~~(Former name, former address and former fiscal year, if changed since last report)~~Securities registered pursuant to Section 12(b) of the Act: None

Indicate by checkmark whether the registrant (1) has ~~(1)~~ 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 ☐ ~~Yes~~No ☒ ~~No ☐~~

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

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

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

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 standard provided pursuant to Section 13(a) of the Exchange Act. ☐

~~The aggregate market value~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $2,717,917.Act). Yes ☐ No ☒

As of ~~July 16, 2021,~~August 12, 2022, the issuer had ~~7,000,000~~ 8,400,000shares of its common stock, $0.0001 par value per share, outstanding.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

NOTE 1: DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The terms “we,” “us,” “our,” “registrant,” “Fortium Holdings”, and the “Company” refer to Fortium Holdings Corp. ~~(formerly Banner Energy Services, Corp. “Banner Energy”)), a Nevada corporation.~~

On ~~November 18, 2019, the Company merged with Banner Midstream~~July 25, 2022, we acquired White River Holdings Corp., a Delaware corporation (“~~Banner Midstream”). Banner Midstream had two operating subsidiaries: Pinnacle Frac Transport LLC, a Texas limited liability company (“Pinnacle Frac”~~White River”) from White River’s sole shareholder Ecoark Holdings, Inc. (“Ecoark”), and ~~Capstone Equipment Leasing LLC, a Texas limited liability company (“Capstone”) as of November 18, 2019.~~

~~Entry into Merger Agreement; Creation of Merger Subsidiary; Closing Conditions for Merger~~

~~On September 26, 2019,~~in exchange the Company entered into an Agreement and Plan of Merger (the “Agreement”) by and among the Company, Banner Midstream and MTB Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), relating to a merger (the “Merger”) between Banner Midstream and Merger Sub. The closing of the Merger was conditioned on the satisfaction of certain conditions by the various parties, as discussed in more detail below.issued Ecoark 1,200

~~In anticipation of the Agreement, on September 23, 2019, the Company formed Merger Sub.~~

Pursuant to the Agreement, the Merger Sub was merged with and into Banner Midstream, with Banner Midstream being the surviving entity (the “Surviving Entity”). The outstanding shares of Banner Midstream prior to the Merger were converted into the right to receive shares of the ~~Company, on a one-share-for-one-share basis. The shares of Merger Sub owned by the Company were converted into shares of the Surviving Entity, pursuant to which the Surviving Entity~~newly designated Series A Convertible Preferred Stock (the “Series A”). We expect White River, an oil and gas driller, will be ~~a wholly owned subsidiary of~~our primary operating subsidiary. See Note 13. “Subsequent Events.” Although we expect Ecoark to spin-off the Company. The directors and officers of Banner Midstream prior to the closing of the Merger remained the directors and officers of the Surviving Entity following the closing of the Merger. The Merger with Banner Midstream represents a reverse merger, and in accordance with the reverse merger, Banner Midstream is the accounting acquirer and the historical amounts presented prior to the Merger are those of Banner Midstream. The shareholders of Banner Midstream received shares equal to ~~90%~~ ~~of the outstanding stock of Banner Energy following the Merger.~~

~~The Company amended its Articles of Incorporation (the “Amendment”) to effectuate a~~ ~~1-for-95 reverse stock split~~ ~~of its outstanding shares of~~ common stock ~~(the “Reverse Split”). The Reverse Split became effective November 14, 2019. As~~underlying the Series A as a ~~result of the Reverse Split, all share and per share figures contained in the financial statements have been amended~~dividend to ~~reflect the Reverse Split for the periods presented.~~

Additionally, immediately following the closing of the Merger, the Company and its secured debt holders finalized an agreement whereby the debt holders took possession of the Company’s biotechnology assets and assumed certain other Company obligations in lieu of payment by the Company of the amounts due in the secured debt instruments.Ecoark’s shareholders, White River will remain our subsidiary.

On March 27, 2020, Banner Midstream Corp., the Company’s principal asset, was acquired by Ecoark Holdings, Inc., (“Ecoark”) pursuant a Stock Purchase Agreement, dated March 27, 2020 (the “Banner Purchase Agreement”), between Ecoark and ~~Banner Energy.~~the Company. Pursuant to the Banner Purchase Agreement, Ecoark acquired ~~100%~~100% of the outstanding capital stock of Banner Midstream in consideration for 1,789,041 shares of common stock of Ecoark valued at $2.72 per share and assumed approximately $11,774,000 in short-term and long-term debt of Banner Midstream and its subsidiaries.

As of March 27, 2020, Banner Midstream had four operating subsidiaries: Pinnacle Frac, Capstone, White River Holdings Corp., a Delaware corporation (“White River”); and Shamrock Upstream Energy LLC, a Texas limited liability company (“Shamrock”). White River and Shamrock were both acquired on March 27, 2020 by Banner Midstream for a total of $~~8,000,000, and were then acquired by Ecoark in this transaction.~~

On March 18, 2021, the Company formed Norr LLC (“Norr”), a Nevada limited liability company and wholly-owned subsidiary of the Company, and commenced operations as a sports equipment and apparel manufacturer and retailer. Prior to organization of Norr, the Company’s Chief Executive Officer had explored this business opportunity and commenced preparation of a business plan for the business. On March 23, 2021, the Company engaged the services of two consultants and entered into consulting agreements through Norr pursuant to which each consultant provides services to Norr in exchange for $1,000 per month, payable in cash or, at Norr’s election for a given month or months, options to purchase shares of the Company’s common stock.

On September 9, 2021, the Company formed Elysian, a Colorado corporation and wholly-owned subsidiary. On September 14, 2021, Elysian entered into a Stock Purchase Agreement (“SPA”) with Treehouse Company, Inc. (“Treehouse”), and its sole shareholder Alex Gosselin (the “Seller”) pursuant to which Elysian shall purchase 80% of the capital stock of Treehouse from the Seller for $200,000. Treehouse’s key assets consist of two licenses for commercial cannabis distribution in the State of California. The acquisition of Treehouse will be consummated upon the completion of the terms of the SPA which pertain to the delivery of the $200,000 purchase price to the escrow agent to be held until release upon receipt of the requisite regulatory approval for the transaction. As of June 30, 2022, the acquisition has not closed.

~~Prior~~On December 2, 2021, Elysian, the Company, 7Seeds Inc. (“7Seeds”), and Firebreak Associates, Inc. (“Firebreak”) (collectively, the “Parties”) entered into a joint venture agreement (the “JVA”). Pursuant to the ~~Merger with Banner Midstream,~~JVA, 7Seeds, Firebreak and Elysian agreed to cooperate in the ~~Company was an early-stage life sciences~~opening and ~~technology company pursuing~~operation of cannabis distribution facilities as follows: (i) 7Seeds agreed to provide consulting services to Elysian including identifying locations to open new commercial cannabis businesses, including without limitation dispensaries, delivery stores, and other businesses engaging in cannabis related activities (the “Elysian Stores”), securing proper state and local licensure, planning commercial cannabis business operations at those locations in exchange for the ~~development~~compensation described below, and (ii) Firebreak, as the owner of ~~bio-pharmaceuticals~~certain trademarks and service marks (the “CannaBlue Marks”), agreed to ~~treat autoimmune diseases,~~license the CannaBlue Marks to Elysian for which ~~was known as Mount Tam Biotechnologies, Inc.~~Elysian obtained the option to open the Elysian Stores under the name “CannaBlue” and making use of the CannaBlue Marks. The Elysian Stores will be owned and operated entirely by Elysian or its affiliates.

~~The~~Under the JVA, 7Seeds agreed to provide services to Elysian for a 36-month period commencing on the effective date of the JVA, for which Elysian agreed to compensate 7Seeds as follows: (a) $5,000 per month for the first three months following ~~reflected~~the Effective Date; (b) $10,000 per month beginning in month four and through month twelve; (c) $12,500 per month beginning in month 13 and through month 24; and (d) $15,000 per month beginning in month 25 and through month 36. Additionally, for each Elysian Store for which 7Seeds directly assists in obtaining a cannabis license, 7Seeds will be entitled to receive the following additional compensation: (a) cash payment equal to 6% of that Elysian Store’s gross sales revenues, and (b) $50,000 in shares of the Company’s ~~post-merger corporate structure (State~~common stock. As part of ~~Incorporation):~~the JVA, Elysian granted 7Seeds a limited, non-exclusive, royalty-free, non-transferable, and non-sublicensable, worldwide license during the term of the JVA to all of Elysian’ s intellectual property rights, including all copyrights, patents, trademarks, patent disclosures, and inventions.

~~Mount Tam Biotechnologies, Inc.~~Under the JVA, Firebreak has granted Elysian a license to use the CannaBlue Marks in connection with the Elysian Stores in the license territory, consisting of the United States. The license term is for a period of five years and is automatically renewable for successive one-year terms, unless terminated in accordance with the JVA. In exchange for the license, Elysian agreed to pay Firebreak (a) an annual royalty fee of $5,000 per year; and (b) a fee equal to 6% of that Elysian Store’s gross sales revenues.

In December 2021, Norr entered into a term sheet for an Advisory Agreement with three individual contractors. The Advisory Agreements, were effective upon the signing of the definitive documents on January 24, 2022 and are for a period of five years. If any of the advisors voluntarily or involuntarily terminates his services, his agreement will automatically terminate. All advisors will be paid $1,000 per month for the first eighteen months immediately following execution of the Advisory Agreement. In addition to the cash compensation, the Company shall compensate the advisors who have not terminated their relationship with Norr based on the following events (amounts have been aggregated among the advisors):

The maximum ownership the advisors may collectively receive in Norr is 25%. In addition, the advisors may receive shares of Fortium common stock based on meeting enumerated net operating free cash flow thresholds ranging from $1,000,000 to $5,000,000, ~~formerly TabacaleraYsidron, Inc. (Nevada)~~for a total potential Fortium equity compensation to these advisors of up to $900,000 of shares of Fortium common stock. As a result of Norr generating revenue on January 22, 2022, the aforementioned contractors received a total of 5% of the ownership interests of Norr. Therefore, the Company has recognized a noncontrolling interest of this 5%.

~~Mount Tam Biotechnologies, Inc. (Delaware) - Sold October 2018.~~Simultaneously with the SPA, Elysian and the Seller entered into a Memorandum of Understanding with Treehouse pursuant to which the parties agreed that Elysian will purchase the remaining 20% of the capital stock of Treehouse for an additional $200,000 and enter into a second SPA on substantially similar terms to the SPA in connection therewith, subject to state and local regulatory clearance of the transfer of ownership of the two cannabis licenses owned by Treehouse. The SPA provides that if required state and local regulatory clearance is not obtained, the SPA will terminate, Elysian will return the Treehouse capital stock to the Seller and the Seller will return the $200,000 purchase price to Elysian. In July and August 2022, the Company paid deposit on the $400,000 of $50,000.

The Company is subject to a number of risks, including the need to develop the Elysian, Norr business and/or acquire and successfully operate a new business, and the risk of ~~selling its Ecoark common stock and~~ raising capital through equity and/or debt financings. ~~See Item 1A “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2020 filed February 4, 2021.~~

~~The Company was established in November 2011 under the name TabacaleraYsidron.~~

On July 31, 2020, Mr. Jay Puchir notified the Board of Directors (the “Board”) that he was resigning as the Chairman of the Board and Chief Executive Officer of the Company. On July 31, 2020, the Board appointed Mr. Richard Horgan as the Chief Executive Officer, and as our sole director and Chairman of the Board, effective August 1, 2020.

On January 7, 2021, shareholders of the Company representing approximately ~~57%~~ 57% of the outstanding common shares, acted by written consent in lieu of a meeting to approve an amendment to the Company’s Articles of Incorporation to change the name of the Company to Fortium Holdings Corp. ~~(the “Amendment”).~~ The Financial Industry Regulatory Authority approved the name change on May 18, 2021.

The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB).

All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges.

The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year due to various factors.

The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned ~~subsidiaries, all of which have a year end of December 31.~~subsidiaries. All intercompany accounts, balances and transactions have been eliminated in the consolidation.

The Company has utilized the guidance under ASC 810-10-55-4B, Case A for a Change that has resulted in the recognition of non-controlling interest. On January 22, 2022, Norr commenced generating revenues and this triggered the recognition of ownership interests being allocated to three contractors per their agreements. As a result 5% interest has been allocated to them and the Company now owns 95% of Norr.

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, including goodwill, estimates of discount rates in lease, liabilities to accrue, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates.

Inventory is stated at the lower of cost or market. Inventory cost is determined on a first-in first-out basis. Provisions are made to reduce slow-moving, obsolete, or unusable inventories to their estimated useful.

The Company’s acquisitions are accounted for under the acquisition method of accounting whereby purchase price is allocated to tangible and intangible assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The excess of the fair value of the net assets acquired over the fair value of the consideration conveyed is recorded as a non-operating gain on acquisition. The statements of operations for the periods presented include the results of operations for each of the acquisitions from the date of acquisition.

Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, of ten years for all property and equipment, except leasehold improvements which are depreciated over the term of the lease, which is shorter than the estimated useful life of the improvements. Computer equipment has an estimated useful life of three years. The licenses anticipated to be acquired in the Treehouse acquisition are indefinite, however management will have an estimated useful life of ten years from the date of acquisition.

ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets.

ASC 360-10 addresses criteria to be considered for long-lived assets expected to be disposed of by sale. Six criteria are listed in ASC 360-10-45-9 that must be met in order for assets to be classified as held for sale. Once the criteria are met, long-lived assets classified as held for sale are to be measured at the lower of carrying amount or fair value less costs to sell.

The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following:

1. Significant underperformance relative to expected historical or projected future operating results;

2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and

When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.

To prepare its financial statements, the Company estimates accrued expenses. The accrual process involves reviewing open contracts, communicating with personnel to identify services that have been performed on behalf of the Company and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The Company makes estimates of accrued expenses as of each balance sheet date based on the facts and circumstances known to the Company at that time.

Although the Company does not expect the estimates to be materially different from amounts actually incurred, if the estimates of the status and timing of services performed differs from the actual status and timing of services performed, the Company may report amounts that are too high or too low in any particular period. Historically, the estimated accrued liabilities have approximated actual expenses incurred. Subsequent changes in estimates may result in a material change in the accruals.

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying values of the Company’s financial instruments such as cash, investments, accounts payable, and accrued expenses approximate their respective fair values because of the short-term nature of those financial instruments.

The Company measures their investments at fair value with changes in fair value recognized in net income (loss) pursuant to ASU 2016-01, “Financial Instruments-Overall”.

The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. ~~All revenues for the period January 1, 2020 through March 27, 2020 are included in discontinued operations. Since the sale of Banner Midstream, the Company has not recognized any revenue.~~

The ~~Company accounts for~~core principle of the revenue standard is that a ~~contract when it has been approved and committed~~company should recognize revenue to ~~each party’s rights regarding~~depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be ~~transferred have been identified, the payment terms have been identified,~~entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

● Step 1: Identify the contract ~~has commercial substance,~~with the customer

● Step 4: Allocate the transaction price to the performance obligations in the contract

● Step 5: Recognize revenue when the Company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and ~~collectability~~identify each promised good or service that is ~~probable. Revenue is generally recognized net~~distinct. A performance obligation meets ASC 606’s definition of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. Revenue recognition for multiple-element arrangements requires judgment to determinea “distinct” good or service (or bundle of goods or services) if ~~multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each~~both of the ~~elements.~~following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers. The Company recognizes the cost of sales of a contract as expense when incurred or at the time a performance obligation is satisfied. The Company recognizes an asset from the costs to fulfil a contract only if the costs relate directly to a contract, the costs generate or enhance resources that will be used in satisfying a performance obligation in the future and the costs are expected to be recovered. The incremental costs of obtaining a contract are capitalized unless the costs would have been incurred regardless of whether the contract was obtained.

The Company has accounted for stock-based compensation arrangements in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718”). This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards’ grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations.

The Company, through the formation of Norr and anticipated acquisition of Treehouse, has created two distinct business segments. The Company has only nominal operations in Norr as they are in the start-up phase of this organization and upon the acquisition of Treehouse will have the commercial cannabis distribution licenses transferred to Elysian. Upon operations commencing, the Company will segment report these two segments. There are currently only nominal operations of Norr and Elysian (approximately 1% of total net loss). For 2021, there were no segments.

The Company followed ASC 840 Leases in accounting for leased properties until 2019 when it adopted ASC 842 for its accounting for finance and operating leases in 2019. Included in the Company’s discontinued operations are leases for office and production facilities for terms typically ranging from three to five years. Rent escalations over the term of a lease are considered at the inception of the lease such that the monthly average for all payments is recorded as straight-line rent expense with any differences recorded in accrued liabilities. In continuing operations, there is only an office lease that is on a month-to-month basis. With the anticipated acquisition of Treehouse, the leases to be acquired in that transaction will be accounted for under the guidance of ASC 842.

Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only basic weighted average number of common shares are used in the computations.

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

The Company concluded that its negative cash flows from operations raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the unaudited condensed consolidated financial statements are issued.

Management intends to oversee the development and growth of the Company’s anticipated commercial cannabis distribution business and sporting goods and apparel business and continue to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our ~~Chief Executive Officer~~management team has experience in the cannabis space and sporting goods and apparel industry and in consulting both private and public companies in operational processes, although no assurances can be given that he can successfully grow our operations through our subsidiary or identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. Even though management believes this plan will allow the Company to continue as a going concern, there are no guarantees to the successful execution of this plan.

These condensed consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time.

On March 27, 2020, Banner Midstream was acquired by Ecoark for 1,789,041shares of common stock (after giving effect to Ecoark’s subsequent one-for-five reverse stock splitwhich was effected on December 10, 2020), and Ecoark assumed all of the debt of the Company. As of ~~July 16, 2021, of~~February 28, 2022, the Company has sold all 200,000shares of Ecoark common stock the Company retained from the March 2020 acquisition, after distributing the other 1,589,041shares to the former owners of Banner ~~Midstream, the Company has sold~~ ~~45,443~~ ~~shares.~~

Since the sale of Banner Midstream, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our lack of operations until recently. The pandemic may, however, have an impact on our ability to develop the Norr ~~business. See “Risk Factors” contained in~~business and anticipated Elysian business with the ~~annual report on Form10-K for~~acquisition of Treehouse. In addition, the ~~fiscal year ended December 31, 2020 filed February 4, 2021.~~Company’s new oil and gas business may encounter supply shortages.

The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which the Company adopted effective January 1, 2019. No cumulative adjustment to members equity was required, and the adoption did not have a material impact on our financial statements, as no material arrangements prior to the adoption were impacted by the new pronouncement.

~~All~~The following represents the disaggregation of ~~the Company’s~~ revenue by major source for the ~~period January 1, 2020 through March 27, 2020 are included in discontinued operations:~~six months ended June 30, 2022 and 2021:

There were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Collections of the amounts billed are typically paid by the customers within 30 to 60 days.

Fixed assets as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 were as follows:

~~All of the fixed assets through December 31, 2020 of the Company was related to Banner Midstream Corp. and was sold to Ecoark on March 27, 2020.~~

Depreciation expense for the six ~~and three~~ months ended June 30, 2022 and 2021 ~~was~~were $419 and $~~209~~419, respectively.

On March 8, 2022, the Company entered into a Stock Purchase Agreement whereby the Company paid a non-refundable $50,000 to Firebreak Associates, Inc. in exchange for a total of 5% equity in any of the ~~three months ended March 31, 2020~~corporations that Firebreak Associates, Inc. controls if they are selected through the State of $~~103,451~~ ~~is included~~California’s retail cannabis license lottery process in ~~discontinued operations for~~Encinitas, California. As of June 30, 2022, the ~~period January 1, 2020 through March 27, 2020.~~lottery has not taken place.

~~All~~The following represents inventory as of ~~the long-term debt of the Company was related to Banner Midstream Corp.~~June 30, 2022 and ~~was assumed by Ecoark on March 27, 2020 as part of the merger with Ecoark. As of March 27, 2020, there is~~ 0 ~~long-term debt recorded.~~December 31, 2021, respectively:

~~All of the notes payable – related parties of the~~The Company ~~concerned Banner Midstream Corp. and were assumed by Ecoark on March 27, 2020 as part of the merger with Ecoark. As of March 27, 2020, there were~~ 0 ~~notes payable – related parties recorded until August 1, 2020.~~

~~During the period ended June 30, 2020, the Company~~ borrowed funds from Atikin Investments LLC (“Atikin”), an entity managed by ~~the~~our current (as of July 25, 2022) Chief Executive Officer, ~~of the Company,~~ to pay for operating expenses. The Company formalized the arrangement on August 1, 2020 when it issued to Atikin a Junior Secured Revolving Promissory Note for a principal amount up to $200,000.

Through December 31, 2020, the Company borrowed a total $57,500 and repaid $35,000 leaving a balance of $22,500. This note had a maturity date of December 15, 2020, which was extended to January 15, 2021. The remaining $22,500 and accrued interest of $1,524 was repaid on January 11, 2021. Interest expense for the six ~~and three~~ months ended June 30, 2021 was $45 ~~and $~~0~~, respectively. Interest expense for the six and three months ended June 30, 2020 was $~~0 ~~and $~~0~~, respectively.~~.

The Company has authority to issue up to 200,000,000 shares, par value $0.0001 per share. Our shareholders approved an increase in the authorized number of shares from 100,000,000 to 200,000,000 in May 2018. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, there were ~~7,000,000~~8,400,000 shares of the Company’s common stock issued and outstanding, respectively. ~~On November 14, 2019,~~As of July 25, 2022, the Company ~~completed~~authorized a ~~1 for 95 reverse stock split. All shares and per share figures have been retroactively adjusted to account for this reverse split and reverse acquisition.~~class of preferred stock. See Note 13. “Subsequent Events.”

On ~~February 27, 2020,~~September 14, 2021, the Company issued ~~50,000~~1,400,000 shares of common stock in the exercise of warrants for ~~services rendered valued at~~ $~~55,000~~14,000. ~~On July 28, 2020, the Company issued~~ ~~83,807~~ ~~shares of common stock for services rendered valued at $125,710, and $24,290~~ ~~of contributed capital for services rendered.~~

The Company’s Board of Directors approved the adoption of the Mount Tam 2016 Stock-Based Compensation Plan (the “2016 Plan”) on May 12, 2016.

~~On May 2, 2016, the Company~~There have been no stock options granted ~~options to purchase up to~~ ~~2,737~~ ~~shares of Common Stock under the Plan in the aggregate, with an exercise price of $56.05~~ ~~per share. On December 28, 2018, the Company granted options to purchase up to~~ ~~51,683~~ ~~shares of Common Stock under the Plan in the aggregate, with an exercise price of $1.90~~ ~~per share. Options will vest as per below tables:~~

~~On October 2, 2016, the Company granted options to purchase up to~~ ~~1,421~~ ~~shares of Common Stock under the Plan in the aggregate, with an exercise price of $38.00~~ ~~per share. On December 28, 2018, the Company granted options to purchase up to~~ ~~4,579~~ ~~shares of Common Stock under the Plan in the aggregate, an exercise price of $1.90~~ ~~per share. Options will vest as per below tables:~~since 2018.

~~Name~~	Number of Stock Options		~~Vesting Schedule~~
~~Bryan Cox (consultant) – 10/7/2016~~		~~1,053~~	~~Fully vested~~
~~Jim Stolzenbach (consultant) – 10/7/2016~~		~~368~~	~~Fully vested~~

~~F-11~~

~~Name~~	Number of Stock Options		~~Vesting Schedule~~
~~Bryan Cox (consultant) – 12/28/2018~~		~~3,158~~	~~Fully vested~~
~~Jim Stolzenbach (consultant) – 12/28/2018~~		~~1,421~~	~~Fully vested~~

The Company determined the value of share-based compensation using the Black-Scholes fair value option-pricing model using the following weighted average assumptions for options granted during the year ended December 31, 2018. All options stand completely vested on the date of the reverse merger November 18, 2019.

As summary of option activity under the 2016 Plan as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 and changes during the ~~period~~periods then ended isare presented below:

On August 10, 2017, the Company entered into a Securities Purchase Agreement with two investors to purchase from the Company 42,510 shares of the Company’s common stock for an aggregate purchase price of $525,000. The investors received a warrant to purchase an additional 5,314 shares at an exercise price of $14.25 per share, and a warrant to purchase an additional 5,314 shares at an exercise price of $19.00 per share. Both warrants have a call provision when the Company’s common stock trades for five consecutive days at a price equal or greater than ~~500%~~500% of the exercise price of each warrant agreement. Both of these warrant agreements expire August 10, 2022.

On July 21, 2021, the Company entered into a Consulting Agreement with Atikin for a period of one year, expiring July 20, 2022 and issued Atikin, a company controlled by our current Chief Executive Officer, 1,400,000 warrants that have a term of five years and an exercise price of $0.01, which were issued to Atikin effective upon the execution of a definitive written agreement with a cannabis company, which occurred on September 14, 2021, the effective date of the Treehouse SPA. See Note 9. “Related Party Transactions.” On September 14, 2021, 700,000 of these warrants were assigned to a third party and all 1,400,000 warrants were exercised for $14,000 immediately thereafter.

~~NOTE 7:~~ ~~ACQUISITIONS – BANNER MIDSTREAM~~The following assumptions were used for the six months ended June 30, 2022 and year ended December 31, 2021:

~~Reverse Merger with Banner Midstream~~SCHEDULE OF FAIR VALUE ASSUMPTION OF WARRANTS

On September 26, 2019, the Company executed a reverse merger agreement with Banner Midstream. The merger closed on November 18, 2019, with Banner Midstream becoming a wholly owned subsidiary of the Company. Under terms of the agreement, Banner Midstream as the surviving entity and became a subsidiary of the Company. Upon closure of the transaction, the Company executed a successful reverse split of its common stock at a ratio of one new share for each 95 existing shares. The reverse split and name change to MTB Corp. then Banner Energy took effect November 14, 2019. At the time of closing, shareholders of the Company had a combined ownership position of approximately ~~10%, and the former Banner Midstream shareholders collectively owned approximately~~ ~~90%~~ of the outstanding stock. The Company’s shares traded under the temporary ticker symbol “MNTMD” and following a 20-day trading period, the Company’s symbol transitioned to the permanent ticker symbol “BANM.” On February 12, 2020, the name from MTB Corp. was changed to Banner Energy Services Corp.

	Six Months Ended June 30, 2022			Year Ended December 31, 2021
Expected term		-			5 years
Expected volatility		-	%		323.133	%
Expected dividend yield		-			-
Risk-free interest rate		-	%		0.10	%

The Company entered into an agreement with Ecoark and sold Banner Midstream on March 27, 2020. All of the operations for the respective periods for Banner Midstream, who was acquired as of November 18, 2019 in a reverse merger are reflected as discontinued operations.

The Company has adopted ASU No. 2016-02, Leases (Topic 842), as of January 2019 when they entered into their first operating lease and will account for their leases in terms of the right of use assets and offsetting lease liability obligations under this pronouncement and the first finance lease was created when the equipment was financed. The Company records their leases at present value, in accordance with the standard, using discount rates ranging between ~~2.5%~~ ~~and~~ ~~6.8%. The right of use asset is composed of the sum of all lease payments, at present value, and is amortized straight line over the life of the expected lease term.~~ ~~For the expected term of the lease the Company used the initial terms ranging between 42 and 60 months.~~ Upon the election by the Company to extend the lease for additional years, that election will be treated as a lease modification and the lease will be reviewed for remeasurement. This lease will be treated as an operating lease under the new standard.2019.

The Company ~~has also~~ elected to utilize the transition related practical expedients permitted by the new standard. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a modified retrospective approach. Adoption of the ~~new~~ standard did not result in an adjustment to retained earnings for the Company.

All of the right of use assets and lease liabilities related to Banner Midstream and were sold/assumed to Ecoark in the merger with Ecoark on March 27, 2020.No ~~right of use assets or lease liabilities exist as of June 30, 2021.~~

The Company currently leases space on a month-to-month basis and that lease is not subject to the provisions of ASC 842.

Until the Banner Midstream sale, the Company and its subsidiaries Pinnacle Frac Transport, Pinnacle Vac Service, and Capstone were tenants at 5899 Preston Road #505, Frisco, TX 75034 (“Preston Rd Office”) since inception. In addition, the principal operations of the Company and Capstone were managed out of the aforementioned Preston Road location. The Company previously had entered into a co-tenancy agreement with Razor Medical Science LLC (“Razor”) where the Company would pay $~~1,600~~ per month which is equal to one half of the total lease payment owed by Razor to the lessor; the agreement was for 36 months beginning in April 2018, the original usage date by the Company. Razor discontinued operations on January 1, 2019 and an assignment was executed to transfer the lease into the name of Capstone for full-time usage by the Company at a rental rate of $~~3,300~~ ~~per month.~~

During the period ended June 30, 2020, the Company borrowed from Atikin, ~~Investments LLC (“Atikin”),~~ an entity managed by ~~an officer of the Company,~~our then and now again our Chief Executive Officer, to pay for operating expenses. The Company formalized the arrangement on August 1, 2020 when it issued to Atikin a Junior Secured Revolving Promissory Note for a principal amount up to $200,000. Through December 31, 2020, the Company had borrowed a total $57,500and repaid $35,000leaving a balance of $22,500as of December 31, 2020. This note had a maturity date of December 15, 2020, which was extended through January 15, 2021,, and has been repaid as of January 11, 2021. Interest expense for the period August 1, 2020 through December 31, 2020 was $1,479, and this was repaid as of January 11, 2021.

~~There~~On July 21, 2021, the Company entered into a Consulting Agreement with Atikin for a period of one year, expiring July 20, 2022. Pursuant to the Consulting Agreement, as amended in September 2021, in exchange for Atikin’s provision of consulting services with respect to mergers and acquisitions and general business and operational assistance, the Company granted Atikin 1,400,000 warrants that have a term of five years and an exercise price of $0.01, which were issued to Atikin effective upon the execution of a definitive written agreement with a cannabis company, which occurred on September 14, 2021, the effective date of the Treehouse SPA. The Company recognized a charge to the Consolidated Statement of Operations of $905,771 for the fair value of these warrants. On September 14, 2021, 700,000 of these warrants were assigned to a third party and all 1,400,000 warrants were exercised for $14,000 immediately thereafter. The Company also paid Atikin a $5,000 consulting fee monthly. The Consulting Agreement was terminated June 30, 2022.

During the year ended December 31, 2021, the Chief Executive Officer advanced the Company $~~24,290~~10,000 ~~in contributed capital from~~on a short-term basis and the amount was promptly repaid.

The May Family Foundation controls 18.89% of the outstanding common stock of the Company as of June 30, 2022. Additionally, Atikin, an entity which is controlled by Jay Puchir, our Chief Executive Officer, controls 8.2% of the outstanding common stock and Richard Horgan, the former Chief Executive Officer and a former ~~employee in their separation agreement recorded~~director of the Company, is a director of the Foundation. Mr. Horgan resigned following the White River transaction. Randy May, our new Executive Chairman, is the father-in-law of Mr. Horgan. In addition, Mr. May’s daughter, Alisa Horgan, became a director on July 28, ~~2020.~~2022 following the White River acquisition. Mr. May is the Chief Executive Officer of Ecoark. Each of Messrs. May, Horgan and Puchir disclaim beneficial ownership of the securities held by The May Family Foundation except to the extent of any pecuniary interest therein.

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Financial instruments consist principally of cash, investments, accounts receivable and other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the six months ended June 30, ~~2021~~2022 and ~~2020.~~the year ended December 31, 2021. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis as of:

SCHEDULE OF ASSETS AND LIABILITIES MEASURED ON RECOGNIZED FAIR VALUE ON RECURRING BASIS

On December 2, 2021, Elysian, the Company, 7Seeds and Firebreak entered into the JVA. See Note1. “Description of Business.”

The Company follows the provisions of ASC 280-10 Disclosures about Segments of an Enterprise and Related Information. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making operating decisions.

For 2021, the Company was just starting operations in Norr and did not segment their operations. Commencing January 1, 2022, the Company’s chief operating decision maker determined that they met the qualifications to segment their business into two distinct divisions: Norr and Elysian.

The Company executed a Share Exchange Agreement (the “Exchange Agreement”) on July 25, 2022 and pursuant to the Exchange Agreement that day acquired 100% of the outstanding shares of capital stock of White River from Ecoark, White River’s sole shareholder. In exchange the Company issued Ecoark 1,200 shares of the newly designated non-voting Series A Convertible Preferred Stock (the “Series A”). The Series A will become convertible into approximately 42,253,521 shares of the Company’s common stock upon such time as (A) the Company has filed a Form S-1 or Form 10, or other applicable form, with the Securities and Exchange Commission (the “SEC”) and such Form S-1 or other registration statement has been declared effective, or such Form 10 or other applicable form is no longer subject to comments from the Staff of the SEC, and (B) Ecoark elects to distribute shares of the Company’s common stock to Ecoark’s shareholders. The Series A has a stated value of $30 million and has a liquidation preference over the common stock and any subsequent series of junior preferred stock equal to the stated value, plus any accrued but unpaid dividends.

Pursuant to the Exchange Agreement Mr. Randy May, Ecoark’s Chief Executive Officer, was appointed as Executive Chairman and as a director, and Mr. Jay Puchir, Ecoark’s Chief Financial Officer, was appointed as Fortium’s Chief Executive Officer and Principal Financial Officer. Effective July 28, 2022, the number of directors of the Company was fixed at five, and Danny Hames, James Cahill, Greg Landis, and Alisa Horgan were appointed as directors. Alisa Horgan is the daughter of Randy May, and wife of Richard Horgan, who was the Company’s Chief Executive Officer and sole director until after the closing of the White River acquisition.

Ecoark has advised us that it plans to spin-off the common stock issuable upon conversion of the Series A this fall, subject to regulatory approvals including the effectiveness of the Form S-1 or Form 10.

On July 29, 2022, the Company filed a Certificate of Designation with the Nevada Secretary of State designating a new series of preferred stock as Series B Preferred Stock (the “Series B”). The single authorized share of Series B is entitled to vote with the Company’s common stock as a single class on any matter brought before the shareholders, and the Series B is entitled to a number of votes equal to the greater of (A) 100,000,000 votes, or (B) 50.1% of the Company’s voting power as of the applicable date of determination.Any outstanding Series B will be automatically cancelled upon the Company applying to have its common stock listed on a national securities exchange. As of the date of this Report, the Series B is unissued. The Board authorized the Series B because the Company is not subject to Section 13 of the Securities Exchange Act of 1934, so the protections and disclosure provided by Section 13(d) and the rules and regulations promulgated thereunder do not apply to the Company, and the Series B is intended to enable the Board to act quickly to react to any potential hostile takeover. The auto-cancellation provision was included because the super-voting rights contained in the Series B would violate the rules of a prospective national securities exchange.

In July and August 2022, the Company paid $50,000 of the $400,000 due on the license for Treehouse.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the planned spin-off by Ecoark of our common stock issuable upon conversion of its preferred stock, our entrance into the oil and gas drilling industry through our acquisition of White River Holdings Corp., the expected results from oil drilling, our anticipated acquisition of Treehouse Company, Inc. and our ability to pay the full purchase price and obtain regulatory approval for the transfer of licenses, our planned operations under our Joint Venture Agreement with 7Seeds Inc., and Firebreak Associates, Inc. and our ability to use the license thereunder to establish and operate cannabis retail stores at one or more locations, our ability to develop and grow our sporting goods and apparel business or generate material revenue therefrom, our working capital needs, ~~potential future sales of the remaining shares of Ecoark Holdings, Inc. (“Ecoark”) common stock held by us,~~ potential financings through the sale of our common stock or other securities, the subsequent use and sufficiency of the proceeds from any capital raising methods we may undertake to fund our operations, our ~~ability to locate and acquire an operating business and/or grow our existing operations and the resources and efforts we intend to dedicate to such an endeavor, our~~ further development and implementation of ~~a viable~~our business plan and our ability to locate sources of capital necessary to meet our business needs and objectives. All statements other than statements of historical facts contained in this ~~report,~~Report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include oil and gas price volatility and the ~~ongoing~~continuation of high oil prices, the impact of (i) the ~~coronavirus pandemic~~Securities and ~~its negative effect~~Exchange Commission’s (“SEC”) propose climate change rules on us including enhanced regulatory compliance costs, (ii) future strains of COVID-19, (iii) the Russian invasion of the Ukraine, (iv) inflation and (v) Federal Reserve interest rate increases in response thereto on the ~~U.S.~~economy including any resulting recession, supply chain shortages, the future prices of, and ~~global economies~~demand for, oil and gas, our ~~lack~~ability to efficiently develop our current oil reserves and economically find or acquire additional recoverable reserves, general risks related to drilling operations, together with those described in this Report under Item 1A of ~~an operating history and revenue. Further information on~~Part II – Risk Factors, which refer to the risk factors ~~affecting~~applicable to each of our subsidiaries. We also refer to Ecoark’s risk factors relating to its oil and gas drilling business is contained in ~~our annual report on~~its Form 10-K for the ~~fiscal~~ year ended ~~December~~March 31, ~~2020.~~2022 which it filed with the SEC. We ~~undertake no obligation~~may also encounter regulatory delays in causing the registration statement to ~~publicly update or revise any forward-looking statements, whether as~~go effective with the ~~result of new information, future events or otherwise.~~SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Fortium Holdings Corp. (“Fortium” or the “Company”) is a holding company which beginning in late July 2022 operates primarily in oil and gas drilling through White River Holdings Corp. (“White River”). The Company is also in the early stages of operations in the online sporting goods space through Norr LLC, and is developing a business plan for the commencement of operations as a retail distributor of cannabis products in California through Elysian Premium Corp. The cannabis operations are subject to full payment of and receipt of regulatory for the Company’s purchase of two cannabis licenses in California under an agreement entered into in October 2021. The financial statements contained in this report do not reflect the oil and gas business through White River which was acquired by the Company after the period covered by this report. Set forth below is an overview of our current and planned operations.

On ~~March 18, 2021,~~July 25, 2022, the Company entered into a Share Exchange Agreement with Ecoark and White River pursuant to which the Company acquired White River from Ecoark and in exchange issued Ecoark 1,200 shares of a new series of Series A Convertible Preferred Stock of Fortium (the “Series A”). The transaction was treated as a business combination. Ecoark funded White River with $3 million prior to the ~~expiration~~business combination.

The Series A is non-voting, has a stated value of $30 million, and is convertible into 42,253,521 shares of Fortium common stock, provided that the Series A will only become convertible if and when a Registration Statement on Form S-1 or Form 10 filed by the Company for the purpose of effecting a spin-off of Fortium’s common stock to Ecoark’s shareholders has been filed and declared effective by the Securities and Exchange Commission, and Ecoark elects to effect said spin-off. The Company has been informed that Ecoark intends to effect the spin-off as soon as practicable following the closing of the business combination and the closing of this Offering. Ecoark’s two senior management members are our management. Our Executive Chairman, Randy May, is one of five directors, his daughter is a new director and he recommended the other three new directors. Our previous sole officer and director was Mr. May’s son-in-law. Following the business combination, Ecoark caused the changes to the Company’s management and Board of Directors.

Following the business combination, our principal operations will consist of generating revenue through oil and gas exploration, production and drilling. Through White River the Company is now engaged in oil and gas exploration, production, and drilling operations on over 30,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi. These subsidiaries are each engaged in oil and natural gas development, production, acquisition, and exploration activities principally in the above-referenced states. We may also expand our energy asset portfolio or engage in other energy-related strategic transactions as they arise, provided we have sufficient capital and market and regulatory conditions otherwise enable favorable to such transactions. Such transactions may serve a number of business objectives, including by seeking to expand our product and service offerings and/or to increase our geographic footprint.

Because the acquisition of White River occurred after the period covered by this Report, the unaudited financial statements contained herein and the discussion below do not reflect the Company’s new oil and gas operations through White River. In future periods, the Company expects that a substantial majority of its ~~exemption from~~revenue-generating activities will be conducted through White River, particularly in the ~~Investment Company Act of 1940,~~short-term.

In March 2021 the Company formed Norr LLC (“Norr”) as its ~~wholly-owned~~wholly owned subsidiary through which the Company commenced its operations as an ~~early stage~~early-stage manufacturer and retailer of sporting goods and apparel. Norr’s present focus is on online sales, but may seek to expand to physical locations in the future, either directly or as a wholesale distributor. Prior to organization of Norr, the Company’s Chief Executive Officer had explored this business opportunity and commenced preparation of a business plan for the business. On March 23,In September 2021, the Company ~~engaged~~formed Elysian Premium Corp., a Colorado corporation (“Elysian”) in order to enter into the ~~services of two consultants to assist with its operations through Norr.~~

As of about March 31, 2020, we began seeking new business opportunities in the United States after the March 27, 2020 merger with Ecoark. Our search for a business to acquire to grow our operations beyond our current Norr operations is ongoing.

We have also sold shares of common stock in Ecoark, and may use the proceeds to fund our operations, or identify an acquisition target and negotiate and consummate a subsequent transaction. We have not identified an acquisition target as of the date of this Report.

We have no revenue, have incurred losses since inception and our only asset is shares of common stock of Ecoark which we acquired in March 27, 2020 in exchange for the sale of our operating subsidiaries. Prior to that transaction, we were engaged in providing equipment and services to businesses in the oil and gas industry, but in connection with the transaction, the Company has terminated its operations in the oil and gascannabis industry.

Our principal business objective for the next 12 months is to see if we can monetize Norr. We may also continue seeking a reverse merger target to acquire. Our search for a business opportunity is not currently limited to any particular geographical area or industry, except that we are focusing our search to businesses located within the United States.Formation of Norr

~~On May 18, 2021, FINRA formally approved the name change of the Company to Fortium Holdings Corp.~~

The Company commenced operations in the online sporting goods and apparel industry in March 2021, and has not generated revenue from continuing operations as of the date of this Report. All results related to Banner Midstream are reflected in discontinued operations. We are currently in the process of further developing a business plan, including with respect to a potential business acquisition or acquisitions, the disposition of shares of Ecoark common stock and use of proceeds to establish and grow our business.

In March 2021 weformed Norr and procured the services of two consultants who assist with our sporting goods and apparel operations through Norr. Specifically, under the respective consulting agreements one of our consultants provides creative design, photography and marketing services and the other provides order management, logistics, warehousing, and import/export services. We believe these services will help our Chief Executive Officer, who has experience in the sporting goods and apparel industry, in overseeing the development, manufacture, advertising and sale of our products. In January 2022, we terminated the prior consulting agreements and entered into new consulting agreements replacing the compensatory terms with these contractors, and procured the services of a third contractor to assist in marketing and sales efforts, including for Norr’s online and social media presence and brand strategy. Management ~~also~~ believes that having an online focus, at least in the short term, will allow us to leverage existing online ~~platforms~~platforms.

Until our recent acquisition of White River, our principal business focus was on growing our operations and ~~current~~attempting to generate revenue following our entry into the cannabis industry through the anticipated acquisition of Treehouse Company, Inc. (“Treehouse”) through which we intend to acquire two cannabis licenses in California, subject to regulatory approval and other closing conditions and to establish our brand as a cannabis retail company through a Joint Venture Agreement (the “JVA”) with 7Seeds Inc. (“7Seeds”), and Firebreak Associates, Inc. (“Firebreak”), as more fully described below and in the footnotes to the financial statements contained in this Report.

On July 25, 2022, the Company entered into a Share Exchange Agreement with Ecoark Holdings, Inc. (“Ecoark”) and White River pursuant to which the Company acquired White River from Ecoark and in exchange issued Ecoark 1,200 shares of a new series of Series A Convertible Preferred Stock of Fortium (the “Series A”). The transaction was treated as a business combination. The Series A is non-voting, has a stated value of $30 million, and is convertible into 42,253,521 shares of Fortium common stock, provided that the Series A will only become convertible if and when a Registration Statement on Form S-1 or Form 10 filed by the Company for the purpose of effecting a spin-off of Fortium’s common stock to Ecoark’s shareholders has been filed and declared effective by the Securities and Exchange Commission, and Ecoark elects to effect said spin-off. The Company has been informed that Ecoark intends to effect the spin-off as soon as practicable following the closing of the business combination and the closing of this Offering. Ecoark’s management acts as the Company’s management, and Ecoark has designated its Board of Directors. Following the business combination, Ecoark caused the changes to the Company’s management and Board of Directors. Ecoark funded White River with $3 million prior to the business combination.

Following the business combination, our principal operations will consist of generating revenue through oil and gas exploration, production and drilling. Through White River the Company is now engaged in oil and gas exploration, production, and drilling operations on over 30,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi. These subsidiaries are each engaged in oil and natural gas development, production, acquisition, and exploration activities principally in the above-referenced states. We may also expand our energy asset portfolio or engage in other energy-related strategic transactions as they arise, provided we have sufficient capital and market and regulatory conditions otherwise enable favorable to such transactions. Such transactions may serve a number of business objectives, including ~~an increased demand~~by seeking to expand our product and service offerings and/or to increase our geographic footprint.

Because the acquisition of White River occurred after the period covered by this Report, the unaudited financial statements contained herein and the discussion below do not reflect the Company’s new oil and gas operations through White River’s operations. In future periods, the Company expects that a substantial majority of its revenue-generating activities will be conducted through White River, particularly in the short-term.

Results of Operations For the Six Months Ended June 30, 2022 compared with the Six Months Ended June 30, 2021

The following discussion of our financial statements is as of June 30, 2022, which reflects our Norr operations which commenced in March 2021 and the continued development of our Elysian business which is still in the early development stage as of June 30, 2022. In subsequent periods following our acquisition of White River in July 2022, we expect our operating revenues, cost of revenues, and operating expenses will increase in the remainder of 2022 and beyond from what they have been in the past two years, particularly as a result of our new oil and gas drilling operations. We expect these metrics may increase further if we are able to raise the required capital, close the acquisition of cannabis licenses and open one or more cannabis retail stores in California as planned. The comparison in our results of operations were for ~~contactless transactions~~the Company in the very preliminary stages of operations of these respective businesses.

The Company had revenue of $636 and $0 for the six months ended June 30, 2022 and 2021, respectively. Cost of revenue was $10,368 in the six months ended June 30, 2022, which was incurred in connection with the development and implementation of our business plan, resulting in gross loss of $9,732.

We incurred operating expenses of $291,243 and $222,499 during the six months ended June 30, 2022 and 2021, respectively. The increase in operating expenses in the 2022 period was mainly due to increases in our selling, general and administrative expenses which totaled $223,243 in the six months ended June 30, 2022 compared to $153,774 in the six months ended June 30, 2021. Operating expenses during each period also included salaries and wages, including stock-based compensation, which were relatively equal between periods. Management expects operating expenses to increase significantly in future periods as a result of our new oil and gas operations through White River and as we continue to establish and grow our Norr and Elysian operations, and as payment obligations under our existing contracts come due as a result of the ~~coronavirus pandemic. Management intends to monitor~~passage of time or the ~~evolving market conditions,~~satisfaction of performance metrics, including the highly competitive nature of the industry in which we operate and the anticipated reopening of retail stores at greater capacities, and may make adjustments to our current business model as an online-only seller as it deems appropriate.those described above.

Other income (expense) included in continuing operations were $4,648 and $(612,570) during the six months ended June 30, 2022 and 2021, respectively. The difference relates to $786,206 in an unrealized loss on investment partially offset by a realized gain on investment of $173,681 in the ~~process~~2021 period, with a corresponding $4,648 realized gain on investment recorded during the 2022 period. The amounts in these periods related to the Ecoark common stock we held, all of ~~searching for, and intends to further explore and identify business opportunities within the U.S., including a potential acquisition~~which has been sold as of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in consulting both private and public companies in operational processes, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of coronavirus on our business, see “Risk Factors” contained in our annual report on Form 10-K for the fiscal year ended December 31, 2020.February 24, 2022.

During the ~~next 12 month~~six months ended June 30, 2022 and 2021, we recorded a net loss of $296,327 and $835,069, respectively. The difference was primarily due to the higher other expense in the 2021 period, ~~we anticipate incurring costs~~partially offset by increased operating losses in continuing our operations and developing our business through Norr and in investigating, evaluating and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business. We anticipate using a portion of the ~~proceeds from the sale of Ecoark common stock to fund these costs and to compensate our Chief Executive Officer.~~2022 period.

Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.

Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

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

We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.

The Company had approximately $2,420,000 in available cash as of August 8, 2022. This includes $2,323,767 in cash in bank accounts maintained by White River and its subsidiaries which the Company acquired in the July 25, 2022 business combination described above. The cash in these bank accounts was included as a condition to the closing to enable White River to maintain sufficient working capital to continue its operations following the transaction. With the acquisition of White River, we believe we have sufficient cash to meet our working capital needs for the next 12 months. However, to expand our drilling program, we are exploring the idea of raising additional capital through the private sale of preferred stock and warrants.

Historically, our principal sources of cash have been proceeds from private placements of common stock and incurrence of debt. As of June 30, ~~2021,~~2022, the Company had an accumulated deficit of ~~$2,518,604.~~$4,258,133. As of ~~July 16, 2021,~~February 24, 2022, the Company has sold ~~45,443~~all of the shares of Ecoark ~~and~~it held. The Company received ~~$470,714~~a total $1,079,730 in gross proceeds ~~therefrom.~~from such sales of Ecoark common stock.

InWe anticipate that among the ~~future,~~most important challenges we will need to ~~consummate one or more capital raising transactions, including potential debt or equity issuances, and/or generate material revenue~~overcome in order to materially grow our new oil and gas operations and establish our planned operations in the cannabis industry will be to raise sufficient capital. This will be necessary to acquire working interests and drilling and related equipment, and to establish our initial Elysian Stores. While for the past 12 months we have used the proceeds from ~~Norr or another operating business or businesses~~sales of Ecoark common stock we ~~may form or acquire to continue~~held to fund our ~~operations. We may also issue~~operations, which were more limited than those currently planned, we have sold the remaining shares of Ecoark common stock we held, and any additional capital in will therefore need to be raised from the sale and issuance of our preferred stock ~~options~~ or other ~~derivative~~ securities, which may include the incurrence of indebtedness by us.

We have also agreed to ~~compensate~~issue a total of 1,200,000 shares of restricted Fortium common stock to White River employees in connection with our ~~employees or independent contractors,~~recent acquisition of that entity.

We will need additional capital to fund our anticipated acquisition of Treehouse, including ~~pursuant~~both for the second Treehouse SPA which has not been executed, working capital, and to meet our operational obligations in our planned cannabis business such as compensatory arrangements.

We expect to utilize any capital raising to develop, expand and run our operations for White River, Norr and Elysian. We expect our cash outlays to be much greater than the ~~consulting agreements for our Norr operations.~~past two years.

We reported negative cash flow from operations related to our continuing operations for the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 in the amount of ~~$(256,437)~~$(314,358) and ~~$(0)~~$(256,437), respectively. ~~It is anticipated that we will continue~~We are unable to ~~report negative~~predict future trends in cash flows from operating ~~cash flow in future periods, as we have just formed~~activities at this time given our recent acquisition of White River which now entails a ~~new subsidiary~~substantial majority of our revenue producing operations but comes with it significant additional working capital requirements to maintain the oil and ~~will incur start-up costs to develop this entity.~~gas operations.

We had net cash provided ~~from~~in investing activities from continuing operations related to the proceeds received from the sale of the shares of Ecoark common stock we ~~hold in 2021~~held in the amount of ~~$230,088~~$38,111 for the six months ended June 30, 2022 and ~~had $0~~$227,575 in ~~2020.~~the six months ended June 30, 2021. We ~~also purchased fixed assets~~sold all the remaining shares of ~~$2,513 in 2021.~~Ecoark stock we held during the six months ended June 30, 2022.

We had no cash flows provided by or used in financing activities during the six months ended June 30, 2022. For the six months ended June 30, 2021, ~~and 2020,~~ the only cash flows from financing activities related to ~~the~~ payments of the Junior Secured Promissory Note in connection with our continuing ~~operations. During the six months ended June 30, 2021, we repaid $22,500 of this note.~~operations, and cash provided by financing activities from proceeds received from our current Chief Executive Officer for working capital purposes. We expect that ~~should the proceeds from the sale of shares in Ecoark be insufficient to provide the necessary capital to the Company,~~ we will need to incur additional debt or issue common stock or securities convertible or exercisable into common stock to fund continuing operations.

Based upon our current operations, we will need additional working capital to fund our operations over the next 12 months, which we may seek to obtain from ~~the sale of the remaining Ecoark common stock we hold and/or~~ one or more financings. The Company anticipates pursuing a private offering of convertible preferred stock and warrants in the coming months in which it will seek to raise up to $20 million to fund its operations and growth objectives. Further, if we are able to close ~~a reverse merger, asset purchase or similar transaction to acquire an operating business,~~the Treehouse acquisition, it is likely we will need additional capital ~~including potentially as a condition of closing~~to commercialize the ~~acquisition.~~resulting licenses. Because of the inherent uncertainties of the Company at this stage, we cannot be certain as to how much capital we need, if and how we can raise capital or the type or quantity of securities we will be required to issue to do so. In connection with a business combination, we may issue a significant number our shares of our common stock or securities convertible or exercisable into our common stock to the target’s shareholders which will be dilutive to our shareholders.

We anticipate that we will incur operating losses during the next 12 months. Our ability to develop and implement our business plan will be subject to a number of risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model; recognition of revenue sources; and the management of growth.

~~Since the sale of Banner Midstream,~~To date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our lack of operations until ~~recently.~~the formation of Norr in March 2021. The pandemic may, however, have an impact on our ability to develop and commercialize the White River, Norr ~~business. See “Risk Factors” contained~~and Elysian businesses.

While the COVID-19 pandemic appears to no longer threaten the economy as it did, supply chain shortages seem to have evolved from COVID-19. Moreover, the risk of a serious new COVID-19 strain or other serious virus evolving, as well as the possibility of reduced efficacy of vaccines over time and the possibility that a large number of people decline to get vaccinated or receive booster shots, creates inherent uncertainty as to the potential future impact of the pandemic on our business, the industries in ~~our annual report on Form10-K for~~which we operate or plan to operate and the ~~fiscal year ended December 31, 2020 filed February 4, 2021 for more information.~~economy in general.

As of the date of this Report, 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 expenditures or capital resources that are material to investors.

The independent registered public accounting firm auditors’ report accompanying our December 31, ~~2020~~2021 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on his evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, Mr. ~~Richard Horgan,~~Jay Puchir, who is presently serving as our Chief Executive Officer and Chief Financial Officer has concluded that our disclosure controls and procedures were not effective to ensure that the information relating to our company, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of material weaknesses in our internal control over financial reporting.

There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

From time-to-time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of this Report, we are not aware of any other pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

~~Not applicable.~~For the risks related to White River which the Company now faces as a result of its acquisition of White River on July 25, 2022, see Item 1A – Risk Factors of Ecoark’s Annual Report on Form 10-K for its fiscal year ended March 31, 2022, as filed with the SEC on July 7, 2022 (the “Ecoark 10-K”), at pages 12 - 26 thereof. However, investors should note that the Ecoark 10-K, including certain of the risk factors described above, also relate to other Ecoark subsidiaries which Fortium did not acquire in the business combination, including Pinnacle Frac LLC, a frac sand transportation and logistics company, Zest Labs, Inc. a technology holding company, and Agora Digital Holdings, Inc., a Bitcoin mining company, which disclosure is not relevant to White River or Fortium.

For the risks related to Norr and Elsyian, see Item 1A- Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 15, 2022.

~~None.~~All unregistered sales of equity securities were previously disclosed.

~~None.~~On July 22, 2022, following approval of the Board of Directors and shareholders, the Company filed Amended and Restated Articles of Incorporation (the “Amended Articles”) with the Nevada Secretary of State. The Amended Articles, among other things, (i) limits the liability of the Company’s officers and directors, and authorizes the Company to indemnify its officers, directors and agents, to the maximum extent permitted by applicable law, and (ii) provide that the internal affairs of the Company, including stockholder derivative actions but excluding claims under the Securities Exchange Act of 1934, shall be brought exclusively in state courts located in Nevada, and that the federal district courts of the United States shall have exclusive jurisdiction over claims brought under the Securities Act of 1933, and that the United States District Court for the District of Nevada shall be the exclusive venue with respect to any cause of action brought under the Securities Act of 1933 or the Securities Exchange Act of 1934. The Amended Articles are filed with this Report as Exhibit 3.1.

		Page
	PART I - Financial Information

Item 1	Condensed Consolidated Financial Statements (Unaudited)	~~F-1~~3
	Condensed Consolidated Balance Sheets as of June 30, ~~2021~~2022 (unaudited) and December 31, ~~2020.~~2021.	~~F-1~~3
	Condensed Consolidated Statements of Operations (unaudited) for the six and three months ended June 30, ~~2021~~2022 and ~~2020.~~2021.	~~F-2~~4
	Condensed Consolidated Statement of Stockholders’ Equity ~~(Deficit)~~ (unaudited) for the six and three months ended June 30, ~~2021~~2022 and ~~2020~~2021	~~F-3~~5
	Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, ~~2021~~2022 and ~~2020.~~2021.	~~F-4~~6
	Notes to Condensed Consolidated Financial Statements (unaudited)	~~F-5~~7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	324
Item 3	Quantitative and Qualitative Disclosures About Market Risk	630
Item 4	Controls and Procedures	630

	Part II - Other Information

Item 1	Legal Proceedings	731
Item 1A	Risk Factors	31
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3	Defaults Upon Senior Securities	31
Item 4	Mine Safety Disclosures	31
Item 5	Other Information	731
Item 6	Exhibits	832

	Signatures	933


							JUNE 30,			DECEMBER 31,
	JUNE 30,			DECEMBER 31,			2022			2021
	2021			2020			(UNAUDITED)
ASSETS

CURRENT ASSETS:
Cash	$	11,789		$	63,151		$	33,491		$	309,738
Prepaid expenses and other current assets		2,314			2,029			51,916			20,042
Inventory								40,901			-
Investment		910,341			1,752,954			-			33,463

Total current assets		924,444			1,818,134			126,308			363,243

Fixed assets, net		2,094			-			1,256			1,675

NON-CURRENT ASSETS:
Intangible assets, net								-			-
Goodwill								-			-

Total non-current assets								-			-

TOTAL ASSETS	$	926,538		$	1,818,134		$	127,564		$	364,918

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	47,294		$	79,842		$	69,815		$	10,842
Note payable - related parties		-			23,979

Total current liabilities		47,294			103,821			69,815			10,842

Commitments and contingencies		-			-			-

Total Liabilities		47,294			103,821			69,815			10,842

STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, par value, $0.00001, 200,000,000 shares authorized, 7,000,000 and 7,000,000 issued and outstanding, respectively		700			700
STOCKHOLDERS’ EQUITY
Common stock, par value, $0.00001, 200,000,000 shares authorized, 8,400,000 issued and outstanding, respectively								840			840
Additional paid in capital		3,397,148			3,397,148			4,316,779			4,316,779
Accumulated deficit		(2,518,604	)		(1,683,535	)		(4,258,133	)		(3,963,543	)

Total stockholders’ equity (deficit)		879,244			1,714,313
Total stockholders’ equity before non-controlling interest								59,486			354,076
Non-controlling interest								(1,737	)		-

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	926,538		$	1,818,134
Total Stockholders’ Equity								57,749			354,076

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY							$	127,564		$	364,918

		2021			2020			2021			2020
	SIX MONTHS ENDED						THREE MONTHS ENDED
	JUNE 30,						JUNE 30,
	2021			2020			2021			2020

REVENUE	$	-		$	-		$	-		$	-
COST OF REVENUE		-			-			-			-
GROSS PROFIT (LOSS)		-			-			-			-

OPERATING EXPENSES
Salaries and wages, including stock-based compensation		68,725			55,000			34,498			-
Selling, general and administrative expenses		153,774			6,709			53,541			1,711

Total Operating Expenses		222,499			61,709			88,039			1,711

OPERATING LOSS		(222,499	)		(61,709	)		(88,039	)		(1,711	)

OTHER INCOME (EXPENSE)
Interest expense, net of interest income		(45	)		-			-			-
Realized gain on investment		173,681			-			47,323			-
Unrealized gain (loss) on investment		(786,206	)		2,556,000			(1,094,455	)		2,510,000
Total other income (expense)		(612,570	)		2,556,000			(1,047,132	)		2,510,000

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE BENEFIT (PROVISION) FOR INCOME TAXES		(835,069	)		2,494,291			(1,135,171	)		2,508,289

Provision for income taxes		-			-			-			-

INCOME (LOSS) FROM CONTINUING OPERATIONS		(835,069	)		2,494,291			(1,135,171	)		2,508,289

Gain (loss) from discontinued operations		-			6,352,373			-			-

NET (LOSS) INCOME	$	(835,069	)	$	8,846,664		$	(1,135,171	)	$	2,508,289

NET (LOSS) INCOME PER SHARE - BASIC
Continuing operations	$	(0.12	)	$	0.36		$	(0.16	)	$	0.36
Discontinued Operations	$	-		$	0.92		$	-		$	-
NET (LOSS) INCOME PER SHARE	$	(0.12	)	$	1.28		$	(0.16	)	$	0.36

NET (LOSS) INCOME PER SHARE - DILUTED
Continuing operations	$	(0.12	)	$	0.36		$	(0.16	)	$	0.36
Discontinued Operations	$	-		$	0.91		$	-		$	-
NET (LOSS) INCOME PER SHARE	$	(0.12	)	$	1.27		$	(0.16	)	$	0.36

WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC		7,000,000			6,900,091			7,000,000			6,916,193
WEIGHTED AVERAGE SHARES OUTSTANDING – DILUTED		7,000,000			6,971,140			7,000,000			6,987,242

					Amount		Capital			Deficit			Total
						Additional
		Common Stock				Paid-In			Accumulated
		Shares		Amount		Capital			Deficit			Total

Balance, December 31, 2019	Balance - December 31, 2019		6,865,853	$	686	$	3,192,162		$	(9,001,296	)	$	(5,808,448	)

Shares issued for services	Shares issued for services		50,000		5		54,995			-			55,000
Share adjustment	Share adjustment		340		1		(1	)		-			-

Net income (loss) for the period	Net income for the period		-		-		-			6,338,375			6,338,375

Balance, March 31, 2020	Balance - March 31, 2020		6,916,193		692		3,247,156			(2,662,921	)		584,927

Net income (loss) for the period	Net income for the period		-		-		-			2,508,289			2,508,289

Balance, June 30, 2020	Balance - June 30, 2020		-	$	692	$	3,247,156		$	(154,632	)	$	3,093,216

Balance, December 31, 2020	Balance - December 31, 2020		7,000,000	$	700	$	3,397,148		$	(1,683,535	)	$	1,714,313

Net income (loss) for the period	Net income for the period		-		-		-			300,102			300,102

Balance, March 31, 2021	Balance - March 31, 2021		7,000,000		700		3,397,148			(1,383,433	)		2,014,415

Net income (loss) for the period	Net loss for the period		-		-		-			(1,135,171	)		(1,135,171	)

Balance, June 30, 2021	Balance - June 30, 2021		7,000,000	$	700	$	3,397,148		$	(2,518,604	)	$	879,244


	SIX MONTHS ENDED						THREE MONTHS ENDED
	JUNE 30,						JUNE 30,
	2022			2021			2022			2021

REVENUE	$	636		$	-		$	107		$	-
COST OF REVENUE		10,368			-			3,663			-
GROSS PROFIT (LOSS)		(9,732	)		-			(3,556	)		-

OPERATING EXPENSES
Salaries and wages, including stock-based compensation		68,000			68,725			33,793			34,498
Selling, general and administrative expenses		223,243			153,774			94,865			53,541

Total Operating Expenses		291,243			222,499			128,658			88,039

OPERATING LOSS		(300,975	)		(222,499	)		(132,214	)		(88,039	)

OTHER INCOME (EXPENSE)
Interest expense, net of interest income		-			(45	)		-			-
Realized gain on investment		4,648			173,681			-			47,323
Unrealized loss on investment		-			(786,206	)		-			(1,094,455	)
Total other income (expense)		4,648			(612,570	)		-			(1,047,132	)

(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE BENEFIT
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE BENEFIT (PROVISION) FOR INCOME TAXES		(296,327	)		(835,069	)		(132,214	)		(1,135,171	)

Provision for income taxes		-			-			-			-

NET (LOSS) INCOME		(296,327	)		(835,069	)		(132,214	)		(1,135,171	)
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		1,737			-			620			-

NET (LOSS) INCOME TO CONTROLLING INTEREST	$	(294,590	)	$	(835,069	)	$	(131,594	)	$	(1,135,171	)

NET (LOSS) INCOME PER SHARE - BASIC	$	(0.04	)	$	(0.12	)	$	(0.02	)	$	(0.16	)

NET (LOSS) INCOME PER SHARE - DILUTED	$	(0.04	)	$	(0.12	)	$	(0.02	)	$	(0.16	)

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC		8,400,000			7,000,000			8,400,000			7,000,000
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED		8,400,000			7,071,049			8,400,000			7,071,049

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


					Additional
	Common Stock				Paid-In		Accumulated			Noncontrolling
	Shares		Amount		Capital		Deficit			Interest			Total

Balance - December 31, 2020		7,000,000	$	700	$	3,397,148	$	(1,683,535	)	$	-		$	1,714,313

Net income for the period		-		-		-		300,102			-			300,102

Balance - March 31, 2021		7,000,000		700		3,397,148		(1,383,433	)		-			2,014,415

Net loss for the period		-		-		-		(1,135,171	)		-			(1,135,171	)

Balance - June 30, 2021		7,000,000	$	700	$	3,397,148	$	(2,518,604	)	$	-		$	879,244

Balance - December 31, 2021		8,400,000	$	840	$	4,316,779	$	(3,963,543	)	$	-		$	354,076

Net loss for the period		-		-		-		(162,996	)		(1,117	)		(164,113	)

Balance - March 31, 2022		8,400,000		840		4,316,779		(4,126,539	)		(1,117	)		189,963
Beginning balance		8,400,000		840		4,316,779		(4,126,539	)		(1,117	)		189,963

Net loss for the period		-		-		-		(131,594	)		(620	)		(132,214	)
Net income (loss)		-		-		-		(131,594	)		(620	)		(132,214	)

Balance - June 30, 2022		8,400,000	$	840	$	4,316,779	$	(4,258,133	)	$	(1,737	)	$	57,749
Ending balance		8,400,000	$	840	$	4,316,779	$	(4,258,133	)	$	(1,737	)	$	57,749

	(a)	Upon the first $1 of revenue generated within Norr, the advisors will vest in 5% ownership of Norr;
	(b)	Upon the first $100,000 of revenue generated within Norr, the advisors will vest in an additional 5% ownership of Norr;
	(c)	Upon the first $250,000 of revenue generated within Norr, the advisors will vest in an additional 5% ownership of Norr;
	(d)	Upon the first $500,000 of revenue generated within Norr, the advisors will vest in an additional 5% ownership of Norr;
	(e)	Upon the first $1,000,000 of revenue generated within Norr, the advisors will vest in an additional 5% ownership of Norr;
	(f)	Upon the first $1,000,000 of net operating free cash flow generated within Norr, the advisors will vest in $200,000 of common stock in the Company; and
	(g)	Upon the first $2,500,000 of net operating free cash flow generated within Norr, the advisors will vest in an additional $300,000 of common stock in the Company; and
	(h)	Upon the first $5,000,000 of net operating free cash flow generated within Norr, the advisors will vest in an additional $400,000 of common stock in the Company.

Computer equipment	$	2,513		$	-
Accumulated depreciation		(419	)		-
Net fixed assets	$	2,094		$	-


	June 30, 2022 (unaudited)			December 31, 2021
Computer equipment	$	2,513		$	2,513
Accumulated depreciation		(1,257	)		(838	)
Net fixed assets	$	1,256		$	1,675


	June 30, 2022		December 31, 2021
		(unaudited)
Products - Norr	$	40,901	$	-
Reserves		-		-
Total Inventory	$	40,901	$	-

	Date of Grant
Expected term (years)		10	10
Expected volatility		~~283~~	283	%
Risk-free interest rate		~~2.55~~	2.55	%
Dividend yield		0	0	%

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term
Balance outstanding at December 31, 2019		60,421	$	5.20		8.02
Balance outstanding at December 31, 2020								60,421	$	5.20		7.02
Granted		-		-		-		-		-		-
Exercised		-		-		-		-		-		-
Forfeited		-		-		-		-		-		-
Expired		-		-		-		-		-		-
Cancelled		-		-		-		-		-		-
Balance outstanding at December 31, 2020		60,421	$	5.20		7.02
Exercisable at December 31, 2020		60,421	$	5.20		7.02
Balance outstanding at December 31, 2021								60,421	$	5.20		6.02
Exercisable at December 31, 2021								60,421	$	5.20		6.02

Warrants	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value		Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term			Aggregate Intrinsic Value
Outstanding at December 31, 2019		10,628	$	16.625		2.7	$	-
Outstanding at December 31, 2020										10,628		$	16.625			1.70		$	-
Granted		-		-		-		-		1,400,000			0.01			5.00			-
Exercised		-		-		-		-		(1,400,000	)		(0.01	)		(5.00	)		-
Forfeited or expired		-		-		-		-		-			-			-			-
Outstanding at December 31, 2020		10,628	$	16.625		1.7	$	-
Exercisable at December 31, 2020		10,628	$	16.625		1.7	$	-
Outstanding at December 31, 2021										10,628		$	16.625			0.70		$	-
Exercisable at December 31, 2021										10,628		$	16.625			0.70		$	-

Period Ended January 1, 2020 through March 27, 2020
Revenue	$	3,860,675
Cost of Sales		2,604,288
Gross Profit		1,256,387
Operating and Non-operating Expenses		3,243,052
Loss from discontinued operations	$	(1,986,665	)
Gain on discontinued operations		8,339,038
Net gain from discontinued operations	$	6,352,373

June 30, 2021	Level 1		Level 2		Level 3		Total Gains and (Losses)
June 30, 2022										Level 1		Level 2		Level 3		Total Gains and (Losses)
Investment	$	910,341	$	-	$	-	$	(612,525	)	$	-	$	-	$	-	$	4,648

December 31, 2020
December 31, 2021
Investment	$	1,752,954	$	-	$	-	$	1,449,579		$	33,463	$	-	$	-	$	(918,497	)


Six Months Ended June 30, 2022	Norr			Elysian			Total
Segmented operating revenues	$	636		$	-		$	636
Cost of revenues		10,368			-			10,368
Gross loss		(9,732	)		-			(9,732	)
Total operating expenses net of depreciation		85,088			205,736			290,822
Depreciation		126			293			419
Other (income) expense		(1,395	)		(3,253	)		(4,648	)
(Loss) from continuing operations	$	(93,551	)	$	(202,776	)	$	(296,327	)


Three Months Ended June 30, 2022	Norr				Elysian			Total
Segmented operating revenues	$	107			$	-		$	107
Cost of revenues		3,663				-			3,663
Gross loss		(3,556	)			-			(3,556	)
Total operating expenses net of depreciation		37,671				90,777			128,448
Depreciation		63		��		147			210
Other (income) expense		-				-			-
(Loss) from continuing operations	$	(41,290	)		$	(90,924	)	$	(132,214	)

Segmented assets as of June 30, 2022
Property and equipment, net	$	377			$	879		$	1,256

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
3.1	Articles of Incorporation	S-1	11/1/2013	3.1
3.1(a)	Certificate of Amendment to Articles of Incorporation	8-K	6/1/2018	3.1
3.1(b)	Certificate of Amendment – reverse stock split	8-K	11/19/2019	3.2
3.1(c)	Certificate of Amendment to Articles of Incorporation – name change	8-K	2/18/2020	3.1
3.1(d)	Certificate of Amendment to Articles of Incorporation	8-K	5/19/2021	3.1
3.2	Bylaws	S-1	11/1/2013	3.2
3.2(a)	Amendment to Bylaws	8-K	8/19/2015	3.3
10.1	Employment Agreement between the Company and Richard Horgan dated August 1, 2020*	8-K	8/6/2020	10.1
10.2	Revolving Promissory Note dated August 1, 2020+	10-Q	12/4/2020	10.2
10.3	Consulting Agreement between Norr LLC and Brian McKinley dated March 22, 2021	10-Q	4/30/2021	10.3
10.4	Consulting Agreement between Norr LLC and Alex Souetre dated March 22, 2021	10-Q	4/30/2021	10.4
31.1	Certification of Principal Executive Officer and Principal Financial Officer (302)				Filed
32.1	Certification of Principal Executive and Principal Financial Officer (906)				Furnished**
101.INS	XBRL Instance Document				Filed
101.SCH	XBRL Taxonomy Extension Schema Document				Filed
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				Filed

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
3.1	Amended and Restated Articles of Incorporation				Filed
3.2	Bylaws	S-1	11/1/2013	3.2
3.2(a)	Amendment to Bylaws	8-K	8/19/2015	3.3
3.3	Certificate of Designation of Series A Convertible Preferred Stock	8-K	7/29/2022
3.3	Certificate of Designation of Series B Preferred Stock	8-K	7/29/2022	3.1
10.1	Form of Share Exchange Agreement+	8-K	7/29/2022	3.2
31.1	Certification of Principal Executive Officer and Principal Financial Officer (302)				Filed
32.1	Certification of Principal Executive and Principal Financial Officer (906)				Furnished**
101.INS	Inline XBRL Instance Document.				Filed
101.SCH	Inline XBRL Taxonomy Extension Schema Document.				Filed
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.				Filed
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.				Filed
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.				Filed
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.				Filed
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).				Filed

			FORTIUM HOLDINGS CORP.

Dated:	~~July 19, 2021~~ August 12, 2022	By:	/s/ ~~Richard Horgan~~Jay Puchir
			~~Richard Horgan~~Jay Puchir
			Chief Executive Officer (Principal Executive ~~Officer),~~ Officer, Principal Financial Officer and Principal Accounting ~~Officer~~Officer)