that may be required to be satisfied before we receive a purchase order may include, but are not limited to, successful product demonstrations or field trials. Converting orders into revenue is also dependent upon our customers’ ability to obtain financing. Some conditions or contingencies that are out of our control may include, but are not limited to, government tax policy, government funding programs, and government incentive programs. Additionally, some conditions and contingencies may extend for several years. We may have to compensate customers, by either reimbursement, forfeiting portions of associated revenue, or other methods depending on the terms of the customer contract, based on the failure on any of these conditions or contingencies. While not probable, this could have an adverse impact on our revenue and cash flow.

~~Because our common stock may be a “penny stock,” it may be more difficult for investors to sell shares of our common stock, and the market price of our common stock may be adversely affected.~~

Our common stock is deemed to be a “penny stock” if, among other things, the stock price is below $5.00 per share, it is not listed on a national securities exchange, or it has not met certain net tangible asset or average revenue requirements. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. This risk-disclosure document provides information about penny stocks and the nature and level of risks involved in investing in the penny-stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s written agreement to the purchase. Broker-dealers must also provide customers that hold penny stock in their accounts with such broker-dealer a monthly statement containing price and market information relating to the penny stock. If a penny stock is sold to an investor in violation of the penny stock rules, the investor may be able to cancel its purchase and get their money back.

If applicable, the penny stock rules may make it difficult for stockholders to sell their shares of our common stock. Because of the rules and restrictions applicable to a penny stock, there is less trading in penny stocks and the market price of our common stock may be adversely affected. Also, many brokers choose not to participate in penny stock transactions. Accordingly, stockholders may not always be able to resell their shares of our common stock publicly at times and prices that they feel are appropriate.

We are dependent on information technology in our operations and the failure of such technology may ~~be unable to make, on a timely basis, the changes necessary to operate effectively as an independent, publicly owned company.~~adversely affect our business.

We ~~have historically operated~~may experience problems with the operation of our current information technology systems or the technology systems of third parties on which we rely, as well as the development and deployment of new information technology systems, that could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved. Inabilities and delays in implementing new systems can also affect our ability to realize projected or expected cost savings. Despite the implementation of network security measures, our information technology could be penetrated by outside parties (such as computer hackers or cyber terrorists) intent on extracting information, corrupting information or disrupting business processes. Such unauthorized access could disrupt our business ~~as part~~and could result in a loss of a larger public company. Following consummation of the spin-off, we have been required to file with the SEC annual, quarterly and current reports that are specified in Section 13 of the Exchange Act. We have also been required to ensure that we have theassets or reputational damage. Additionally, any systems failures could impede our ability to ~~prepare~~timely collect and report financial ~~statements that are fully compliant~~results in accordance with ~~all SEC reporting requirements on a timely basis. In addition, we have become subject to other reporting and corporate governance requirements, including certain provisions of~~applicable laws.

Our financial results may be adversely affected by changes in accounting principles generally accepted in the ~~Sarbanes-Oxley Act and the regulations promulgated thereunder, which impose significant compliance obligations upon us.~~United States.

~~We expect~~GAAP is subject to ~~devote significant resources~~interpretation by the FASB, the American Institute of Certified Public Accountants, the SEC and ~~time~~various bodies formed to ~~comply with~~promulgate and interpret appropriate accounting principles. See Note 4, “Summary of Significant Accounting Policies,” to our consolidated financial statements included in this Annual Report on Form 10-K regarding the ~~internal control over financial reporting requirements~~effect of ~~the Sarbanes-Oxley Act, including costs associated with auditing and legal fees and~~new accounting and administrative staff. In addition, Section 404(a) under the Sarbanes-Oxley Act requires that we assess the effectiveness of our controls over financial reporting. Our future compliance with the annual internal control report requirement will dependpronouncements on ~~the effectiveness of~~ our financial ~~reporting and data systems and controls. We cannot be certain that~~statements. Any difficulties in implementing these measures will ensure that we design, implement and maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation or operation,pronouncements could ~~harm our operating results,~~ cause us to fail to meet our financial reporting obligations, ~~or cause us to suffer adverse~~which could result in regulatory ~~consequences or violate applicable stock exchange listing rules. Inadequate internal controls could also cause investors to lose~~discipline and harm investors’ confidence in ~~our reported financial information, which~~us. Further, the implementation of new accounting pronouncements or a change in other principles or interpretations could have a ~~negative~~significant effect on ~~the value of~~ our ~~stock and our access to capital.~~

The reduction or elimination of government subsidies and economic incentives for alternative energy technologies, or the ~~reporting requirements of federal securities laws can be expensive~~failure to renew such subsidies and incentives, could reduce demand for our products, lead to a reduction in our revenues and adversely impact our operating results and liquidity..

We ~~are~~believe that the near-term growth of alternative energy technologies is affected by the availability and size of government and economic incentives. Many of these government incentives expire, phase out over time, may exhaust the allocated funding, or require renewal by the applicable authority. In addition, these incentive programs could be reduced or discontinued for other reasons. The investment tax credit under the U.S. tax code was renewed in February 2018. The renewal allows for a ~~public reporting company~~30% investment tax credit which declines to 26% for 2021 and 2022, 22% in 2023, and zero for 2024 and later. The reduction, elimination, or expiration of the investment tax credit or other government subsidies and economic incentives, or the failure to renew such tax credit, governmental subsidies, or economic incentives, may result in the United States, and accordingly, subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act of 2002. The costs of preparing and filing annual and quarterly reports and other information with the SEC and furnishing audited reports to stockholders are substantial. If we do not provide current information about our company to market makers, they will not be able to trade our stock. Failure to comply with the applicable securities laws could result in private or governmental legal action against us or our officers and directors, which could have a detrimental impact on our business and financials, the valuediminished economic competitiveness of our ~~stock,~~products to our customers and could materially and adversely affect the ~~ability~~growth of ~~stockholders to resell their stock.~~

~~Our shareholders’ ownership may be substantially diluted in the~~alternative energy technologies, including our products, as well as our future.

In the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of ownership interests of our present stockholders. We expect to need to issue a substantial number of shares of common stock or other securities convertible into or exercisable for common stock in connection with hiring or retaining employees, future acquisitions, raising additional capital in the future to fund our operations, operating results and other business purposes. Additional shares of common stock issued by us in the future, including shares issued upon exercise of the warrants and the outstanding notes, will dilute an investor’s investment in the Company.liquidity.

We are subject to various federal, state and local environmental and human health and safety laws and regulations that could impose significant costs and liabilities on us.

Our operations are subject to federal, state, and local environmental and human health and safety laws and regulations, including laws and regulations relating to the use, handling, storage, transportation, disposal and human exposure to hazardous substances and wastes, product safety, emissions of pollution into the environment and human health and safety. We have incurred and expect to continue to incur, costs to comply with these laws and regulations. Violation of these laws or regulations or the occurrence of an explosion or other accident in connection with our fuel cell systems at our properties or at third party locations could lead to substantial liabilities and sanctions, including fines and penalties, cleanup costs or the requirement to undertake corrective action. Further, environmental laws and regulations, and the administration, interpretation and enforcement thereof, are subject to change and may become more stringent in the future, each of which could materially adversely affect our business, financial condition and results of operations.

Additionally, certain environmental laws impose liability, which can be joint, several and strict, on current and previous owners and operators of real property for the cost of removal or remediation of hazardous substances and damage to natural resources. These laws often impose liability even if the owner or operator did not know of, or was not responsible for, the release of such hazardous substances. They can also assess liability on persons who arrange for hazardous substances to be sent to disposal or treatment facilities when such facilities are found to be contaminated, and such persons can be responsible for cleanup costs even if they never owned or operated the contaminated facility. Our liabilities arising from past or future releases of, or exposure to, hazardous substances may adversely affect our business, financial condition and results of operations.

Trade policies, treaties and tariffs could have a material adverse effect on our business.

Our business is dependent on the availability of raw materials and components for our products, particularly electrical components common in the semiconductor industry. There is currently significant uncertainty about the future relationship between the United States and various other countries, most significantly China, with respect to trade policies, treaties, tariffs and taxes. The new U.S. presidential administration and U.S. Congress is in the process of revisiting and, in some cases, reversing changes made by the prior U.S. presidential administration. These developments, or the perception that any of them could occur, could have a material adverse effect on global economic conditions and the stability of global financial markets, and could significantly reduce global trade and, in particular, trade between the impacted nations and the United States.

This uncertainty includes the possibility of imposing tariffs or penalties on products manufactured outside the United States, including the U.S. government’s institution of a 25% tariff on a range of products from China and subsequent tariffs imposed by the United States as well as tariffs imposed by trading partners on U.S. goods. The institution of trade tariffs both globally and between the United States and China specifically carries the risk of negatively affecting the overall economic conditions of both China and the United States, which could have a negative impact on us.

We cannot predict whether, and to what extent, there may be changes to international trade agreements or whether quotas, duties, tariffs, exchange controls or other restrictions on our products will be changed or imposed. Although we currently maintain alternative sources for raw materials,, if we are unable to source our products from the countries where we wish to purchase them, either because of regulatory changes or for any other reason, or if the cost of doing so increases, it could have a material adverse effect on our business, financial condition and results of operations. Disruptions in the supply of raw materials and components could temporarily impair our ability to manufacture our products for our customers or require us to pay higher prices to obtain these raw materials or components from other sources, which could affect our business and our results of operations. Furthermore, the imposition of tariffs on items imported by us from China or other countries could increase our costs and could have a material adverse effect on our business and our results of operations.

Our products are subject to certain federal, local, and non-U.S. laws and regulations, including, for example, state and local ordinances relating to building codes, public safety, electrical and gas pipeline connections, hydrogen transportation and siting and related matters. See Item 1, “Business—Government Regulations” for additional information. In certain jurisdictions, these regulatory requirements may be more stringent than those in the United States. Further, as products are introduced into the market commercially, governments may impose new regulations. We do not know the extent to which any such regulations may impact our ability to manufacture, distribute, install and service our products. Any regulation of our products, whether at the federal, state, local or foreign level, including any regulations relating to the production, operation, installation, and servicing of our products may increase our costs and the price of our products, and noncompliance with applicable laws and regulations could subject us to investigations, sanctions, enforcement actions, fines, damages, civil and criminal penalties or injunctions. If any governmental sanctions are imposed, our business, operating results, and financial condition could be materially adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, operating results and financial condition.

Changes in tax laws or regulations or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition.

We are subject to income taxes in the United States and various foreign jurisdictions. A number of factors may adversely affect our future effective tax rates, such as the jurisdictions in which our profits are determined to be earned and taxed; changes in the valuation of our deferred tax assets and liabilities; adjustments to estimated taxes upon finalization of various tax returns; changes in available tax credits, grants and other incentives; changes in stock-based compensation expense; the availability of loss or credit carryforwards to offset taxable income; changes in tax laws, regulations, accounting principles or interpretations thereof; or examinations by US federal, state or foreign jurisdictions that disagree with interpretations of tax rules and regulations in regard to positions taken on tax filings. A change in our effective tax rate due to any of these factors may adversely affect the carrying value of our tax assets and our future results from operations.

In addition, as our business grows, we are required to comply with increasingly complex taxation rules and practices. We are subject to tax in multiple U.S. tax jurisdictions and in foreign tax jurisdictions as we expand internationally. The development of our tax strategies requires additional expertise and may impact how we conduct our business. If our tax strategies are ineffective or we are not in compliance with domestic and international tax laws, our financial position, operating results and cash flows could be adversely affected.

We may be unable to establish or maintain relationships with third parties for certain aspects of continued product development, manufacturing, distribution and servicing and the supply of key components for our products.

We will need to maintain and may need to enter into additional strategic relationships in order to complete our current product development and commercialization plans. We may also require partners to assist in the sale, servicing and supply of components for our current products and anticipated products, which are in development. If we are unable to identify, enter into, and maintain satisfactory agreements with potential partners, including those relating to the supply, distribution, service and support of our current products and anticipated products, we may not be able to complete our product development and commercialization plans on schedule or at all. We may also need to scale back these plans in the absence of needed partners, which could adversely affect our future prospects for development and commercialization of future products. While we have entered into relationships with suppliers of some key components for our products, we do not know when or whether we will secure supply relationships for all required components and subsystems for our products, or whether such relationships will be on terms that will allow us to achieve our objectives. Our business prospects, results of operations and financial condition could be harmed if we fail to secure relationships with entities that can develop or supply the required components for our products and provide the required distribution and servicing support. Additionally, the agreements governing our current relationships allow for termination by our partners under certain circumstances, some of which are beyond our control. If any of our current strategic partners were to terminate any of its agreements with us, there could be a material adverse impact on the continued development and profitable commercialization of our products and the operation of our business, financial condition, results of operations and prospects.

We may be unable to make attractive acquisitions or successfully integrate acquired businesses, assets or properties, and any ability to do so may disrupt our business and hinder our ability to grow, divert the attention of key personnel, disrupt our business and impair our financial results.

As part of our business strategy, we intend to consider acquisitions of companies, technologies and products. We may not be able to identify such attractive acquisition opportunities. Acquisitions, involve numerous risks, any of which could harm our business, including, among other things:

In addition, if we finance acquisitions by issuing equity securities, our existing stockholders may be diluted. As a result, if our forecasted assumptions for these acquisitions and investments are not accurate, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we had anticipated.

The market price of our common stock may be volatile and may be affected by market conditions beyond our control.

The market price of our common stock is subject to significant fluctuations in response to, among other factors:

In addition, if the market for stocks in our industry or the stock market in general, experiences a loss of investor confidence, the market price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause the price of our common stock to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to the board of directors and ~~executive officers~~management.

If we are unable to pay the costs associated with being a public, reporting company, we may be forced to discontinue operations.

Our common stock is quoted on the OTCQB tier of the marketplace maintained by OTC Markets Group, Inc. under the symbol “REII.” We expect to have significant costs associated with being a public, reporting company, which may raise substantial doubt about our ability to sell our equity securities and/or continue as a going concern. Our ability to continue as a going concern will depend on positive cash flow, if any, from future operations and on our ability to raise additional funds through equity or debt financing. If we are unable to achieve the necessary product sales or raise or obtain needed funding to cover the costs of operating as a public, reporting company, we may be forced to discontinue operations.

Our common stock is quoted on the OTCQB tier of the marketplace maintained by OTC Markets Group, Inc., which may make it more difficult for investors to resell their shares due to suitability requirements.

Our common stock is currently quoted on the OTCQB tier of the marketplace maintained by OTC Markets Group, Inc. under the symbol “REII.” Broker-dealers often decline to trade in over-the-counter stocks given the market for such securities are often limited, the stocks are more volatile, and the risk to investors is greater. These factors may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of their shares. This could cause our stock price to decline.

Our principal stockholders have the ability to exert significant control in matters requiring ~~shareholder~~stockholder approval and could delay, deter, or prevent a change in control of our company.

~~Alex Aliksanyan, a Director, Thomas M. Grbelja, our Chief Financial Officer, Secretary~~Robert Mount and ~~a Director, and William McLeod, our Chief Executive Officer and a Director, collectively own 7,853 shares~~Lynn Barney have beneficial ownership of our ~~outstanding common stock. In addition, Alex Aliksanyan holds warrants to purchase up to 420,000 shares of our~~preferred stock and common stock ~~Thomas Grbelja holds warrants to purchase up to 230,000 shares~~with over 97% of ~~our common stock, and William McLeod holds warrants to purchase up to 150,000 shares of our common stock. They cannot exercise their warrants if at~~ the time of such exercise, when added to the other shares of our common stock owned by each such holder or which can be acquired by each such holder upon exercise or conversion of any other instrument, would cause the holder to own more than 4.99% of our outstanding common stock. Each holder has the right to waive this exercise limitation, in whole or in part, upon and effective after 61 days prior written notice to us. If Mr. Aliksanyan, Mr. Grbelja and Mr. McLeod exercised all of their warrants, they would own approximately 17%, 9.6% and 6.0%, respectively, of our issued and outstanding shares of common stock.shareholder votes combined. As a result, they have the ability to influence matters affecting our shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because they ~~control~~controls such shares, investors may find it difficult to replace our management if they disagree with the way our business is being operated. Because the influence by these shareholders could result in management making decisions that are in the best interest of those shareholders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock. Investors who purchase our common stock should be willing to entrust all aspects of operational control to our current management team.

~~Our board of directors has historically had significant control over us and we have yet to establish committees comprised of independent directors~~.

We only have three directors. Because of such limited number of directors, each of our board members has significant control over all corporate issues. In addition, all three of our directors serve as executive officers. We have not established board committees comprised of independent members, and we do not have an audit or compensation committee comprised of independent directors. Our three directors perform these functions, despite not all being independent directors. Thus, there is potential conflict in that our directors are also engaged in management and participate in decisions concerning management compensation and audit issues that may affect management performance.

We do not ~~expect~~intend to pay dividends ~~on our common stock~~ in the foreseeable ~~future~~future..

We ~~have not paid cash dividends on our common stock to date and we~~ do not ~~expect~~intend to pay any dividends ~~on our common stock for~~in the foreseeable ~~future, and we may never pay dividends. Consequently,~~future. We do not plan on making any cash distributions in the ~~only opportunity for investors~~manner of a dividend or otherwise. Our Board presently intends to ~~achieve~~follow a ~~return on their investment may be~~policy of retaining earnings, if an active trading market develops, and investors are able to sell their shares for a profit or if our business is sold at a price that enables investors to recognize a profit, neither of which we can guarantee will ever take place. Our payment of any future dividends will be at the discretion of our Board of Directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, and growth plans.any.

~~Our certificate~~Future sales and issuances of ~~incorporation grants~~ our ~~Board of Directors, without any action~~capital stock or ~~approval by our stockholders, the power~~rights to ~~designate and issue preferred~~purchase capital stock ~~with rights, preferences and privileges that may be adverse to the rights~~could result in additional dilution of the ~~holders of our common stock~~.

The total number of shares of all classes of stock that the Company shall have the authority to issue is 275,000,000 shares consisting of: (i) 250,000,000 shares of common stock, par value $0.0001, of which 1,673,237 shares are issued and outstanding as of the date of this report and (ii) 25,000,000 shares of preferred stock, par value $0.0001 per share, none of which are currently outstanding.

Pursuant to authority granted by our certificate of incorporation and applicable state law, our Board of Directors, without any action or approval by our stockholders, may designate and issue shares in such classes or series (including other classes or series of preferred stock) as it deems appropriate and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights. The rights of holders of other classes or series of capital stock, including preferred stock that may be issued could be superior to the rights of the shares of common stock offered hereby. The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to the shares of our common stock. Finally, any issuances of additional capital stock (common or preferred) will dilute the percentage of ownership ~~interest~~ of our stockholders and ~~may dilute the per-share book value of the Company.~~

~~If we issue additional equity securities or issue convertible debt~~could cause our stock price to ~~raise capital, it may have a dilutive effect on shareholders’ investment.~~decline.

Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we ~~raise additional capital through further issuances of equity or convertible debt~~sell any such securities ~~our existing shareholders~~in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could ~~suffer significant dilution in their percentage ownership of us. Moreover, any new equity securities we issue could have~~gain rights, preferences and privileges senior to those of holders of our common stock.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in this Annual Report and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and results of operations.

~~Certain provisions~~The market for penny stocks has suffered in recent years from patterns of fraud and abuse

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

Our management is aware of the ~~Nevada Revised Statutes~~abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the ~~State~~market or of ~~Nevada,~~broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our ~~Articles~~securities. The occurrence of ~~Incorporation, and~~these patterns or practices could increase the volatility of our ~~bylaws~~share price.

Due to the lack of a developed trading market for our securities, you may have ~~anti-takeover effects which may make an acquisition of our company by another company more difficult.~~difficulty selling your shares.

Our ~~Articles of Incorporation and bylaws contain provisions that permit us to issue, without any further vote or action by~~common stock is currently quoted on the ~~stockholders, up to 25,000,000 shares of preferred stock in one or more series and, with respect to each such series, to fix the number of shares constituting the series and the designation~~OTCQB tier of the ~~series,~~marketplace maintained by OTC Markets Group, Inc. under the ~~voting powers,~~symbol “REII.” There currently is a very limited public trading market for our common stock. The lack of a developed public trading market for our shares may have a negative effect on your ability to sell your shares in the future and it also may have a negative effect on the price, if any, offor which you may be able to sell your shares. As a result an investment in the shares may be illiquid in nature and investors could lose some or all of their investment.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the ~~series, and the preferences and relative, participating, optional and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of such series.~~public.

Our ~~bylaws~~management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that ~~special meetings~~in reasonable detail accurately and fairly reflect the transactions and dispositions of ~~stockholders~~the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Our internal controls may be ~~called only by~~inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the ~~Board~~public.

Our common stock is governed under The Securities Enforcement and Penny Stock Reform Act of Directors, any two directors, or the President. Stockholders are not permitted to call a special meeting of stockholders, to require that the board call such a special meeting, or to require that our board request the calling of a special meeting of stockholders.1990.

~~These provisions~~The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operation for three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average annual revenue of at least $6,000,000, if such issuer has been in continuous operation for less than three years. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

The forward looking statements contained in this Annual Report may prove incorrect.

This Annual Report contains certain forward-looking statements, including among others: (i) anticipated trends in our ~~Articles~~financial condition and results of ~~Incorporation~~operations; (ii) our business strategy for expanding distribution; and ~~Bylaws~~(iii) our ability to distinguish ourselves from our current and future competitors. These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from these forward-looking statements. In addition to the other risks described elsewhere in this “Risk Factors” discussion, important factors to consider in evaluating such forward-looking statements include: (i) changes to external competitive market factors or in our internal budgeting process which might impact trends in our results of operations; (ii) anticipated working capital or other cash requirements; (iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the biotechnology industry; and (iv) various competitive factors that may prevent us from competing successfully in the marketplace. In light of these risks and uncertainties, many of which are described in greater detail elsewhere in this “Risk Factors” discussion, there can be no assurance that the events predicted in forward-looking statements contained in this Annual Report will, in fact, transpire.

We will incur ongoing costs and expenses for SEC reporting and compliance, without increased revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

Going forward, we will have ~~anti-takeover effects,~~ongoing SEC compliance and reporting obligations. Such ongoing obligations will require us to expend additional amounts on compliance, legal and auditing costs. In order for us to remain in compliance, we will require increased revenues to cover the cost of these filings, which could ~~delay, defer or prevent~~comprise a ~~takeover attempt that a holder~~substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all.

We have the right to issue additional common stock without consent of stockholders. This would have the effect of diluting investors’ ownership and could decrease the value of their investment.

We are authorized to issue 250,000,000 shares of common stock. Of these authorized shares, 6,080,580 shares are issued and outstanding as of March 3, 2023. Therefore, we are authorized to issue up to an additional approximately 244 million unissued shares of our common stock ~~might consider~~that may be issued by us for any purpose without the further consent or vote of our stockholders that would dilute stockholders’ percentage ownership of our company.

Our officers and directors can sell some of their stock, which may have a negative effect on our stock price and ability to raise additional capital, and may make it difficult for investors to sell their stock at any price.

Our officers and directors, as a group, are the beneficial owners of 192,506,606 shares of our common stock, representing more than 97% of our total issued shares on a fully-diluted basis. Each individual officer, director, and control party may be able to sell up to 1% of our outstanding stock (currently approximately 1.9 million shares on a fully-diluted basis) every 90 days in ~~its best interest.~~the open market pursuant to Rule 144, which may have a negative effect on our stock price and may prevent us from obtaining additional capital. In addition, if our officers and directors are selling their stock into the open market, it may make it difficult or impossible for investors to sell their stock at any price.

We have made forward-looking statements in this ~~annual report,~~Annual Report, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation, and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are only predictions and involve known and unknown risks and uncertainties, including the risks outlined under “Risk Factors” and elsewhere in this ~~annual report.~~Annual Report.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievement. We are not under any duty to update any of the forward-looking statements after the date of this ~~annual report~~Annual Report to conform these statements to actual results, unless required by law.

This Item is not applicable to us as we are not an accelerated filer, a large accelerated filer, or a well-seasoned issuer; however, we are voluntarily disclosing that ~~all~~we have not received any written comments from the Commission staff more than 180 days before the end of our fiscal year to which this Annual Report relates regarding our periodic or current reports under the Securities Exchange Act of 1934 ~~received within the last 180 days before the end of our last fiscal year have been resolved.~~and that remain unresolved.

~~Our principal executive offices are currently located at 201 W. Passaic St #301, Rochelle Park, NJ 07662.~~ We ~~currently share office space with Thomas M. Grbelja, our Chief Financial Officer, Secretary and a director. We do not currently pay rent for our principal executive offices. The office space is~~lease approximately ~~1,000~~15,503 square feet of office ~~space.~~space in Lindon, Utah, with a monthly payment of $29,012.49. The lease term ends in October 2028.

We lease approximately 80,000 square feet of manufacturing space is utilized for general office purposes and it is our belief that the space we currently occupy is adequate for our immediate needs. Additional space may be required as we expand our operations. We do not foresee any significant difficulties in ~~obtaining any required additional space. We currently do not own any real property.~~American Fork, Utah, with a monthly payment of $41,643.05. The lease term ends in July 2027.

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

ITEM 5 –- MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~On November 16, 2021, the~~ ~~Financial Industry Regulatory Authority authorized a broker dealer to initiate a priced quotation of our~~Our common stock is quoted on an unsolicited basis on the ~~OTC Pink~~ OTCQB tier of the marketplace maintained by OTC Markets Group, Inc. under the symbol ~~“NBLD”. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.~~“REII.” Our stock is piggyback qualified for broker-dealer quotations. Our common stock ~~only~~ trades on a limited or sporadic basis and should not be deemed to constitute an established public trading market. There is no assurance that there will be liquidity in the common stock.

The following table sets forth the high and low closing price for each quarter within the fiscal years ended November 30, 2022 and 2021 (starting November 17, 2021, the day our common stock first began to trade), as provided by Nasdaq. The information reflects prices between dealers, and does not include retail markup, markdown, or commission, and may not represent actual transactions.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to a few exceptions which we do not meet. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

As of ~~December 30, 2021,~~March 3, 2022, there ~~are 1,673,237~~were 6,090,580 shares of our common stock issued and outstanding and held by ~~approximately 220 shareholders of record. The number~~211 holders of record, ~~holders was determined from the records of our transfer agent and does~~ not ~~include beneficial owners of common stock whose~~including shares ~~are~~ held in ~~the names of various security brokers, dealers, and registered clearing agencies.~~“street name” in brokerage accounts which is unknown.

We have not paid any dividends on our common stock and do not expect to do so in the foreseeable future. We intend to apply our earnings, if any, in expanding our operations and related activities. The payment of cash dividends in the future will be at the discretion of the Board of Directors and will depend upon such factors as earnings levels, capital requirements, our financial condition and other factors deemed relevant by the Board of Directors.

On ~~August 20, 2019,~~December 10, 2020 we issued Common Stock Purchase Warrants to ~~six~~five individuals for the purchase of up to an aggregate of ~~1,192,500~~112,500 shares of our Common Stock. Alex Aliksanyan, our ~~former~~then Chief Executive Officer and a Director, was issued warrants to purchase up to ~~420,000~~12,500 shares of our Common Stock. Thomas Grbelja, our ~~Treasurer,~~then Chief Financial Officer and a Director, was issued warrants to purchase up to 12,500 shares of our Common Stock. William McLeod, our then Secretary and a Director, was issued warrants to purchase up to ~~230,000~~25,000 shares of our Common Stock. ~~William McLeod,~~

During the fiscal year ended November 30, 2022, we issued 123,005 Common Stock Purchase Warrants to 7 individuals. Alex Aliksanyan, our ~~current~~then Chief Executive Officer and a Director, was issued warrants to purchase up to ~~150,000~~18,005 shares of our Common Stock. Thomas Grbelja, our then Chief Financial Officer and a Director, was issued warrants to purchase up to 12,500 shares of our Common Stock.

AsOn January 5, 2022, we issued additional Common Stock Purchase Warrants to 4 individuals. Thomas Grbelja, our then chief Financial Officer and a Director, was issued warrants to purchase up to 25,000 shares of ~~November 30, 2021, we had the following warrants outstanding:~~

~~There are no events required~~On February 4, 2022, we issued additional Common Stock Purchase Warrants to ~~be disclosed by this Item.~~the following officers and directors: Alex Aliksanyan, our then Chief Executive Officer and a Director, was issued warrants to purchase up to 2,525,000 shares of our Common Stock. Thomas Grbelja, our then chief Financial Officer and a Director, was issued warrants to purchase up to 1,975,000 shares of our Common Stock. William McLeod, our then Secretary and a Director, was issued warrants to purchase up to 575,000 shares of our Common Stock.

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

On July 13, 2022 the Company amended the 2019 and 2022 warrant agreements to reduce the exercise price from $0.062 to $0.045 per share.

All of the issuances above were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.

On December 1, 2022, pursuant to an Agreement and Plan of Merger, dated as of December 1, 2022, by and among Nestbuilder, NB Merger Corp., a Delaware corporation and a direct, wholly owned subsidiary of Nestbuilder (“Merger Sub”), Renewable Innovations, Inc., a Delaware corporation (“Renewable Innovations”), Lynn Barney, as the representative of Renewable Innovations’ securityholders, and Alex Aliksanyan, as the Nestbuilder representative, Nestbuilder acquired Renewable Innovations through the merger of Merger Sub with and into Renewable Innovations (the “Merger”), with Renewable Innovations continuing as the surviving corporation and becoming a wholly owned subsidiary of Nestbuilder.

In connection with the transactions described above, we issued to the shareholders of Renewable Innovations an aggregate of 2,155,684 shares of our Series A Convertible Preferred Stock, par value $0.0001 per share, each share of which is convertible into 100 shares of our Common Stock, which represents a 93% ownership interest based on our fully-diluted capitalization immediately following the Merger. As a result of the foregoing transactions, we underwent a change of control on December 1, 2022. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.

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

ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

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

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

Enclosed with this Annual Report on Form 10-K are the audited financial statements of Nestbuilder.com Corp., a Nevada corporation, for the years ended November 30, 2022 and 2021. This section of our Management’s Discussion and Analysis discusses this business of Nestbuilder.com.

Prior to the transaction between Nestbuilder.com Corp. and Renewable Innovations, Inc., we were engaged in the business of providing digital media and marketing services for the real estate industry. We ~~currently generate~~generated revenue from service fees (video creation and production and referral fees from our LoseTheAgent.com website). At the core of our programs iswas our proprietary video creation technology which ~~allows~~allowed for an automated conversion of data (text, video slices and pictures of home listings) to a video with voice over and music. We ~~provide~~provided video search, storage and marketing capabilities on multiple platform dynamics for web and mobile. Once a home, personal or community video iswas created using our proprietary technology, it ~~can~~could be published to social media, email or distributed to multiple real estate websites.

In addition, we ~~own~~owned and ~~operate~~operated the web site LoseTheAgent.com, which is a site dedicated to peer-to-peer real estate transactions between home sellers and buyers - the so called For Sale By Owner segment. We ~~currently have~~had approximately 100,000 home listings across all 50 states. ~~LoseTheAgent.com~~ website traffic increased 105% in users and 114% in page views over the 11 months ending November 30, 2021, compared to the same period ending November 30, 2020. After adjusting for the discontinuance of advertising and marketing expenditures in February 2020, ~~LoseTheAgent.com~~ ~~website traffic jumped 176% in users and 147% in page views over the 9 months ending November 30, 2021, compared to the same period ending November 30, 2020 (periods during which we spent $0 on~~ ~~LoseTheAgent.com~~ ~~advertising and marketing).~~ We ~~monetize~~monetized the website by charging fees for both listing a home for sale and picking up possible buyers’ messages of interest. We also ~~plan~~planned on generating additional revenues by monetizing seller/buyer data with targeted, interested parties. ~~The web site is fully functional and is being marketed via various online platforms.~~

We discontinued the historical business of Nestbuilder.com on February 28, 2023.

AsWe had received a ~~result of~~report from our ~~financial condition, management has indicated in a footnote to~~independent registered public accounting firm for our financial statements ~~as of~~for the years ended November 30, 2022 and 2021 ~~their~~that included an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. In order to continue as a going concern, we must effectively balance many factors and begin to generate sufficient revenue to fund our operations. If we are not able to do this, we may not be able to continue as an operating company. At our current revenue and burn rate, our cash on hand ~~will~~would not ~~cover~~have covered our operating expenses for the next twelve months. ~~There is no assurance that our existing cash flow will ever be adequate to satisfy our existing operating expenses and capital requirements.~~

Results of Operations for the Year Ended November 30, ~~2021,~~2022, compared to Year Ended November 30, ~~2020~~2021

Total revenue for the year ended November 30, ~~2021,~~2022, was ~~$61,050~~$46,675 compared to ~~$73,374~~$61,050 for the year ended November 30, ~~2020,~~2021, a decrease of ~~16%~~23.5%. The decrease is primarily a result of declining legacy virtual tour business.

Cost of revenues totaled ~~$16,942~~$17,195 for year ended November 30, ~~2021,~~2022, compared to ~~$39,587~~$16,942 for the year ended November 30, ~~2020,~~2021, representing a decrease of ~~$22,645 or 57%.~~$253. Cost of revenues consists primarily of engineering and server costs incurred in connection with maintenance of our online networks. ~~The decline in costs is primarily due to a reduction in server costs.~~

Our operating expenses, which include salaries and benefits ~~selling and promotion, amortization and depreciation~~ and general and administrative expenses, ~~decreased 26%~~increased 1,001% to ~~$84,258,~~$882,832, for the year ended November 30, 2022, compared to $80,244 for the year ended November 30, 2021, ~~compared to $113,842~~an increase of $802,588. Salary and benefit expense increased $730,098 from $18,946 for the year ended November 30, ~~2020, a decrease~~2021 to $749,044 for the year ended November 30, 2022. Stock-based compensation amounted to $693,194, which includes vesting of ~~$29,584. The decrease was substantially due to a decrease in salary~~warrants and ~~benefit expense of $23,327, decreases in selling and promotional expense of $17,020 and an increase of general and administrative expenses of $10,762~~restricted stock, during fiscal 2022. A breakdown of general and administrative expenses is as follows:

During the current year, we obtained forgiveness of our PPP ~~# 1~~and SBA loan in the amount of ~~$13,080 from~~$15,077. In addition, we recorded a loss on the ~~SBA. During~~extinguishment of debt in the ~~year ended November 30, 2020, we repurchased our convertible promissory notes for their holders at a discount to the principle and accrued interest owed and recognized a gain on those transactions.~~amount of $72,198.

We had net loss of $917,731 for the year ended November 30, 2022, compared to a net loss of $27,070 for the year ended November 30, 2021, ~~compared to a net loss~~for an increase of ~~$69,617 for the year ended November 30, 2020, for a decrease of $42,547.~~$890,661.

Our principal needs for liquidity have been to fund operating losses and working capital requirements. Our principal source of liquidity as of November 30, ~~2021,~~2022, consisted of cash of ~~$19,622.~~$2,571. We expect that working capital requirements will continue to be our principal need for liquidity over the near term. Working capital requirements are expected to increase as a result of our anticipated growth.

We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern is dependent on obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations. Management’s plan to meet our operating expenses in the short term is through equity and/or debt financing.

On November 30, ~~2021,~~2022, we had ~~$19,622~~$2,571 cash on-hand, ~~an increase~~a decrease of ~~$15,498~~$17,051 from the prior year balance of ~~$4,124.~~$19,622. Based on our current revenues, cash on hand, and our current net monthly burn rate of approximately $5,000 we will need to continue to raise money from the issuance of equity to fund short term operations.

Net cash used by operating activities was ~~$44,682~~$150,473 for the year ended November 30, ~~2021, a decrease~~2022, an increase of ~~$41,889~~$105,791 from ~~$86,571~~$44,682 used in operating activities in the year ended November 30, ~~2020.~~2021. This decrease was primarily due to the net loss from the year.

There were no investing activities for the years ended November 30, ~~2021,~~2022, and ~~2020,~~2021, respectively.

Net cash provided by financing activities was $133,422 for the year ended November 30, 2022, as compared to net cash provided by financing activities of $60,180 for the year ended November 30, ~~2021, as compared to net cash used by financing activities of $172,420 for the year ended November 30, 2020.~~2021.

As of November 30, ~~2021,~~2022, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital resources that are material to investors.

Our critical accounting policies are set forth in Note 2 – Summary of Significant Accounting Policies, to our financial statement footnotes.

We have evaluated recent pronouncements and do not expect their adoption to have a material impact on our financial position or statements.

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

We have audited the accompanying balance sheets of Nestbuilder.com ~~Corp~~Corp. (the Company) as of November 30, ~~2021~~2022, and ~~2020,~~2021, and the related statements of operations, stockholders’ equity, (deficit), and cash flows for each of the years in the two-year period ended November 30, ~~2021,~~2022, 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 November 30, ~~2021~~2022, and ~~2020,~~2021, and the results of its operations and its cash flows for each of the years in the two-year period ended November 30, ~~2021,~~2022, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company ~~has~~had a net loss and net cash used in operating activities of $917,731 and $150,473, respectively, for the year ended November 30, 2022, and a working capital deficit and accumulated deficit of ~~$616,062~~$108,928 and $1,533,793, respectively, as of November 30, ~~2021.~~2022. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial 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 audits. 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.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

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, subjective, or complex judgments.

~~TAMPA BAY:~~ ~~4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053~~

~~JACKSONVILLE:~~ ~~4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053~~

~~ORLANDO:~~ ~~1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053~~

~~SOUTH FLORIDA:~~ ~~2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053 www.assurancedimensions.com~~

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

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

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

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

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

The ~~accompanying~~preparation of the financial statements ~~have been prepared~~ in ~~accordance~~conformity with ~~U.S.~~accounting principles generally accepted ~~accounting principles (“GAAP”) for interim financial information~~in the United States of America requires management to make estimates and ~~with~~assumptions that affect the ~~instructions to Form 10K~~reported amounts of assets and ~~Article 8~~liabilities and disclosures of ~~Regulation S-X. Accordingly, they do not include all~~contingent assets and liabilities at the date of the ~~information~~financial statements and ~~footnotes required by U.S. GAAP~~the reported amounts of revenue and expenses during the reporting period. The Company utilizes fair value estimates for ~~complete financial statements. In~~ the ~~opinion~~calculation of ~~management, all adjustments (all of which are of a normal recurring nature) considered necessary~~stock-based compensation for ~~a fair presentation have been included.~~applicable warrants and restricted stock awards. Actual results could differ from those estimates.

The Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were 0no cash equivalents as of November 30, ~~2021~~2022 and November 30, ~~2020.~~2021.

All expenditures on the acquisition for property and equipment are recorded at cost and capitalized as incurred, provided the asset benefits the Company for a period of more than one year. Expenditures on routine repairs and maintenance of property and equipment are charged directly to operating expense. The property and equipment are depreciated based upon its estimated useful life after being placed in service. The estimated useful life of computer equipment is 3 years. When equipment is retired, sold or impaired, the resulting gain or loss is reflected in earnings. The Company’s Property and Equipment are fully depreciated.

In accordance with Accounting Standards Codification (“ASC”) 360-10, “Property, Plant, and Equipment”, the Company periodically reviews its long- lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did 0tnot impair any long-lived assets as of November 30, ~~2021,~~2022, and November 30, ~~2020.~~2021.

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

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

ASC 820 also describes three levels of inputs that may be used to measure fair value:

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

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

Reclassification adjustment has been made in the prior period financial statements to reclassify convertible promissory notes payable and related accrued interest to related parties as of November 30, 2021. This reclassification resulted in a change in the presentation of notes payable on the balance sheet but had no effect on the previously reported net loss.

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

We generate revenue from service fees for video creation and production and referral fees from our LoseTheAgent.com website. Revenue is recognized when all of the following criteria are met:

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

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

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

●Allocation of the transaction price to the performance obligations in the contract - All current contracts are of a single performance obligation thus the entire transaction price is allocated to the single performance obligation. We determine standalone selling price taking into account available information such as historical selling prices of the performance obligation, geographic location, overall strategic objective, market conditions and internally approved pricing guidelines related to the performance obligation.

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

Cost of revenues includes costs attributable to services sold and delivered. These costs include engineering costs incurred to maintain our networks.

Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying financial statements. Advertising expense for the year ended November 30, ~~2021,~~2022, and ~~2020~~2021 were $~~544~~169 and $~~17,563~~544, respectively.

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

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

ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied for an extension of time to file with the Internal Revenue Service for its most recent tax filing.

The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices as of November 30, ~~2021.~~

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences will become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company has recorded a full valuation allowance against its net deferred tax assets because it is not currently able to conclude that it is more likely than not that these assets will be realized. The amount of deferred tax assets considered to be realizable could be increased in the near term if estimates of future taxable income during the carryforward period are increased.

~~As of November 30, 2021, the Company had unused net operating loss carry forwards of $365,221~~ available to reduce federal taxable income. The Company’s ability to offset future taxable income, if any, with tax net operating loss carryforwards may be limited due to the non-filing of tax returns. Under the CARES act, net operating losses arising after 2017 are able to be carried forward indefinitely. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382.

Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.

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

The Company’s operations and revenue are related to the real estate industry and its prospects for success are tied indirectly to interest rates and the general housing and business climates in the United States. Financial instruments and related items, which potentially subject the Company to concentration of credit risk consists primarily of cash. The Company places its cash with high credit quality institutions. At times, such deposits may be in excess of the FDIC insurance limit of $250,000. The Company did 0tnot have cash on deposit in excess of such limit in fiscal year ~~2021~~2022 and ~~2020.~~2021.

The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -– Contracts in Entity’s Own Equity (Subtopic 815-40) -– Accounting for Convertible Instruments and Contracts onin an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the ~~consolidated~~ financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. ~~Early adoption is permitted.~~ The Company adopted ASU 2021-04 on January 1, 2022. There is ~~currently evaluating~~no impact of the adoption of the standard on the financial statements.

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

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

At November 30, ~~2021,~~2022, the Company had a working capital deficit of $~~148,026~~108,928, an accumulated deficit of $~~616,062~~1,533,793 and a net loss and net cash used in operating activities of $~~27,070~~917,731 and $150,473, respectively for the year then ended. It is management’s opinion that these facts raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of this filing, without additional debt or equity financing. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

In December 2019, a novel coronavirus (“COVID-19”) emerged and has subsequently spread worldwide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state, and local governments mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus.

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

~~As of November 30, 2021, COVID-19 has not had a material impact on our results of operations or financial condition.~~

At November 30, ~~2021~~2022 and November 30, ~~2020~~2021 Company’s property and equipment are as follows:

The Company has recorded 0no depreciation expense for the years ended November 30, ~~2021,~~2022, and ~~2020.~~2021.

~~On August 17, 2018, William McLeod,~~During the year ended November 30, 2022, Mr. Aliksanyan, our Chief Executive Officer ~~President~~ and ~~a Director, Thomas M.~~board member, Mr. Grbelja, our ~~Treasurer, Secretary~~Chief Financial Officer and ~~a Director, and Alex Aliksanyan, a director and our former Chief Executive Officer, were each~~ ~~issued a convertible promissory note, dated August 17, 2018, in~~ ~~the principal amount of $12,500~~ ~~each, bearing interest at the rate of~~ ~~2.5%~~ ~~per annum and convertible into our common stock at a conversion price of $0.12~~ ~~per share~~.

On April 17, 2020, William McLeod, our Chief Executive Officer, President and a Director, Thomas M. Grbelja, our Treasurer, Secretary and a Director, and Alex Aliksanyan, a Director and our former Chief Executive Officer, executed a Satisfaction and General Release of Promissory Note, pursuant to which they accepted a discounted payoff of their convertible promissory notes in the amount of $~~11,250~~ each, in exchange for deeming their convertible promissory notes fully-paid, satisfied, and cancelled, and providing a release to us from any liability thereunder and recording a gain on settlement of $~~10,438. (See note 9).~~

~~During the current fiscal year Mr. Aliksanyan, a~~ board member, ~~of the Company, was issued a convertible promissory note in the amount of $6,101. Mr. Grbelja~~ and Mr. McLeod, ~~both officers~~our Secretary and board ~~members were issued~~member, converted promissory notes for common stock as part of a ~~convertible promissory note for $5,000~~Note Conversion and $~~10,000, respectively.~~Warrant Amendment Agreement (See Note 7 and Note 9).

On February 4, 2022, the Company issued 5,075,000 common stock warrants to its officers and directors. Each warrant is convertible into 1 share of common stock with an exercise price of $0.0925. The warrants expire on February 4, 2027. Pursuant to the terms of the Common Stock Purchase Warrants, ¼^th of the total number of shares underlying the warrants will vest and become exercisable on the first anniversary of the date of issuance, and an additional l/12^th of the total number of remaining shares underlying the warrants will vest and become exercisable on each of the monthly anniversaries thereafter, in each case, so long as the holder continues to be a service provider of the Company. The foregoing vesting schedule is subject to acceleration in the event of the service provider’s death, disability, termination without cause or a change in control of the Company.

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

There was $338,333 of related party stock-based compensation included in Salaries & benefits expenses and $473,667 of related party unvested stock based compensation expense as of November 30, 2022 which will be recognized through February 28, 2024.

~~Included in~~On May 26, 2022 the ~~year ended November 30,~~Company amended the 2019 ~~Mr. McLeod, director~~ and ~~President purchased~~ 2022 warrant agreements to reduce the exercise price from $~~280,000~~0.20 ~~Series A preferred shares in exchange for~~and $~~70,000~~0.0925~~. Those shares were repurchased on October 6, 2020 for~~, respectively, to $~~52,500~~0.062. per share.

On July 13, 2022 the Company amended the 2019 and 2022 warrant agreements to reduce the exercise price from $0.062 to $0.045 per share.

Mr. Aliksanyan, our Chief Executive Officer and board member, Mr. Grbelja, our Chief Financial Officer and board member, and Mr. McLeod, our Secretary and board member, had 5,875,000 warrants outstanding as of November 30, 2022 that were included in the amended agreements. There was no adjustment to the fair value of the 2019 and 2022 warrants as a result of the warrant modifications. See Note 7.

On February 4, 2022, the Company issued 825,000 shares of restricted common stock to its officers and directors at a price per share of $0.0925, the fair market value at the date of issuance. Pursuant to the terms of the Restricted Stock Award Agreements, the restricted common stock vests in a series of eight (8) successive equal quarterly installments beginning on the date of grant, provided that the grantee continuously provides services to the Company as an employee, officer, director, contractor or consultant through the applicable vesting date. The foregoing vesting schedule is subject to acceleration in the event of the service provider’s death, disability, termination without cause, or a change in control of the Company. There was $55,000 of related party stock-based compensation included in Salaries and benefits expense and $77,000 of related party unvested restricted stock based compensation expense as of November 30, 2022 that will be recognized through February 28, 2024.

The total number of shares of all classes of stock that the Company shall have the authority to issue is 275,000,000 shares consisting of: 250,000,000 shares of common stock with a $0.0001 par value per shares; and 25,000,000 shares of preferred stock, par value $0.0001 per share. On May 31, 2019, we filed a certificate of designation with the Secretary of State of the State of Nevada to create a new class of preferred stock designated as the Series A Convertible Preferred Stock. The holders of Series A Convertible Preferred Stock are entitled to receive dividends in an amount equal to any dividends or other Distribution on the Common Stock. The holders of Series A Convertible Preferred Stock are entitled to be paid out of the Available Funds and Assets, in preference to any payment or distribution of any Available Funds and Assets on any shares of Common Stock or subsequent preferred stock, an amount per share equal to the Original Issue Price of the Series A Convertible Preferred Stock plus all declared but unpaid dividends on the Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the issuance of such share, into one (1) share of Common Stock. As of November 30, ~~2021,~~2022, there were ~~1,673,237~~6,090,580 shares of common stock issued and outstanding and 0zero shares of Series A Convertible Preferred Stock issued and outstanding.

On ~~October 9, 2020, we entered into Stock Repurchase Agreements with three shareholders, pursuant to which we agreed to repurchase from such shareholders a total of~~February 4, 2022, the Company issued ~~640,000~~1,375,000 shares of ~~Series A Convertible Preferred Stock,~~restricted common stock at ~~a per-share purchase price of~~ $~~0.1875~~0.0925 per share to its officers, contracted consultants and professionals. Pursuant to the terms of the Restricted Stock Award Agreements, the restricted common stock vests in a series of eight (8) successive equal quarterly installments beginning on the date of grant, provided that the grantee continuously provides services to the Company as an employee, officer, director, contractor or consultant through the applicable vesting date. The foregoing vesting schedule is subject to acceleration in the event of the service provider’s death, disability, termination without cause, or a change in control of the Company. There was $91,966 of stock-based compensation included in Salaries and benefits expense and $128,333 of unvested restricted stock-based compensation expense as of November 30, 2022 that will be recognized through May 31, 2024. As of November 30, 2022, 572,917 shares of restricted stock had vested, 802,083 shares of restricted stock remain unvested.

On February 7, 2022, our existing noteholders exercised their conversion rights of $69,554 of their balances and were issued 679,534 shares of common stock at $0.07 and 628,238 shares of common stock at $0.035for a total fair value of $141,752. As an incentive to convert their notes, three noteholders agreed to a modification where they converted a portion of their notes at $0.035 per common share. The share price at the time of the conversion was $0.177 which resulted in a loss on debt conversion of $~~120,000~~55,712~~. One~~, which is included in the loss on extinguishment of ~~these shareholders was William McLeod, our Chief Executive Officer, from whom we repurchased a total~~debt of $~~280,000~~72,198 on the Statement of Operations as of November 30, 2022.

On February 28, 2022, the company issued 1,287,500 shares of ~~Series A Convertible Preferred Stock~~its common stock at $0.08 in exchange for $~~52,500~~67,000 in cash and a stock subscription receivable of $36,000. The $36,000 of the stock subscription receivable was received in March 2022.

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

~~On August 20, 2019, the Company issued~~ ~~1,192,500~~ ~~common stock warrants to its officers, contracted consultants and professionals that vested immediately. Each warrant is convertible into~~ 1 ~~share of common stock and vests immediately upon issuance with an exercise price of $0.20. The warrants expire on~~ ~~August 20, 2024~~.

~~During December 2020, the Company issued~~ ~~137,500~~ ~~warrants pursuant to the stock purchase agreement and issuance of convertible notes in the amount of $27,500~~.

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

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

In January 2022, the Company issued an additional 100,000 warrants pursuant to the Securities Purchase Agreement and issuance of convertible notes in the amount of $20,000. The ~~grant~~warrants have an exercise price of $0.10 per share and the warrants vest immediately and expire on December 31, 2022. The Company recorded $6,275 of interest expense for these awards during the year ended November 30, 2022.

On February 4, 2022, the Company issued 9,025,000 common stock warrants to its officers, contracted consultants and professionals. Each warrant is convertible into 1 share of common stock with an exercise price of $0.0925. The warrants expire on February 4, 2027. Pursuant to the terms of the Common Stock Purchase Warrants, ¼^th of the total number of shares underlying the warrants will vest and become exercisable on the first anniversary of the date of issuance, and an additional l/12^th of the total number of remaining shares underlying the warrants will vest and become exercisable on each of the monthly anniversaries thereafter, in each case, so long as the holder continues to be a service provider of the Company. The foregoing vesting schedule is subject to acceleration in the event of the service provider’s death, disability, termination without cause or a change in control of the Company. There was $601,665 of stock-based compensation expense included in Salaries and benefits expense as of November 30, 2022 and $842,333 of unvested stock based compensation which will be recognized through February 28, 2024.

On February 7, 2022, the Company and the purchasers under the Securities Purchase Agreement executed Note Conversion and Warrant Amendment Agreements pursuant to which they amended the common stock purchase warrants issued pursuant to the Securities Purchase Agreement, dated December 10, 2020, to reduce the exercise price per share from $0.10 per share to $0.02 per share for 217,500 warrants. As a result of the warrant modification in conjunction with the note conversion, $16,486 was recorded as a loss on extinguishment of debt for the year ended November 30, 2022, which is included in the loss on extinguishment of debt of $72,198 on the Statement of Operations.

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

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

On July 13, 2022, the Company executed a Warrant Amendment Agreement pursuant to which they amended the common stock purchase warrants issued pursuant to the 2019 warrants and 2022 warrants, reducing the exercise price per share from $0.062 to $0.045. There was ~~zero.~~no adjustment to the fair value of the 2019 and 2022 warrants as a result of the warrant modifications.

On September 22, 2022, a portion of our existing common stock warrant holders exercised their purchase right to purchase 82,500 common stock warrants for $3,712.

A summary of the Company’s outstanding common stock warrants as of November 30, ~~2021,~~2022, is as follows:

The following table summarizes information about common stock warrants outstanding on November 30, ~~2021:~~2022:

The Company estimates the fair value of each award on the date of grant using a ~~Cox Rubinstein option~~Black Scholes valuation model that uses the following assumptions for warrants ~~earned~~modified during the year ended November 30, ~~2021:~~2022:

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

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

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

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

The Notes bear ~~interest~~Interest at the rate of 10.0% per annum and mature on July 31, 2022. We may agree with the noteholders from time to time to accept loan advances under the Notes up to the principal amount of the Notes. As of the date of this filing, the investors have made aggregate loan advances under the Notes of $47,160, which includes an additional $16,000 that was advanced under the existing agreement on or about June 20, 2021 and an additional $3,601 during September 2021. ~~The Company has accrued~~In January 2022 an additional advance of $~~3,411~~20,000 ~~in interest through November 30, 2021 included in~~under the ~~convertible promissory notes payable on the balance sheet. If all of the Notes were converted, the Company would be required to issue~~ ~~722,443~~ ~~shares of common stock to the noteholders.~~existing agreement.

Pursuant to the terms of the Notes, the holders of the Notes have the right, at their option, at any time, to convert the principal amount of the Notes, and any accrued interest, into our common stock at a conversion of $0.07 per share. However, each holder of a Note will not have the right to convert any portion of his Note if the holder (together with his affiliates) would beneficially own in excess of ~~4.99~~9.99% of the number of shares of our common stock outstanding immediately after giving effect to the conversion, as such a percentage ownership is determined in accordance with the terms of the Note. Each holder has the right to waive the ~~foregoing conversion~~foregoingconversionon limitations, in whole or in part, upon and effective after 61 days prior written notice to us.

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

On May 11, 2022, our remaining noteholders exercised their conversion rights and were issued 29,066 shares of common stock at $0.07 for a total value of $2,050. There are no convertible notes outstanding as of November 30, ~~2021, the total balance of those notes payable are $50,571~~.2022.

On May 6, 2020, the Company obtained a $13,080 loan from TD Bank pursuant to the Paycheck Protection Program (“PPP”) under the “CARES Act”. ~~In addition, the Company also obtained $2,000~~ ~~from the SBA in the form of the Economic Injury Disaster Loan program (EIDL advance). Total borrowed in connection with the two agreements was $15,080~~.

~~In March 2021, the Company obtained an additional Paycheck Protection Program (2) loan in the amount of $13,077~~ ~~from the SBA since we satisfied the requirements established by the SBA to obtain an additional loan.~~

The Company applied for and received forgiveness from the SBA on May 24, 2021, ~~on the first loan Paycheck Protection Program Loan~~ in the amount of $13,080. The Company recorded the gain on forgiveness of this loan as a component of other income. ~~Pertaining to forgiveness~~

In March 2021, the Company obtained an additional Paycheck Protection Program loan in the amount of ~~PPP#2,~~$15,077 from the SBA since we ~~have already~~ satisfied ~~all~~ the requirements established by the SBA to obtain an additional loan. The Company applied for and received forgiveness from the SBA in December 2021 in the amount of $15,077. The Company recorded the gain on forgiveness of this ~~loan. We have applied for forgiveness in December 2021, however, at this time we have not yet received approval for forgiveness from SBA.~~loan as a component of other income.

The Company accounts for income taxes considering deferred tax assets and liabilities which represent the future tax consequences of the differences between financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the year the change is enacted.

The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows:

SCHEDULE OF RECONCILIATION BETWEEN STATUTORY RATE AND EFFECTIVE ~~INCOME TAX~~ RATE

At November 30, ~~2021~~2022 and ~~2020~~2021 the Company’s deferred tax assets were as follows:

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences will become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company has recorded a full valuation allowance against its net deferred tax assets because it is not currently able to conclude that it is more likely than not that these assets will be realized. The change in the valuation allowance during the years ended November 30, 2022 and 2021 was approximately $35,000and $3,000, respectively. The amount of deferred tax assets considered to be realizable could be increased in the near term if estimates of future taxable income during the carryforward period are increased.

As of November 30, ~~2021,~~2022, the Company had unused net operating loss carry forwards of $~~365,221~~532,637 available to reduce federal taxable income. The Company’s ability to offset future taxable income, if any, with tax net operating loss carryforwards may be limited due to the non-filing of tax ~~returns and~~returns. Under the ~~impact of the statute of limitations on the Company’s ability~~CARES act, net operating losses arising after 2017 are able to ~~claim such benefits.~~be carryforward indefinitely. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382.

In connection with the Merger, we intend to file articles of merger with the Nevada Secretary of State to change our name to Renewable Innovations, Inc. pursuant to a parent/subsidiary merger between us (as “Nestbuilder.com Corp.”) and our wholly-owned non-operating subsidiary, Renewable Innovations, Inc., which was established for the purpose of giving effect to this name change.

Immediately prior to the Merger, there were 6,090,580 shares of our Common Stock issued and outstanding and warrants outstanding to acquire up to an aggregate of 10,135,000 shares of our Common Stock. As a result of the Merger, we issued to the shareholders of Renewable Innovations an aggregate of 2,155,684 shares of our Series A Convertible Preferred Stock, par value $0.0001 per share, each share of which is convertible into 100 shares of our Common Stock, which represents a 93% ownership interest based on our fully-diluted capitalization immediately following the Merger. As a result of the foregoing transactions, we underwent a change of control on December 1, 2022, which will be accounted for as a reverse merger.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of November 30, ~~2021,~~2022, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of November 30, ~~2021,~~2022, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 9A(b).

Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. 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 the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of November 30, ~~2021.~~2022 .. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, Management identified the following ~~three~~two material weaknesses that have caused management to conclude that, as of November 30, ~~2021,~~2022, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

1. We do not have a formal policy or written procedures for the approval, identification, and reporting of related-party transactions. Our controls are not adequate to ensure that all material transactions and developments with related parties will be properly identified, approved and reported. In our assessment of our disclosure controls and procedures, management evaluated the impact of our failure to have policies and procedures for the identification, approval and reporting of related-party transactions and has concluded that the control deficiency that resulted represented a material weakness.

2. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. ~~In our assessment of our disclosure controls and procedures, management~~Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

3.2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. ~~In our assessment of our disclosure controls and procedures, management~~Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only our management’s report in this Annual Report.

To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.

We also intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.

No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended November 30, ~~2021,~~2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The following table sets forth the names, ages, and biographical information of each of our current directors and executive officers, and the positions with usthe Company held by each person, and the date such person became a director or executive ~~officer.~~officer of the Company. Our executive officers are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. Family relationships among any of the directors and officers are described below.

Robert L. Mount, age 67, was appointed on December 1, 2022 to serve as our Chief Executive Officer, President and a director, effective immediately. Mr. Mount has been the Chief Executive Officer, President and a director of Renewable Innovations, Inc., now our wholly-owned subsidiary, since its inception in June 2019. Prior to Renewable Innovations, for 24 years through December 2020, Mount was the Chief Executive Officer of Power Innovations, Inc., and remained an employee there until March 31, 2021.

Mr. Mount has 45 years of dynamic, entrepreneurial, and driven results-oriented leadership with a strong track record as the originator, facilitator, and builder of world-class technology in the power industry. Bob is keenly aware of market opportunities and has a strong propensity towards strategic implementation of ideas and programs. He addresses upcoming market needs and trends with innovative and technologically sound solutions, and he is always ready to step up to diverse challenges to capitalize on new market opportunities.

~~Alex Aliksanyan~~, age 71, has served as a director since our inception, and served as our President from October 28, 2017, to August 17, 2018. He served as our Chief Executive Officer from August 17, 2018 until April 2020. Mr. Aliksanyan comes to the Company with more than 25 years of Strategic Technology Planning, Implementation and Marketing experience. Mr. Aliksanyan also previously served as CEO and President of iCruise.com which he founded in 2000. Prior thereto, Mr. Aliksanyan had served as a marketing consultant for several brands such as Citibank, Disney and Hillshire Farms and held executive marketing positions at Nestle and Altria Inc.. He is considered in the travel industry as a pioneer in the area of e-commerce. Mr. Aliksanyan received his Bachelors’ Degree in Physics from New YorkEducation: Brigham Young University, ~~and an advanced degree in marketing from the Stern School of Business in New York.~~Drexel University: Engineering (Electrical, Aerospace / Mechanical)

~~Thomas M. Grbelja~~Lynn B. Barney¸, age ~~63, has served as our Treasurer and Secretary since October 28, 2017, and has served~~75, was appointed on December 1, 2022 to serve as our Chief Financial Officer ~~Treasurer,~~and Secretary, effective immediately, and as a director, effective 10 days after the mailing of this Information Statement to our shareholders. Mr. Barney has been the Chief Financial Officer, Secretary and ~~one~~a director of Renewable Innovations, Inc., now our ~~directors~~wholly-owned subsidiary, since ~~August 17, 2018.~~its inception in June 2019. Prior to Renewable Innovations, Mr. Grbelja has spent over 40 years as a Certified Public Accountant providing a wide variety of professional accounting, tax and financial consulting services to professional service, manufacturing, and construction industry participants. Since 1990, he hasBarney served as the ~~President~~Chief Financial Officer of Power Innovations from 2001 to 2015 when he retired and became a ~~Founding Member~~private investor in real estate and was a co-founder of ~~Burke Grbelja & Symeonides, LLC, Certified Public Accountants, an accounting firm based in Rochelle Park, New Jersey. In addition, between 1983 and 1990,~~Renewable Innovations with Mr. Grbelja worked as an accountant at Coopers & Lybrand, where he was responsible for the overall audit engagement, including filings with the SEC, for certain large, publicly traded companies. He received his undergraduate degree in accounting at Fairleigh Dickinson University and is a Certified Public Accountant.Mount.

~~William (Bill) McLeod~~~~, age 69,~~Mr. Barney has extensive experience in business having founded a commercial bank in Utah after working for the largest bank in the state. After selling the bank, he served as ~~our President and as one~~the CEO of ~~our directors since August 17, 2018.~~a publicly traded laser company which was listed on the Pink Sheets. Under his leadership, the company (BriteSmile) developed the world’s first laser tooth whitening procedure. He has served as our Chief Executive Officer since April 17, 2020. Mr. McLeod has been a real estate business investor since 1978. He has been active in real estate development for over thirty-five years. He is currently the managing partner for McLeod Investment, LLC. Bill has also been active in medical surgical equipment sales until 2006. He remains a partner in Skype Comfort and Shoes Etc., both closely held medical equipment companies. ~~Mr. McLeod brings~~guided that company to the ~~Board his extensive senior leadership experience, his significant real estate industry experience, and significant professional relationships~~full list of the American Stock Exchange where it became the number one growth stock on all three exchanges in the ~~real estate and investment industries.~~first quarter of 1996 which led to his interview by Mark Haines on CNBC’s Squawk Box on May 29, 1996. In 2001, Mr. Barney became an early investor in Power Innovations. In 2014, Mr. Barney was the lead in closing the sale of the Company to LiteOn Technologies.

There are no family relationships ~~among~~between any of our officers ~~directors,~~ or ~~greater-than-10% shareholders.~~directors.

Other than as set forth above, none of our officers and directors is a director of any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTC marketplace on which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the ~~Company~~company or any other individual having a relationship which, in the opinion of the ~~Company’s~~company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, ~~we do not have any independent directors because all~~none of our directors are ~~also executive officers.~~independent.

~~We do not currently have an audit committee or an audit committee financial expert, nor do we have any other committees of the Board of Directors.~~

None of our officers or directors has, in the past ten years, filed bankruptcy, been convicted in a criminal proceeding or is named in a pending criminal proceeding, been the subject of any order, judgment, or decree of any court permanently or temporarily enjoining him from any securities activities, or any other disclosable event required by Item 401(f) of Regulation S-K.

~~Compliance with~~ Section 16(a) ~~of the Securities Exchange Act of 1934~~Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of ~~our~~ common stock and other equity ~~securities.~~securities of the Company. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us, none of the current required parties are delinquent in their 16(a) filings except as follows: Form 4s for Alex Aliksanyan, Thomas M. Grbelja, and William McLeod required to be filed within two (2) days after their purchase of senior convertible promissory notes from us on December 10, 2020.

None of our officers, directors, or beneficial owners of more than ten percent of our common stock has filed reports required by section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal years.

Our Board of Directors does not maintain a separate audit, nominating or compensation committee. Functions customarily performed by such committees are performed by its Board of Directors as a whole. We are not required to maintain such committees under the applicable rules of the OTC. We do not currently have an “audit committee financial expert” since we currently do not have an audit committee in place. We intend to create board committees, including an independent audit committee, in the near future.

We do not currently have a process for security holders to send communications to the Board.

During the fiscal ~~year~~years ended November 30, 2022 and 2021, the Board of Directors met ~~on one occasion.~~as necessary.

None of our officers or directors has, in the past ten years, filed bankruptcy, been convicted in a criminal proceeding or named in a pending criminal proceeding, been the subject of any order, judgment, or decree of any court permanently or temporarily enjoining him or her from any securities activities, or any other disclosable event required by Item 401(f) of Regulation S-K.

We have not adopted a written code of ethics, primarily because we believe and understand that our officers and directors adhere to and follow ethical standards without the necessity of a written policy.

~~On August 17, 2018, we entered into employment agreements with Alex Aliksanyan,~~Robert L. Mount, our Chief Executive Officer, President, and a ~~director,~~Director, does not have a written employment agreement. He received a salary of $35,000 in 2021, $60,000 in 2022 through September, and ~~Thomas M. Grbelja,~~$300,000 starting in October 2022.

~~Pursuant to the~~Director, does not have a written employment or contractor agreement ~~with Alex Aliksanyan (the “Aliksanyan Employment Agreement”), Mr. Aliksanyan agreed to serve as our Chief Executive Officer,~~ and ~~we agreed to pay Mr. Aliksanyan an annual base salary of $120,000 per year.~~ ~~The initial term of the~~ ~~Aliksanyan Employment Agreement~~ ~~is 12 months and may be extended by mutual agreement between us and Mr.~~ ~~Aliksanyan. On or about August 28, 2018, we entered into an oral agreement with Mr. Aliksanyan, as memorialized by a First Amendment to Employment Agreement dated September 25, 2018, pursuant to which~~ ~~Mr.~~ Aliksanyan agreed to continue receiving his 2017 annual salary of $36,000 per year in exchange for continued employment and our agreement to adopt an employee stock option plan or similar plan for compensating, incentivizing, retaining and attracting employees prior to June 30, 2019, from which ~~Mr.~~ Aliksanyan would be eligible to receive equity securities from time to time in the discretion of our board of directors. On April 17, 2020, we terminated the employment of Alex Aliksanyan as our Chief Executive Officer, effective as of April 20, 2020. On April 20, 2020, we and Mr. Aliksanyan entered into that certain Separation and Release of Claims Agreement, dated April 20, 2020, whereby Mr. Aliksanyan terminated his Employment Agreement, dated August 17, 2018, as amended, and provided a release of claims to us in exchange for a lump sum payment equal to $1,500, representing one month of his base salary.

Pursuant to the employment agreement with Thomas M. Grbelja (the “Grbelja Employment Agreement”), Mr. Grbelja agreed to serve as our Chief Financial Officer, devoting a minimum of 50% of his time and attention to his duties as Chief Financial Officer. We agreed to pay Mr. Grbelja an annual base salary of $70,000 per year. ~~The initial term of the~~ ~~Grbelja Employment Agreement~~ ~~is 12 months and may be extended by mutual agreement between us and~~ Mr. Grbelja. On or about August 28, 2018, we entered into an oral agreement with Mr. Grbelja, as memorialized by a First Amendment to Employment Agreement dated September 25, 2018, pursuant to which Mr. Grbelja agreed to continue receiving his 2017 annual salary of $24,000 per year in exchange for continued employment and our agreement to adopt an employee stock option plan or similar plan for compensating, incentivizing, retaining and attracting employees prior to June 30, 2019, from which Mr. Grbelja would be eligible to receive equity securities from time to time in the discretion of our board of directors.receives no compensation.

The following table sets forth information with respect to compensation earned by our Chief Executive Officer, President, ~~and~~ Chief Financial Officer and Secretary for the ~~fiscal~~ years ended November 30, ~~2021~~2022 and ~~2020.~~2021.

On August 20, 2019, we issued Common Stock Purchase Warrants to the following officers and directors: Alex Aliksanyan, our Chief Executive Officer and a Director, was issued warrants to purchase up to 420,000 shares of our Common Stock. Thomas Grbelja, our Treasurer, Secretary and a Director, was issued warrants to purchase up to 230,000 shares of our Common Stock. William McLeod, our President and a Director, was issued warrants to purchase up to 150,000 shares of our Common Stock.

Each Common Stock Purchase Warrant is exercisable, by its holder, in whole or in part, at any time between August 20, 2019 and August 20, 2024, into shares of our Common Stock as follows: (i) by a cash payment to us at a cash exercise price equal to $0.20 per share, or (ii) by notice of election to exercise the warrant in a cashless exercise to obtain a number of shares of our Common Stock computed using the following formula: X = Y(A-B)/A; where X = the number of shares of Common Stock to be issued to the holder, Y = the number of shares of Common Stock purchasable under the warrant, A = the fair market value of one share of Common Stock on the date of determination, and B = the per share exercise price of $0.20.

For the years ended November 30, ~~2021,~~2022 and ~~2020,~~2021, none of the members of our Board of Directors received compensation for his or her service as a director. ~~We do not currently have an established policy to provide compensation to members of our Board of Directors for their services in that capacity.~~

We do not currently have a stock option or ~~grant plan.~~equity plan for the benefit of key employees, members of the Board of Directors, and key service providers.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of ~~December 30, 2021,~~March 3, 2023, certain information with respect to our equity securities owned of record or beneficially by (i) each ~~Officer~~of our Officers and ~~Director;~~Directors; (ii) each person who owns beneficially more than 5% of each class of our outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

The issuer is not aware of any person who owns of record, or is known to own beneficially, five percent or more of ~~our~~the outstanding securities of any class of the issuer, other than as set forth above. There are no classes of stock other than ~~as set forth above.~~common stock issued or outstanding.

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

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

Pursuant to the terms of the Notes, the holders of the Notes have the right, at their option, at any time, to convert the principal amount of the Notes, and any accrued interest, into our common stock at a conversion of $0.07 per share. However, each holder of a Note will not have the right to convert any portion of his Note if the holder (together with his affiliates) would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the conversion, as such a percentage ownership is determined in accordance with the terms of the Note. Each holder has the right to waive the foregoing conversion limitations, in whole or in part, upon and effective after 61 days prior written notice to us.

~~Each Warrant is exercisable in whole or in part, at any time or from time to time, before December 31, 2022. Each~~ Warrant may only be exercised with respect to the then-vested shares of our common stock underlying each Warrant. Each Warrant vests with respect to five (5) shares of our common for each dollar advanced to us under the Note issued with each Warrant. The holder of a Warrant may not exercise the Warrant if at the time of such exercise the amount of our common stock issued for the exercise, when added to other shares of our common stock owned by such holder or which can be acquired by such holder upon exercise or conversion of any other instrument, would cause the holder to own more than 4.99% of our outstanding common stock. Each holder has the right to waive this exercise limitation, in whole or in part, upon and effective after 61 days prior written notice to us.

On May 31, 2019, we entered into a Stock Purchase Agreement with William McLeod, our Chief Executive Officer and a Director, pursuant to which we issued to Mr. McLeod a total of 280,000 shares of Series A Convertible Preferred Stock, at a per-share purchase price of $0.25 per share, for a total of $70,000.

The holders of shares of Series A Convertible Preferred Stock are entitled to receive dividends equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of Common Stock when, as, and if such dividends are paid on shares of Common Stock. Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder thereof, at any time after the issuance of such share, into one share of our Common Stock. In addition, each share of Series A Convertible Preferred Stock will automatically convert into one share of our Common Stock upon completion of certain corporation transactions, including a reorganization, merger, sale of substantially all of our assets, or the disposition of more than 50% of our voting power. Each share of Series A Convertible Preferred Stock is entitled to the number of votes to which the holders thereof would be entitled if they converted their shares of Series A Convertible Preferred Stock at the time of voting. As long as shares of Series A Convertible Preferred Stock are outstanding, we cannot (i) directly or indirectly, enter into, create, incur or assume any new indebtedness for borrowed money, or (ii) incur any liens on our assets, without the vote or written consent of the holders of at least a majority of the then outstanding shares of the Series A Convertible Preferred Stock. With respect to the distribution of assets upon the liquidation, dissolution or winding up of the Company, the Series A Convertible Preferred Stock ranks senior to the Common Stock and subsequent series of preferred stock that may be issued by us in the future.

On October 9, 2020, we entered into Stock Repurchase Agreements with three shareholders, pursuant to which we agreed to repurchase from such shareholders a total of 640,000 shares of Series A Convertible Preferred Stock, at a per-share purchase price of $0.1875 per share, for a total of $120,000. One of these shareholders was William McLeod, our Chief Executive Officer, from whom we repurchased a total of 280,000 shares of Series A Convertible Preferred Stock in exchange for $52,500.

On August 20, 2019, we issued Common Stock Purchase Warrants to the following officers and directors: Alex Aliksanyan, our Chief Executive Officer and a Director, was issued warrants to purchase up to 420,000 shares of our Common Stock. Thomas Grbelja, our Treasurer, Secretary and a Director, was issued warrants to purchase up to 230,000 shares of our Common Stock. William McLeod, our President, and a Director, ~~was issued warrants to purchase up to 150,000 shares~~does not have a written employment agreement. He received a salary of ~~our Common Stock.~~$35,000 in 2021, $60,000 in 2022 through September, and $300,000 starting in October 2022.

On August 17, 2018, we issued an aggregate of $75,000 in Convertible Promissory Notes (the “Notes”) to six investors, including Alex Aliksanyan, our Chief Executive Officer and a director, Thomas M. Grbelja,Lynn B. Barney, our Chief Financial Officer, Secretary, and a ~~director,~~Director, does not have a written employment or contractor agreement and ~~William McLeod, President and~~receives no compensation.

In connection with the acquisition of Renewable Innovations, Inc., a ~~director. The Notes bear interest at the rate of 2.5% per annum and mature~~Delaware corporation, on ~~February 28, 2021. Pursuant~~December 1, 2022, we issued to the ~~terms~~shareholders of ~~the Notes, the holders~~Renewable Innovations an aggregate of the Notes have the right, at their option, at any time, to convert the principal amount of the Notes, and any accrued interest, into our common stock at a conversion price of $0.12 per share. However, each holder of a Note will not have the right to convert any portion of his Note if the holder (together with his affiliates) would beneficially own in excess of 4.99% of the number of2,155,684 shares of our ~~common stock outstanding~~Series A Convertible Preferred Stock, par value $0.0001 per share, each share of which is convertible into 100 shares of our Common Stock, which represents a 93% ownership interest based on our fully-diluted capitalization immediately ~~after giving effect to~~following the ~~conversion, as such percentage ownership is determined in accordance with the terms~~Merger. 1,205,240.50 of the ~~Note. Each Holder has~~preferred shares were issued to Robert L. Mount, and 715,831.89 of the ~~right~~preferred shares were issued to ~~waive~~Lynn Barney. As a result of the foregoing ~~conversion limitation, in whole or in part, upon and effective after 61 days prior written notice~~transactions, we underwent a change of control on December 1, 2022. The issuances were exempt from registration pursuant to ~~us. These promissory notes were repaid in total on April 29, 2020 for $67,500.~~Section 4(a)(2) of the Securities Act of 1933.

~~Employment Agreements~~Other than as set forth above, none of our officers and directors is a director of any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

~~On August 17, 2018,~~For purposes of determining director independence, we ~~entered into employment agreements with Alex Aliksanyan, our former Chief~~have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTC marketplace on which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer ~~and~~or employee of the company or any other individual having a ~~current director, and Thomas M. Grbelja, our Chief Financial Officer, Secretary and~~relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

~~Pursuant~~ According to the employment agreement with Alex Aliksanyan (the “Aliksanyan Employment Agreement”), Mr. Aliksanyan agreed to serve as our Chief Executive Officer, and we agreed to pay Mr. Aliksanyan an annual base salary of $120,000 per year. ~~The initial term of the~~ ~~Aliksanyan Employment Agreement~~ ~~is 12 months and may be extended by mutual agreement between us and Mr.~~ ~~Aliksanyan. On or about August 28, 2018, we entered into an oral agreement with Mr. Aliksanyan, as memorialized by a First Amendment to Employment Agreement dated September 25, 2018, pursuant to which~~ ~~Mr.~~ Aliksanyan agreed to continue receiving his 2017 annual salary of $36,000 per year in exchange for continued employment and our agreement to adopt an employee stock option plan or similar plan for compensating, incentivizing, retaining and attracting employees prior to June 30, 2019, from which ~~Mr.~~ ~~Aliksanyan would be eligible to receive equity securities from time to time in the discretion~~NASDAQ definition, none of our board of directors. On April 17, 2020, we terminated the employment of Alex Aliksanyan as our Chief Executive Officer, effective as of April 20, 2020. On April 20, 2020, we and Mr. Aliksanyan entered into that certain Separation and Release of Claims Agreement, dated April 20, 2020, whereby Mr. Aliksanyan terminated his Employment Agreement, dated August 17, 2018, as amended, and provided a release of claims to us in exchange for a lump sum payment equal to $1,500, representing one month of his base salary.

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

Thomas M. Grbelja, our Chief Financial Officer, Secretary and a director, currently provides us with office space located at 201 W. Passaic St #301, Rochelle Park, NJ 07662. We do not currently pay Mr. Grbelja rent for our principal executive offices.

~~The aggregate fees billed~~Assurance Dimensions was our independent registered public accounting firm for the years ended November 30, ~~2021,~~2022 and ~~2020~~2021.

The following table presents fees for professional services rendered by ~~the principal accountant~~our independent registered public accounting firm for the audit of our annual financial statements and review of the financial statements included in our Form 10-K or 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $25,500 for 2021 and $27,000 for 2020.

~~There were no fees billed for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under “Audit Fees”~~ for the ~~fiscal~~ years ended November 30, ~~2021~~2022 and ~~2020.~~2021.

~~For the fiscal years ended November 30, 2021, and 2020, our principal accountants did not render any services for tax compliance, tax advice, and tax planning work.~~

Of the fees described above for the years ended November 30, ~~2021,~~2022 and ~~2020,~~2021, all were approved by the entire Board of Directors.

We have audited the accompanying balance sheets of Renewable Innovations, Inc. (the Company) as of November 30, 2022 and 2021, and the related statements of operations, stockholders’ 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 November 30, 2022 and 2021, and the results of its operations and its cash flows for years ended November 30, 2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had a net loss of $944,938 for the year ended November 30, 2022, and accumulated deficit of $2,123,966 and negative working capital of $299,092 as of November 30, 2022. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

As discussed in Note 2 to the financial statements, revenues from the sale and installation of power systems are recognized when control has passed to the customer. The customer is considered to have control of the asset when the customer accepts the power system, or when they otherwise direct its use. Most of the Company’s contracts to date are to enhance assets controlled by the customer. In these cases, revenue is recognized based on the percentage of completion method. Management uses the percentage of completion input method based on costs. Specifically, percentage of completion is the ratio of total costs to date to estimated expected costs related to the project. Some contracts for the sale and installation of power systems were recognized at a point in time due to the nature of when control passed to the customer.

We identified the estimation of expected costs and percentage of completion and recording certain contracts at a point in time as a critical audit matter. Subjective auditor judgment was required to evaluate the assumptions used to develop the percentage of completion and recognizing certain revenue at a point in time.

The primary procedures we performed to address this critical audit matter included the following:

Renewable Innovations, Inc., a Delaware corporation (“we,” “us,” “our,” “Renewable,” or the “Company”), was incorporated in 2019 and commenced operations in 2021.

Renewable’s goal is to accelerate the growth and opportunities within the renewable economy. Our team of industry leaders brings extensive experience and connections across the Renewable, Hydrogen, and Alternative Energy sectors.

Our advanced power integration, applications, and solutions are focused on creating a new Hydrogen-powered energy economy:

Upon formation of the Company, the common shares authorized was 10,000. In May 2021, 2,000 common shares were issued to Robert Mount and Lynn Barney, the Company’s founders. On May 13, 2021, the articles of incorporation were amended to increase the authorized common shares to 1,000,000, in addition to authorizing the preferred stock discussed above. Upon the filing of the amended articles of incorporation, the common shares were subject to a 250-for-1 forward stock split; thus, increasing the common shares outstanding to 500,000 shares.

We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. These assumptions and estimates could have a material effect on our financial statements. Actual results may differ materially from those estimates. We review our estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause us to revise these estimates. Significant accounting estimates reflected in the Company’s financial statements include allowance for doubtful accounts, revenue recognition, deferred revenue, useful lives of property, plant and equipment and fair value of lease liabilities and right of use assets, and inventory obsolescence.

Cash consists of petty cash and checking accounts. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered cash equivalents. There were no cash equivalents as of November 30, 2022 and 2021.

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits.

We manage credit risk associated with our accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) and Accounting Standards Codification Topic 326, Credit Losses (Topic 326), the discussions below on credit risk and our allowances for doubtful accounts address our total revenues from Topic 606 and Topic 326.

Pursuant to Topic 326 for our accounts receivables, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. We perform credit evaluations of customers and establish credit limits based on reviews of our customers’ current credit information and payment histories. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance for doubtful accounts.

All inventory consists of raw materials and is valued at the lower of first-in-first-out cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. Management periodically evaluates inventory for obsolescence and has determined that noinventory is obsolete as of November 30, 2022 and 2021.

Property and equipment are recorded at cost and depreciated using a straight-line method over the estimated useful lives. Ordinary repair and maintenance costs are included in sales, general, and administrative (“SG&A”) expenses on our statements of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net.

The Company’s demonstration units are examples of two of the Company’s products and are taken to trade shows and other venues to showcase the Company’s hydrogen cell technology and products. Construction in progress includes large equipment that will be used in production that have not yet been placed in service because, either installation or training is not complete.

We periodically evaluate the appropriateness of remaining depreciable lives assigned to property and equipment. Leasehold improvements are amortized using the straight-line method over their estimated useful lives or the remaining term of the lease, whichever is shorter. Generally, we assign the following estimated useful lives to these categories:

We determine whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset, and we have the right to control the asset for a period of time in exchange for consideration. Lease arrangements can take several forms. Some arrangements are clearly within the scope of lease accounting, such as real estate contracts that provide an explicit contractual right to use a building for a specified period of time in exchange for consideration. However, the right to use an asset can also be conveyed through arrangements that are not leases in form, such as leases embedded within service and supply contracts. We analyze all arrangements with potential embedded leases to determine if an identified asset is present, if substantive substitution rights are present, and if the arrangement provides the customer control of the asset.

Our lease portfolio is substantially comprised of operating leases related to leases of real estate and improvements. From time to time, we may also lease various types of small equipment and vehicles.

Operating lease right-of-use (“ROU”) assets represent our right to use an individual asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide the lessor’s implicit rate we use the incremental borrowing rate IBR, in determining the present value of lease payments by utilizing a fully collateralized rate for a fully amortizing loan with the same term as the lease.

Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the term. Our leases can include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when such renewal options and/or termination options are reasonably certain of exercise.

A ROU asset is subject to the same impairment guidance as assets categorized as plant, property, and equipment. As such, any impairment loss on ROU assets is presented in the same manner as an impairment loss recognized on other long-lived assets.

A lease modification is a change to the terms and conditions of a contract that change the scope or consideration of a lease. For example, a change to the terms and conditions to the contract that adds or terminates the right to use one or more underlying assets, or extends or shortens the contractual lease term, is a modification. Depending on facts and circumstances, a lease modification may be accounted as either: (1) the original lease plus the lease of a separate asset(s) or (2) a modified lease. A lease will be remeasured if there are changes to the lease contract that do not give rise to a separate lease.

U.S. GGAP requires that long-lived assets held by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. No asset impairments were recorded by the Company for the years ended November 30, 2022 and 2021.

When entering into contracts with our customers, we follow the five steps outlined in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606):

We account for contracts, with our customers, when we have approval and commitment from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of consideration is probable.

Under Topic 606, we recognize revenue when or as we satisfy a performance obligation by transferring a promised good or service to our customer. A good or service is considered transferred when the customer obtains control. The standard defines control as an entity’s ability to direct the use of, and obtain substantially all of the remaining benefits from, an asset. We recognize revenue once control has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer:

Revenue Recognition for Sale and/or Install of Power Systems. Revenues from product sales and installation of power systems are recognized when control has passed to the customer. The customer is considered to have control of the asset when the customer accepts the power system, or when they otherwise direct its use. Contracts for power systems generally contain only a single performance obligation. The transaction price of contracts does not contain variable considerations; therefore, the transaction price is designated completely to the single performance obligation of the contract. We generally manufacture the power systems that we sell to our customers. The Company generally ships and installs, where appropriate, the power system equipment to the customer, though some customers take control of assets before shipping occurs.

Most of our contracts to date are to enhance assets controlled by the customer. In these cases, revenue is recognized based on the percentage of completion method, as described below. Payment terms for these contracts generally match the payment terms for assets not controlled by the customer.

For contracts where revenue is recognized over time, management uses the percentage of completion input method based on costs. Specifically, percentage of completion is the ratio of total costs to date to estimated expected costs related to the project.

Some contracts to date do not qualify for revenue recognition over time because Management has determined that though the assets which the Company creates are customized to the specifications required by the customer, the assets have alternative use because the Company could theoretically find a new purchaser for the product with minimal modifications to the assets. Therefore, the Company has earned revenue for the sale and/or installation of power systems both over time as the performance obligations is satisfied, and at the point in time in which the performance obligation is satisfied.

The Company has not had experience with returns to date. Additionally, the customer is generally involved in the customization and selection of specifications for the contracted goods and services. Therefore, management considers returns as they arise.

The Company provides explicit warranties on products, in that it provides assurance that the related product will function as the parties intended. These warranties are not separately purchasable. Warranties do not constitute a separate performance obligation.

Revenue Recognition for the Design and Testing of Power Systems. Contracts for the services design and testing of power systems are generally considered a single performance obligation. This performance obligation is generally considered satisfied when we provide the design or the final report of the tests to the customer at a point in time. Payment for these contracts is generally due when the report is delivered.

Significant Judgments. Significant judgment is used when estimating expected costs for a project. Management uses prior experience from similar performance obligations to inform future cost estimates. However, as the Company is still young, and many of these performance obligations are highly customized, these estimates still require significant management judgment. Similarly, the allocation of actual labor costs to each open project at period end requires significant judgment. Records that track labor hours to specific performance obligations did not exist for fiscal years 2021 and 2022. Management used their judgment to assign actual labor expenses to uncomplete projects as of the end of each year.

Freight Costs. The Company records record both the freight billed to its customers and the related freight costs as cost of sales when the underlying product revenue is recognized. For freight not billed to its customers, the Company records record the freight costs as cost of sales. The Company considers shipping to be a fulfillment activity and not a separate performance obligation.

Costs to Obtain or Fulfill a Contract. The Company does not currently employ salespeople, therefore sales commissions are not capitalized nor amortized over the life of the relationship with customers. However, the Company does possess multiple demo trailers, and the costs of constructing these demo trailers have been capitalized and are amortized over their expected useful life.

Disaggregated Revenue. Management considers the information that may be garnered by disaggregating revenue in the following manner to be informative:

Reconciliation of Contract Balances. During the years ended November 30, 2022 and 2021 large contracts with two major customers were signed. These contracts were not completed during the years, but partial payments were collected in the sum of $4,208,364 and $1,363,050, respectively. Additionally, as of November 30, 2022 and 2021, the Company had $222,395 and $15,000, respectively of contract assets included in accounts receivable for revenues earned, but not yet invoiced.

The following table provides a summary of the changes included in deferred revenue during the years ended November 30, 2022 and 2021:

Remaining Performance Obligations. For contracts existing as of November 30, 2022, we had approximately $5,200,000 in unsatisfied performance obligations yet to be collected, which are expected to be fully satisfied within 1-2 years.

The expenses that are included in costs of revenue include all raw material and in-house manufacturing costs for the products we manufacture.

The Company expenses marketing and advertising costs as incurred. During the year ended November 30, 2022 and 2021, the Company spent $71,724 and $167,020, respectively, on marketing, trade show and store front expense and advertising, net of co-operative rebates.

During the year ended November 30, 2022, the Company issued preferred stock and recognized a settlement expense of $983,500 to one of the Company founders as part of a settlement agreement with a third-party. In connection with the legal settlement, the Company also recognized a gain of $20,450 related to a previous sublease arrangement.

The Company maintains its cash accounts at a commercial bank located in United States. The FDIC insures $250,000 per bank for the total of all depository accounts. As of November 30, 2022 and 2021, the Company had approximately $1,010,000 and $115,000, respectively, in excess of the FDIC insured amount. The Company performs ongoing evaluation of its financial institutions to limit its concentration of risk exposure. Management believes this risk is not significant due to the financial strength of the financial institution utilized by the Company.

For the year ended November 30, 2022, two vendors accounted for 29% of purchases. For the year ended November 30, 2021, one vendor accounted for 15% of purchases.

For the years ended November 30, 2022 and 2021, two customers accounted for 99.3% and 96%, respectively, of the Company’s revenues.

Two customers represented 100% of the balance of accounts receivable as of November 30, 2022, and one customer represented 100% of the accounts receivable balance as of November 30, 2021.

The Company accounts for stock grants that are issued to non-employees based on the estimated fair value of goods or services provided to the Company.

We account for our income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse.

We also follow the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.

Our income is subject to taxation in the United States. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. The Company establishes reserves for income tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when we believe positions do not meet the more-likely-than-not recognition threshold. We adjust uncertain tax liabilities in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of uncertain tax liabilities and changes in liabilities that are considered appropriate.

Currently, 2019, 2020, and 2021 tax years are open and subject to examination by the taxing authorities. However, the Company is not currently under audit nor has the Company been contacted by any of the taxing authorities.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02 – Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective December 1, 2022, for the Company, with early implementation allowed. The Company elected to adopt ASU 2016-02 effective December 1, 2020. The adoption of ASU 2016-02 required the Company to record lease assets and liabilities on the balance sheet and also disclose key information about the Company’s leasing arrangement.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective December 31, 2021, applied on the full retrospective basis. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine effects, if any on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

The accompanying financial statements have been prepared assuming that we will continue as a going concern. As of November 30, 2022, the Company had an accumulated deficit of $2,123,966, and a net loss of $944,938 for the year then ended. These facts and others raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of this filing. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management’s plan of operations includes, but is not limited to, the following:

Accounts receivable as of November 30, 2022 and 2021 are made up of trade receivables due from customers in the ordinary course of business, and contract assets.

Depreciation expense for the years ended November 30, 2022 and 2021 was $446,994 and $85,114, respectively. $88,116 and $57,029 for the years ended November 30, 2022 and 2021, respectively, were reported in cost of sales.

Accounts payable are made up of payables due to vendors in the ordinary course of business. For the year ended November 30, 2022, two vendors accounted for 29% of purchases. For the year ended November 30, 2021, one vendor accounted for 15% of purchases.

As of November 30, 2022 and 2021, there were 100,000 Preferred shares authorized, and 19,148 and 10,355 shares were outstanding, for each year respectively. Each Series A Preferred share is entitled to one vote on matters that only the Holders are entitled to vote upon.

The Preferred stockholders are entitled to receive non-cumulative preferential dividends, when and as declared by the Board of Directors. Dividends accrue at 8% per annum beginning on the original issue date, calculated as simple interest. For the years ended November 30, 2022 and 2021, no declarations have been made (see note 12).

The Preferred stock has a conversion price of eighty percent (80%) of the lowest price per share at which the Corporation’s securities are issued in a Change of Control Transaction or a Qualified Financing. In the event of a Change of Control Transaction that is a reverse merger or IPO, each share of preferred stock shall automatically convert into shares of the Company’s common stock and the price per share shall be equal to the amount payable on a share of Common stock in the Change of Control Transaction or IPO. If no such amount is payable, the fair market value of Common stock, as determined by the Board of Directors.

During the year ended November 30, 2021, the Company issued 9,043 shares of preferred stock to several investors for cash of $2,260,671 and 1,312 shares of preferred stock for contributed equipment.

During the year ended November 30, 2022, the Company issued 4,860 shares of preferred stock to several investors for $1,215,000 and 3,933 preferred shares valued at the per share sales price of $250 for a total of $983,500 to one of the Company’s founders, who is also an employee, as part of a settlement agreement.

As of November 30, 2022 and 2021, there were 1,000,000 Common shares authorized and 500,000 shares issued and outstanding, respectively.

Upon formation of the Company, the common shares authorized was 10,000. In May 2021, 2,000 common shares were issued to Robert Mount and Lynn Barney, the Company’s founders valued at $500. On May 13, 2021, the articles of incorporation were amended to increase the authorized common shares to 1,000,000, in addition to authorizing the preferred stock discussed above. Upon the filing of the amended articles of incorporation, the common shares were subject to a 250-for-1 forward stock split; thus, increasing the common shares outstanding to 500,000shares.

For the years ended November 30, 2022 and 2021, the Company had $100 and $1,254, respectively, of current income tax provision and no deferred income tax provision.

The tax effect of temporary differences that give rise to deferred tax assets and deferred tax liabilities are as follows as of November 30,

Components of net deferred tax assets, including a valuation allowance, are as follows as of November 30:

The valuation allowance for deferred tax assets as of November 30, 2022 and 2021 was $525,388 and $292,160, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Management has recorded a 100% valuation allowance, against its net deferred tax assets, since management believes it is more likely than not that it will not be realized at the date of this statement. The Company will continue to monitor the potential utilization of this asset. Should factors and evidence change to aid in this assessment, a potential adjustment to the valuation allowance in future periods may occur. The Company records any penalties and interest as a component of operating expenses.

The reconciliation between statutory rate and effective rate is as follows as of November 30,

The Company reported no uncertain tax liability as of November 30, 2022 and expects no significant change to the uncertain tax liability over the next twelve months. The Company’s 2019, 2020, and 2021 federal and state income tax returns are open for examination by the applicable governmental authorities.

As of November 30, 2022, the Company has a net operating loss (NOL) carryforward of approximately $1,334,083. The NOL carryforward does not have an expiration. Under Section 382 of the Internal Revenue Code of 1986, as amended (“IRC Section 382”), a corporation that undergoes an “ownership change” is subject to limitations on its use of pre-change NOL carryforwards to offset future taxable income. Within the meaning of IRC Section 382, an “ownership change” occurs when the aggregate stock ownership of certain stockholders (generally 5% shareholders, applying certain look-through rules and aggregation rules which combine unrelated shareholders that do not individually own 5% or more of the corporation’s stock into one or more “public groups” that may be treated as 5-percent shareholder) increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period (generally three years). In general, the annual use limitation equals the aggregate value of common stock at the time of the ownership change multiplied by a specified tax-exempt interest rate. The Company has not completed a study as to whether there is a 382 limitation on its NOLs that will limit or possibly eliminate the use of its NOLs in the future. Company’s Management has recorded a 100% valuation allowance on the entire NOL as it believes that it is more likely than not that the deferred tax asset associated with the NOLs will not be realized regardless of whether or not an “ownership change” has occurred.

We entered into two lease agreements each beginning June 1, 2021. The first lease agreement was for office space in Lindon, Utah, and was for a term of 24 months. The second lease agreement was for manufacturing space in American Fork, Utah, and was for a term of 86 months. The first two months of the American Fork lease agreement were rent free.

Both lease agreements contain a variable portion that covers Common Area Maintenance fees. These fees represent our proportionate share of the leased square footage relative to the total square footage of the lessor’s property. No other aspect of the lease agreements contains variable fees.

Both leases contain options for extending the leases at the end of the initially stated lease periods. The Lindon lease can be renewed for one-year terms at a three percent increase in monthly rent. When we signed this lease, we expected to renew the lease for one complete year, and thus treated the lease as a two-year lease. The American Fork lease also contains options to renew the lease, but since the lease was initially for such a long period, we could not determine that it was reasonably certain that we would renew the lease, so we treated this lease as an 86-month lease.

As these leases do not provide the implicit rate, we use an estimated incremental borrowing rate (IBR). To estimate the IBR, we used the risk-free rate of the US treasury rate, plus a premium for credit risk.

During the year ended November 30, 2022 we cancelled our lease for office space in Lindon Utah early, with no material gain or loss, and entered into a new lease agreement with the same lessor for different, larger office space, and for longer terms. Specifically, the new Lindon lease is for 72 months, and more square footage. This lease also contains options for extending the terms of the lease, but as we could not determine whether it was reasonably certain that we would extend the lease, we treated this lease as a 72-month lease.

As of November 30, 2022, our operating leases had a weighted average remaining lease term of 68.85 months and a weighted average discount rate of 5.9%. As of November 30, 2021, our operating leases had a weighted average lease term of 78.33 months and weighted average discount rate of 3.28%.

The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Balance Sheet as of November 30, 2022:

We entered into sublease agreements for the manufacturing property in American Fork for fiscal years 2021 and 2022. We subleased 30,000 square feet in 2021 for a total of $207,538 in sublease income, and 10,000 square feet in 2022 for a total of $84,900 in sublease income. In connection with the sublease, the tenants were required to provide lease deposits of $34,000 and $0 for the years ended November 30, 2021 and 2022 respectively.

In May 2021, the Company issued 2,000 shares of common stock, valued at $500, to the founders of the Company, which was subsequently subject to a 250-to-1 forward stock split.

The Company issued 1,312 shares of preferred stock, valued at $250 per share, to one of the founders of the Company, who is also an employee, in exchange for contributed equipment in the amount of $328,000 during the year ended November 31, 2021.

During the year ended November 30, 2022, the Company issued 3,933 shares of preferred stock, valued at $250 per share, to a founder and employee as part of a legal settlement agreement with a third party.

On December 1, 2022, pursuant to an Agreement and Plan of Merger, dated as of December 1, 2022, by and among Nestbuilder.com Corp., NB Merger Corp., a Delaware corporation and a direct, wholly owned subsidiary of Nestbuilder (“Nestbuilder”), Renewable Innovations, Inc., a Delaware corporation, Lynn Barney, as the representative of the Company’s securityholders, and Alex Aliksanyan, as Nestbuilder representative, Nestbuilder acquired the Company through the merger of NB Merger Corp. with and into the Company (the “Merger”), with the Company continuing as the surviving wholly owned subsidiary of Nestbuilder.

Immediately prior to the Merger, there were 6,090,580 shares of Nestbuilder Common Stock issued and outstanding and warrants outstanding to acquire up to an aggregate of 10,135,000 shares of Nestbuilder Common Stock. As a result of the Merger, Nestbuilder issued to the shareholders of the Company an aggregate of 2,155,684 shares of Nestbuilder Series A Convertible Preferred Stock, each share of which is convertible into 100 shares of Nestbuilder Common Stock and votes on an as converted basis. Subsequent to the Merger, the shareholders of the Company held 97% voting control of the combined entity. As a result of the foregoing transactions, Nestbuilder underwent a change of control on December 1, 2022, which will be accounted for as a reverse merger and recapitalization of the Company.

Also immediately prior to the Merger, the Company declared and issued a preferred stock dividend of $282,145.

In connection with the Merger, Nestbuilder changed its name to Renewable Innovations, Inc.

In accordance with ASC 855, “Subsequent Events”, the Company has evaluated all subsequent events through the date of this filing. No other significant events have occurred besides the events disclosed in the Notes to the Financial Statements.

We do not have any financial statement schedules required to be supplied under this Item.


	~~(2)~~	~~Incorporated by reference from Amendment No. 1 to our registration statement on Form 10/A, filed with the Commission on February 20, 2018.~~

	~~(3)~~	~~Incorporated by reference from Amendment No. 5 to our registration statement on Form 10/A, filed with the Commission on July 23, 2018.~~

	~~(4)~~	~~Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on June 3, 2019.~~

	~~(5)~~	~~Incorporated by reference from our Current report on Form 8-K, filed with the Commission on December 14, 2020.~~38

(c) Management’s Discussion and Analysis of Financial Condition and Results of Operations for Renewable Innovations, Inc. for the years ended November 30, 2022 and 2021.

* Furnished herewithEnclosed in Item 15 of this Annual Report on Form 10-K are the audited financial statements of Renewable Innovations, Inc., a Delaware corporation, for the years ended November 30, 2022 and 2021. This section discusses this business of Renewable Innovations, Inc. For a discussion of our historical business of Nestbuilder.com Corp, see the Mangement’s Discussion and Analysis of Financial Condition and Results of Operations for Nestbuilder.com Corp in Item 7.

We were incorporated on June 28, 2019 and commenced operations in 2021. We had sales of $370,341 in the year ended November 30, 2021, and $3,468,587 in the year ended November 30, 2022.

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

As a result of our financial condition, we have received a report from our independent registered public accounting firm for our financial statements for the years ended November 30, 2022 and 2021 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. From inception (June 28, 2019) through November 30, 2022, we have an accumulated deficit of $2,123,966 and for the year ended November 30, 2022, we had a net loss of $944,838. In order to continue as a going concern we must effectively balance many factors and generate more revenue so that we can fund our operations from our sales and revenues. If we are not able to do this we may not be able to continue as an operating company. At our current revenue and burn rate, we have an immediate cash need, and thus we must raise capital by issuing debt or through the sale of our stock. However, there is no assurance that our existing cash flow will be adequate to satisfy our existing operating expenses and capital requirements.

We had sales of $3,468,587 for the year ended November 30, 2022, compared to $370,341 for the year ended November 30, 2021, an increase of $3,098,246, or 836%. Our cost of sales was $2,578,368 for the year ended November 30, 2022, compared to $339,629 for the year ended November 30, 2021, an increase of $2,238,739, or 659%.

Our sales, operating expenses, and net operating loss for the years ended November 30, 2022 and 2021 were as follows:

We had sales of $3,468,587 for the year ended November 30, 2022, compared to $370,341 for the year ended November 30, 2021, an increase of $3,098,246, or 836%. Of our sales for the year ended November 30, 2022, $3,439,914, or 99% of sales, was from the sales of products, with the remainder from sales of services.

Two customers accounted for 99% of our sales for the year ended November 30, 2022. These contracts were not completed during the year, but partial payments were collected.

Our cost of sales was $2,578,368 for the year ended November 30, 2022, compared to $339,629 for the year ended November 30, 2021, an increase of $2,238,739, or 659%. Our costs of sales includes raw materials and in-house manufacturing costs for the products we manufacture.

Sales, general and administrative expense was $598,029 for the year ended November 30, 2022, compared to $1,387,939 for the year ended November 30, 2021, a decrease of $789,910, or 56%. In the year ended November 30, 2022, our sales, general and administrative expense consisted primarily of payroll of $149,310, legal fees of $97,566, and rent of $95,305. In the year ended November 30, 2021, our sales, general and administrative expense consisted primarily of rent of $589,951, payroll of $226,588, and marketing of $144,783.

Depreciation was $358,878 for the year ended November 30, 2022, compared to $28,085 for the year ended November 30, 2021, an increase of $330,793, or 1,178%. Our depreciation expense increased because of our increased purchases of equipment and placing into use internally developed equipment.

As a result of the items discuss above, our net operating loss was $66,688 for the year ended November 30, 2022, compared to $1,385,312 for the year ended November 30, 2021, a decrease of $1,318,624, or 95%.

Other income (expense) for the year ended November 30, 2022 was ($878,150), compared to $207,538 for the year ended November 30, 2021, a decrease of $1,085,688, or 523%. In the year ended November 30, 2022, our other income (expense) consisted of rental income of $84,900 and gain on settlement of $20,450, offset by settlement expense of $983,500. In the year ended November 30, 2021, our other income (expense) consisted of rental income of $207,538.

Our net loss for the year ended November 30, 2022 was $944,838, compared to $1,177,774 for the year ended November 30, 2021, a decrease of $232,936, or 20%.

During the years ended November 30, 2022 and 2021, we had positive operating cash flows, but significant expenses related to the purchase of property and equipment. We covered our cash flow deficit by selling our preferred stock. Our need to purchase property and equipment in order to fulfill our sales orders will continue in the future, and thus we will continue to face short term and long term cash needs. We anticipate that these needs will be satisfied through the issuance of debt or the sale of our securities until such time as our cash flows from operations will satisfy our cash flow needs.

Our cash, current assets, total assets, current liabilities, and total liabilities as of November 30, 2022 and 2021 are as follows:

Our cash increased by $903,010 as of November 30, 2022 compared to November 30, 2021. Our total current assets also increased by $1,841,628 during the same period, and our total assets increased by $3,327,940 during the same period.

Our total current liabilities increased by $939,085 as of November 30, 2022 compared to November 30, 2021. Our total liabilities increased by $2,074,378 during the same period.

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

Our total cash on hand as of November 30, 2022 was $1,260,199. Our net cash provided by operating activities was $504,755 for the year ended November 30, 2022, but we incurred $816,745 in expenses related to the purchase of property and equipment, for net negative cash flow of $311,990 for the year. We anticipate that our expenses related to the purchase of property and equipment will continue to exceed our net cash provided by operating activities in the future. We anticipate that our short term and medium term cash flow needs will be satisfied through the issuance of debt or the sale of our securities until such time as our cash flows from operations will satisfy our cash flow needs.

Our net cash provided by operating activities was $504,755 and $47,197 for the years ended November 30, 2022 and 2021, respectively, an increase of $457,558. Our net cash provided by operating activities for the year ended November 30, 2022 consisted primarily of our net loss of $944,838, plus prepaid expenses and other current assets of $565,189, right of use asset and lease liability, net of $448,366, a decrease in accounts receivable of $289,062, and a decrease in inventories of $91,867, offset by deferred revenue of $768,450, stock based settlement expense of $983,500, depreciation and amortization of $446,994, and lease amortization of $487,082. Our net cash provided by operating activities for the year ended November 30, 2021 consisted primarily of our net loss of $1,177,774, plus a decrease in inventories of $418,451 and right of use asset and lease liability, net of $163,161, offset by deferred revenue of $1,007,709, an increase in accounts payable of $468,487, and lease amortization of $236,109.

Our net cash used in investing activities was $816,745 and $1,950,679 for the years ended November 30, 2022 and 2021, respectively, a decrease of $1,133,934. In both years, the amount was entirely from the purchase of property and equipment.

Our net cash provided by financing activities was $1,215,000 and $2,260,671 for the years ended November 30, 2022 and 2021, respectively, a decrease of $1,045,671. In both years, the amount was entirely proceeds from the sale of preferred stock.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in our consolidated financial statements and related notes. Our significant accounting policies are described in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended November 30, 2022. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and such differences may be material.

Management considers the following policies critical because they are both important to the portrayal of our financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters.

The preparation of financial statements in conformity with accounting principles generally accepted 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Our management has considered all recent accounting pronouncements issued since the last audit of our financial statements. Our management believes that these recent pronouncements will not have a material effect on our financial statements.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

			PART I

ITEM 1 –	BUSINESS	31
ITEM 1A –	RISK FACTORS	94
ITEM 1B –	UNRESOLVED STAFF COMMENTS	2121
ITEM 2 –	PROPERTIES	21
ITEM 3 –	LEGAL PROCEEDINGS	21
ITEM 4 –	MINE SAFETY DISCLOSURES	21

			PART II

ITEM 5 –	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	22
ITEM 6 –	~~SELECTED FINANCIAL DATA~~RESERVED	2223
ITEM 7 –	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2324
ITEM 7A –	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2627
ITEM 8 –	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	27
ITEM 9 –	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	28
ITEM 9A –	CONTROLS AND PROCEDURES	28
ITEM 9B –	OTHER INFORMATION	30
ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	30

			PART III

ITEM 10 –	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	31
ITEM 11 –	EXECUTIVE COMPENSATION	33
ITEM 12 –	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	35
ITEM 13 –	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	36
ITEM 14 –	PRINCIPAL ACCOUNTING FEES AND SERVICES	3836

			PART IV

ITEM 15 –	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	37
ITEM 16	39FORM 10-K SUMMARY	44

	○	President Biden signed the Inflation Reduction Act into law, which includes nearly $400 billion in energy and climate spending. A significant bulk of that will go toward clean hydrogen production;

	○	The Bipartisan Infrastructure Law includes $9.5 Billion in clean hydrogen initiatives;

Fiscal Year Ended
November 30,		Transaction Prices
	Period	High		Low
2023	First Quarter	$	3.72	$	0.05

2022	Fourth Quarter	$	0.06	$	0.03
	Third Quarter	$	0.07	$	0.05
	Second Quarter	$	0.17	$	0.04
	First Quarter	$	0.26	$	0.03

2021	Fourth Quarter (starting November 17, 2021)	$	0.37	$	0.01

Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		-0-		-0-		-0-
Equity compensation plans not approved by security holders		1,192,500	$	0.20		-0-
Total		-0-		-0-		-0-

	Fiscal Year Ended							Fiscal Year Ended
	November 30,							November 30,
Expense	2021		2020		Increase/(Decrease)				2022		2021		Increase/(Decrease)
Professional fees	$	56,463	$	44,615	$	11,848		$	116,628	$	56,463	$	60,165
Insurance		250		2,477		(2,227	)
Dues & subscriptions		2,992		2,928		64
Miscellaneous		5,063		3,986		1,077

Office and other miscellaneous									17,160		4,835		12,325

Total	$	64,768	$	54,006	$	10,762		$	133,788	$	61,298	$	72,490

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

	●	we believe any power source made with hydrogen will be infinitely more energy-dense than a power source made with something else; and

	●	the politics have changed:

	●	hydrogen is now produced cost-effectively from renewable energy sources like solar and wind instead of natural gas. Economies of scale and advanced tech have led hydrogen fuel cell costs to drop 60% over the past decade. Deloitte expects those costs to drop below electric battery and combustion engine costs in just a few years.

	●	the technology has changed. Technological breakthroughs and falling renewable energy expenses have led to a new era of scalable “Green Hydrogen” production.

	●	expanding our existing customers and expanding to new markets;
	●	ensuring manufacture, delivery and installation of our products;
	●	implementing and improving additional and existing administrative, financial and operations systems, procedures and controls;
	●	hiring additional employees;
	●	expanding and upgrading our technological capabilities;
	●	managing relationships with our customers and suppliers and strategic partnerships with other third parties;
	●	maintaining adequate liquidity and financial resources; and
	●	continuing to increase our revenues from operations.

	●	difficulty in integrating the technologies, products, operations and existing contracts of a target company and realizing the anticipated benefits of the combined businesses;
	●	mistaken assumptions about volumes or the timing of those volumes, revenues or costs, including synergies;
	●	negative perception of the acquisition by customers, financial markets or investors;
	●	difficulty in supporting and transitioning customers, if any, of the target company;
	●	inability to achieve anticipated synergies or increase the revenue and profit of the acquired business;
	●	the assumption of unknown liabilities;
	●	exposure to potential lawsuits;
	●	limitations on rights to indemnity from the seller;
	●	the diversion of management’s and employees’ attention from other business concerns;
	●	unforeseen difficulties operating in new geographic areas;
	●	customer or key employee losses at the acquired businesses;
	●	the price we pay or other resources that we devote may exceed the value we realize; or\
	●	the value we could have realized if we had allocated the purchase price or other resources to another opportunity and inability to generate sufficient revenue to offset acquisition costs.

	●	variations in our operating results and market conditions specific to technology companies;
	●	changes in financial estimates or recommendations by securities analysts;
	●	announcements of innovations or new products or services by us or our competitors;

	●	the emergence of new competitors;
	●	operating and market price performance of other companies that investors deem comparable;
	●	changes in our board or management;
	●	sales or purchases of our common stock by insiders;
	●	commencement of, or involvement in, litigation;
	●	changes in governmental regulations; and
	●	general economic conditions and slow or negative growth of related markets.

	●	manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
	●	boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;
	●	excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and,
	●	the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

Nestbuilder.com Corp

Report of Independent Registered Public Accounting FirmPCAOB # 5036	F-1

Balance Sheets as of November 30, ~~2021~~2022 and ~~2020~~2021	F-2

~~Statements~~Statement of Operations for the ~~Years Ended~~years ended November 30, ~~2021~~2022 and ~~2020~~2021	F-3

~~Statements~~Statement of Stockholders’ ~~Equity (Deficit)~~Deficit for the ~~Years Ended~~years ended November 30, ~~2021~~2022 and ~~2020~~2021	F-4

~~Statements~~Statement of Cash Flows for the ~~Years Ended~~years ended November 30, ~~2021~~2022 and ~~2020~~2021	F-5

Notes to Financial Statements	F-6 to F-18

/s/ ~~Assurance Dimensions~~
Assurance Dimensions

We have served as the Company’s auditor since 2018.
Margate, Florida
~~December 30, 2021~~March 8, 2023

	November 30, 2021			November 30, 2020

Assets
Current Assets
Cash	$	19,622		$	4,124
Total current assets		19,622			4,124

Total assets	$	19,622		$	4,124

Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable and accrued expenses	$	102,000		$	110,000
Paycheck protection SBA loan		15,077			15,080
Convertible promissory notes payable and accrued interest		50,571			-
Total current liabilities		167,648			125,080

Total liabilities		167,648			125,080

Commitments and Contingencies (Note 8)		-			-

Stockholders’ Equity (Deficit)
Convertible Series A Preferred stock, $0.0001 par value 25,000,000 shares authorized; 0 shares issued and outstanding on November 30, 2021, and November 30, 2020.		-			-
Common stock, $0.0001 par value; 250,000,000 shares authorized; 1,673,237 shares issued and outstanding at November 30, 2021 and November 30, 2020.		167			167
Additional paid-in-capital		587,869			587,869
Treasury stock, at cost (640,000 shares)		(120,000	)		(120,000	)
Accumulated (deficit)		(616,062	)		(588,992	)
Total stockholders’ equity (deficit)		(148,026	)		(120,956	)

Total liabilities and stockholders’ equity (deficit)	$	19,622		$	4,124

	November 30, 2022			November 30, 2021

Assets
Current Assets
Cash	$	2,571		$	19,622
Accounts receivable and contract assets, net of allowance of $7,500 and $0
Inventories
Prepaid expenses
Total current assets		2,571			19,622

Property and equipment, net
Deposits
Right of use asset
Total assets	$	2,571		$	19,622

Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable and accrued expenses	$	111,499		$	102,000
Paycheck protection SBA loan		-			15,077
Convertible promissory notes payable and accrued interest- related party		-			22,522
Convertible promissory notes payable and accrued interest		-			28,049
Accounts payable
Accrued payroll liabilities
Other current liabilities
Deferred revenue – customer deposits
Lease liability - current portion
Total current liabilities		111,499			167,648

Noncurrent liabilities
Lease liability, net of current portion
Total liabilities		111,499			167,648

Commitments and Contingencies (Note 8)		-			-

Stockholders’ Equity (Deficit)
Convertible Series A Preferred stock, $0.0001 par value 25,000,000 shares authorized; zero shares issued and outstanding on November 30, 2022, and November 30, 2021.		-			-
Common stock, $0.0001 par value; 250,000,000 shares authorized; 6,090,580 shares issued and outstanding at November 30, 2022 and 1,673,237 at November 30, 2021.		608			167
Additional paid-in-capital		1,544,257			587,869
Treasury stock, at cost (640,000 shares)		(120,000	)		(120,000	)
Accumulated (deficit)		(1,533,793	)		(616,062	)
Total stockholders’ (deficit)		(108,928	)		(148,026	)

Total liabilities and stockholders’ equity	$	2,571		$	19,622

	2021			2020
	For the years ended
	November 30,
	2021			2020

Revenues
Real estate media revenue	$	61,050		$	73,374

Cost of revenues		16,942			39,587

Gross profit		44,108			33,787

Operating expenses
Salaries and benefits		18,946			42,273
Selling and promotions expense		544			17,563
General and administrative		64,768			54,006
Total operating expenses		84,258			113,842

Operating income (loss)		(40,150	)		(80,055	)

Other income (expense)

Gain on forgiveness of paycheck protection program loan #1		13,080			-
Gain on settlement of convertible promissory notes		-			10,438
Total other income (expense)		13,080			10,438

Income (loss) before income taxes		(27,070	)		(69,617	)

Provision for income taxes		-			-

Net (loss)	$	(27,070	)	$	(69,617	)

Weighted average number of shares outstanding – basic and diluted		1,673,237			1,673,237

Basic and diluted net (loss) per common share	$	(0.02	)	$	(0.04	)

	Shares			Par Value			Shares		Par Value		Par Value			Paid-In Capital		Accumulated Deficit			Equity ( Deficit)
	Preferred Stock						Common Stock				Treasury Stock			Additional					Total Stockholders’
	Shares			Par Value			Shares		Par Value		Par Value			Paid-In Capital		Accumulated Deficit			Equity ( Deficit)
Balance, November 30, 2019		640,000			64			1,673,237		167		-		$	587,805	$	(519,375	)	$	68,661

Net loss																	(69,617	)		(69,617	)

Repurchase of Series A convertible preferred shares		(640,000	)		(64	)		-				(120,000	)		64					(120,000	)

Balance, November 30, 2020		-		$	-			1,673,237	$	167	$	(120,000	)	$	587,869	$	(588,992	)	$	(120,956	)

Net Loss					-					-		-			-		(27,070	)		(27,070	)

Balance, November 30, 2021		-		$	-			1,673,237	$	167	$	(120,000	)	$	587,869	$	(616,062	)	$	(148,026	)


		Common Stock				Treasury Stock Par			Additional Paid		Accumulated			Stock Subscription			Total Stockholders'
		Shares		Amount		Value			in Capital		Deficit			Receivable			Deficit
Balance November 30, 2020	-		1,673,237	$	167	$	(120,000	)	$	587,869	$	(588,992	)	$	-		$	(120,956	)
Net operating loss	-		-		-		-			-		(27,070	)		-			(27,070	)
Balance November 30, 2021	-		1,673,237	$	167	$	(120,000	)	$	587,869	$	(616,062	)	$	-		$	(148,026	)
Balance	-		1,673,237	$	167	$	(120,000	)	$	587,869	$	(616,062	)	$	-		$	(148,026	)
Issuance of common stock for cash			1,287,500		129		-			102,871		-			(36,000	)		67,000
Fair value of common stock issued for debt conversion			1,336,838		133		-			143,668		-			-			143,801
Issuance of warrants, vested immediately, with convertible notes			-		-		-			6,275		-			-			6,275
Cash received for stock subscription receivable			-		-		-			-		-			36,000			36,000
Exercise of warrants for cash			418,005		42		-			10,380		-			-			10,422
Vesting of restricted stock			1,375,000		137		-			91,529		-			-			91,666
Stock-based compensation			-		-		-			601,665		-			-			601,665
Net operating loss	-		-		-		-			-		(917,731	)		-			(917,731	)
Balance November 30, 2022	-		6,090,580		608	$	(120,000	)	$	1,544,257	$	(1,533,793	)	$	-		$	(108,928	)
Balance	-		6,090,580		608	$	(120,000	)	$	1,544,257	$	(1,533,793	)	$	-		$	(108,928	)


	November 30, 2021		November 30, 2020		November 30, 2022		November 30, 2021
Shares on issuance of warrants as share-based compensation		1,428,005		1,192,500		10,135,000		1,428,005
Shares on convertible promissory notes		722,443		-		-		722,443
Shares on unvested restricted stock						802,083		-
Anti-dilutive securities		2,150,448		1,192,500		10,937,083		2,150,448


	Estimated Life (in years)		November 30, 2021			November 30, 2020			Estimated Life (in years)		November 30, 2022			November 30, 2021

Office equipment		3	$	82,719		$	82,719			3	$	82,719		$	82,719
Machinery and equipment
Leasehold improvements
Demonstration units
Construction in progress
Total property and equipment
Less: accumulated depreciation				(82,719	)		(82,719	)				(82,719	)		(82,719	)
Property and equipment, net			$	-		$	-				$	-		$	-

			Weighted							Weighted
			Average							Average
			Exercise		Intrinsic					Exercise		Intrinsic
	Warrants		Price		Value		Warrants			Price		Value
Outstanding, November 30, 2020		1,192,500	$	0.20	$	0.00
Outstanding, November 30, 2021								1,428,005		$	0.186	$	0.00
Warrants granted and issued		235,505	$	0.10	$	0.00		9,125,000		$	0.92	$	0.00
Warrants exercised		-	$	-	$	0.00		(418,005	)	$	0.25	$	0.00
Warrants exchanged		-	$	-	$	0.00		-		$	-	$	0.00
Outstanding, November 30, 2021		1,428,005	$	0.186	$	0.00
Outstanding, November 30, 2022								10,135,000		$	0.045	$	0.00

Common stock issuable upon exercise of warrants		1,428,005	$	0.186	$	0.00		10,135,000		$	0.045	$	0.00

Warrants Outstanding				Warrants Exercisable
Number Outstanding at	Weighted Average		Weighted Average		Number Exercisable at		Weighted Average
November 30 2021	Remaining Life		Exercise Price		November 30, 2021		Exercise Price
18,005	1.08 Years	$	0.10		18,005	$	0.10
137,500	1.33 Years		0.10		137,500		0.10
80,000	1.33 Years		0.10		80,000		0.10
1,192,500	2.97 Years		0.20		1,192,500		0.20
1,428,005	1.88 Years	$	0.186		1,428,005	$	0.186

Warrants Outstanding						Warrants Exercisable
Number Outstanding at		Weighted Average		Weighted Average		Number Exercisable at		Weighted Average
November 30 2022		Remaining Life		Exercise Price		November 30, 2022		Exercise Price
	1,110,000		1.72 Years	$	0.045		1,110,000	$	0.0450
	9,025,000		4.18 Years		.045		-		0.045
	10,135,000		3.91 Years	$	0.045		1,110,000	$	0.045

Expected volatility	~~100~~		595%
Expected dividends	0		0%
Expected term (in years)	5 years

Risk-free rate	23.01-3%		~~years~~
~~Risk-free rate~~	~~0.14% to~~ ~~0.30~~	%

	●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;

	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Name	Age	Position(s)

~~Alex Aliksanyan~~Robert L. Mount	7167	~~Former~~ Chief Executive Officer, President and Director

~~Thomas M. Grbelja~~Lynn Barney	6375	Chief Financial Officer, Secretary, and Director

●		Fuel Cell & Hydrogen Energy Association (FCHEA), Director
●	~~William McLeod~~Stationary Power Working Group, Chair
●	Government Affairs Committee, Member
●	69Communications and Marketing Committee, Member
●	Center for Hydrogen Safety (CHS), Member
●	H2 Equipment and Component Failure Rates Committee, Member
●	~~President, Chief Executive Officer~~H2 Safety Credential Committee, Member
●	Asia-Pacific Hydrogen Safety Conference, Co-Chair US Hydrogen Roadmap
●	US Hydrogen Roadmap Research, Study Team Member
●	US Hydrogen Roadmap Steering Committee, Member US Department of Energy
●	Hydrogen & Fuel Cell Technical Advisory Committee (HTAC) (Appointment Only by the DOE / Reports to the Secretary of Energy, 2017-2020)

	●	National Renewable Energy Lab - Research Partner in collaboration with Daimler and ~~Director~~Hewlett-Packard Enterprises
	●	Intermountain Western Alternative Fuel Corridor, Member
	●	New Zealand Hydrogen Association, Member

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)

Alex Aliksanyan ⁽¹⁾		2020		19,790		-0-		-0-		-0-		-0-		-0-		-0-		19,790
Director		2021		10,440		-0-		-0-		-0-		-0-		-0-		-0-		10,440

Thomas M. Grbelja ⁽²⁾		2020		18,540		-0-		-0-		-0-		-0-		-0-		-0-		18,540
CFO and Secretary		2021		6,540		-0-		-0-		-0-		-0-		-0-		-0-		6,540

William McLeod ⁽³⁾		2020		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
President		2021		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

~~(1)~~	On October 28, 2017, Mr. Aliksanyan was appointed as our President. As compensation for such services, Mr. Aliksanyan received a salary of $36,000 per year. On August 17, 2018, we entered into an employment agreement with Mr. Aliksanyan, as amended by a First Amendment to Employment Agreement, pursuant to which we pay him a salary of $36,000 per year in exchange for his agreement to serve as our Chief Executive Officer. On April 17, 2020, we terminated the employment of Alex Aliksanyan as our Chief Executive Officer, effective as of April 20, 2020.

~~(2)~~	On October 28, 2017, Mr. Grbelja was appointed as our Treasurer and Secretary. As compensation for such services, Mr. Grbelja received a salary of $24,000 per year. On August 17, 2018, we entered into an employment agreement with Mr. Grbelja, as amended by a First Amendment to Employment Agreement, pursuant to which we pay him a salary of $24,000 per year in exchange for his agreement to serve as our Chief Financial Officer and Secretary, devoting a minimum of 50% of his time and attention to such duties.

~~(3)~~	~~Mr. McLeod was appointed as our President on August 17, 2018. Mr. McLeod does not have a written employment agreement and receives no salary for his services.~~

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other ($)	Total ($)

Robert L. Mount,	2022	106,846	-	-	-	-	-	-	106,846
CEO, Pres	2021	35,077	-	-	-	-	-	-	35,077

Lynn Barney,	2022	-	-	-	-	-	-	-	-
CFO, Sec	2021	-	-	-	-	-	-	-	-

Name and Address	Common Stock Ownership⁽¹⁾		Percentage of Common Stock Ownership⁽²⁾

Alex Aliksanyan ⁽³⁾⁽⁴⁾		-		-

Thomas M. Grbelja ⁽³⁾⁽⁴⁾		7,010		0.42	%

William McLeod ⁽³⁾⁽⁴⁾		843		0.050	%

All Officers and Directors as a Group (2 Persons)		7,853		0.047	%