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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment 3

(Mark One)

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

For the fiscal year ended December 31, 2023
		12-31

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number 000-56298

MOUNTAIN TOP PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Nevada

47-5544183

(State or other jurisdiction of incorporation or

organization)

(I.R.S. Employer

Identification No.)

5001 State Highway 114, Apt. 3111

North Lake, TX 76262

(Address of principal executive offices)

(Former Address of principal executive offices)

(315) 451-7515

(Registrant’s Telephone Number)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
n/a	MTPP

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes ☐ No x

☒ No ☐

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging growth company	¨

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the Registrant on June 30, 2022, the last business day of the registrant’s most recently completed second fiscal quarter, and was $2,793,251. Market value is based on the assumed value of $0.03 per share of 93,108,353 shares held by non-affiliates, being the most recent sale price of the common stock prior to June 30, 2022.

266,775,020 common shares issued and outstanding and 100,000,000 preferred shares issued and outstanding as of date of this report, December 31, 2023.

266,775,020 common shares issued and outstanding and 100,000,000 preferred shares issued and outstanding as of the date of this fling, April 1, 2024.

EXPLANATORY NOTE

Mountain Top Properties, Inc. (the “Company”) is filing this Amendment No. 3 (this “Amendment”) to its Annual Report on Form 10-K for the period ended December 31, 2023 (the “Original Form 10-K”), as originally filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2024, and to its Amendment No. 2 filed on November 20, 2024 solely to correct the date of filing on Form 32.2 as filed with the amendment

Except as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Form 10-K. Furthermore, this Amendment does not change any previously reported financial results nor does it reflect events occurring after the filing of the Original Form 10-K. This Amendment should be read in conjunction with the Company’s other filings made with the SEC subsequent to the filing of the Original Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONTENTS

Report of Independent Registered Public Accounting Firm	Page F-1

Consolidated Balance Sheets	F-2

Consolidated Statement of Operations	F-3

Consolidated Statement of Stockholders’ Equity (Deficit)	F-4

Consolidated Statement of Cash Flows	F-5

Notes to Consolidated Financial Statements	F-6

VICTOR MOKUOLU, CPA PLLC

Accounting | Advisory | Assurance & Audit | Tax

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Mountain Top Properties, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Mountain Top Properties, Inc. (the Company) as of December 31, 2023 and December 31, 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the two years ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of year ended December 31, 2023 and December 31, 2022, and the results of its operations and its cash flows for each of the two years ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Substantial doubt about the Company's ability to continue as a going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses since inception, has a shareholders deficit, and the Company and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time – these factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

Critical Audit Matters

A critical audit matter is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee or the Company’s governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating a critical audit, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We determined that there are no critical audit matters communicated or required to be communicated to the audit committee.

We have served as the Company’s auditor since 2022.

Houston, Texas

March 29, 2024 PCAOB ID: 6771

www.vmcpafirm.com | Ph: 713.588.6622 | Fax: 1.833.694.1494 | ask@vmcpafirm.com

F-1

MOUNTAIN TOP PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(Audited)


	December 31, 2023			December 31, 2022
ASSETS
Current Assets:		—			—
Cash and Cash Equivilents		2,500			—
Total Current Assets		2,500			—

Long-Term Assets::
Fixed Assets (net)		—			951
Right of Use Asset		154,956			—
Total Long-Term Assets		154,956			951

TOTAL ASSETS	$	157,456		$	951



LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable	$	6,618		$	6,000
Current Operating Lease Liability		46,602			—
Accounts Payable - Related Party		76,618			48,264
Total Current Liabilities		129,838			54,264

Non-Current Liabilities:
Non-Current Lease Liability		108,354			—
Total Non-Current Liabilities		108,354			—

Total Liabilities		238,192			54,264

Stockholders' Deficit
Preferred Stock, par value $0.0001,
100,000,000 shares Authorized, 100,000,000 shares Issued and
Outstanding at December 31, 2023 and December 31, 2022		10,000			10,000
Common Stock, par value $0.0001,
800,000,000 shares Authorized, 266,775,020 shares Issued and Outstanding at
December 31, 2023 and 250,108,353 shares Issued and Outstanding at December 31, 2022		26,677			25,010
Common Stock Payable		36,500			—
Additional Paid-In Capital		567,061			70,395
Accumulated Deficit		(720,974	)		(158,718	)

Total Stockholders' Deficit		(80,736	)		(53,313	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	157,456		$	951

The accompanying notes are an integral part of these financial statements

F-2

MOUNTAIN TOP PROPERTIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Audited)


	For the Year Ended
	December 31,
	2023			2022

Revenues:	$	—		$	—

Expenses:
Advertising expenses	$	200		$	—
General and administrative expenses		13,500			715
Professional fees		547,605			32,363
Depreciation expenses		951			2,724
Travel expenses		—			4,031
Total Operating Expenses		562,256			39,833

Operating Loss		(562,256	)		(39,833	)

Net Loss	$	(562,256	)	$	(39,833	)

Basic & Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)

Weighted Average Common Shares
Weighted Average Common Shares Outstanding		266,775,020			250,108,353

The accompanying notes are an integral part of these financial statements

F-3

MOUNTAIN TOP PROPERTIES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

For the Year Ended December 31, 2023

(Audited)


	Common Stock						Preferred Stock
	Shares		Stock Payable		Par Value		Shares		Par Value	Additional Paid-In Capital		Accumulated Deficit			Total Stockholders' Deficiency
Balance At December 31, 2022	250,108,353	$	—	$	25,010	$	100,000,000	$	10,000	70,395	$	(158,718	)	$	(53,313	)
										—
Issuance of Common Stock for Debt Agreement	16,666,667		—		1,667		—		—	496,666					498,333

Stock Payable	—		36,500		—		—		—	—		—			36,500

Net Loss for the Year Ended December 31, 2023	—		—		—		—		—	—		(562,256	)		(562,256	)

Balance At December 31, 2023	266,775,020		36,500		26,677		100,000,000		10,000	567,061		(720,974	)		(80,736	)

	The accompanying notes are an integral part of these financial statements

MOUNTAIN TOP PROPERTIES, INC.

STATEMENT OF STOCKHOLDERS' DEFICIT

For the Year Ended December 31, 2022

(Audited)

	Common Stock						Preferred Stock
	Shares		Stock Payable		Par Value		Shares		Par Value	Additional Paid-In Capital		Accumulated Deficit			Total Stockholders' Deficiency
Balance At December 31, 2021	250,108,353		—		25,010		100,000,000		10,000	70,395		(118,885	)		(13,480	)

Net Loss for the Year Ended December 31, 2022	—		—		—		—		—	—		(39,833	)		(39,833	)

Balance At December 31, 2022	250,108,353	$	—	$	25,010	$	100,000,000	$	10,000	70,395	$	(158,718	)	$	(53,313	)

The accompanying notes are an integral part of these financial statements

F-4

MOUNTAIN TOP PROPERTIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Audited)


	For the Years Ended
	December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
ACTIVITIES:
Net Loss	$	(562,256	)	$	(39,833	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation Expense	$	951		$	2,724
Changes In:
Accounts Payable	$	618		$	3,990
Accounts Payable - Related Party	$	28,354		$	33,119
Net Cash Used in Operating Activities	$	(532,333	)	$	—

CASH FLOWS FROM INVESTMENT ACTIVITIES
Stock Payable	$	13,000
Stock Payable - Held in Irrevocable Trust	$	23,500		$	—
Net Cash Used in Investment Activities	$	36,500		$	—

CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock Issued for Debt Agreement	$	498,333
Net Cash Provided by Financing Activities		498,333			—

Net (Decrease) Increase in Cash		2,500
Cash at Beginning of Period		—			—

Cash at End of Period	$	2,500		$	—

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of Common Stock in Exchange for Debt Agreement	$	498,333		$	—

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Cash paid during the year for: Interest	$	—		$	—
Cash paid during the year for: Franchise Taxes	$	—		$	—


The accompanying notes are an integral part of these financial statements

F-5

MOUNTAIN TOP PROPERTIES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Audited

NOTE 1 – NATURE OF OPERATIONS

Business description

The Consolidated Financial Statements are those of Mountain Top Properties, Inc. (the “Company”) and its subsidiary Mountain Top Realty, Inc. Mountain Top Properties was incorporated under the laws of the State of Nevada on November 6, 1990 to conduct business formerly carried on by its predecessor ACI Asset Management, Inc. until April, 2005. The Company then changed its name from ACI Management, Inc. to Interactive Development, Inc. and operated under that name until July 2005 when it changed its name from Interactive Development, Inc. to Baby Bee Bright Corp. The Company changed its name again in May 2006 to Baby Bee Bright Corp to Lab Holdings, Inc. and changed its name again to our current name in December 2006.

Beau Kelley is the Chief Executive officer, President and Director of Mountain Top Properties, Inc.

Anthony Lombardo is the Chief Financial officer, Secretary and Director of Mountain Top Properties Inc.

Mountain Top Realty, Inc. was incorporated under the laws of the State of Wyoming as a Subsidiary of Mountain Top Properties, Inc. on February 3, 2023 and is included in the Company’s Consolidated Financial Statements. Mountain Top Realty has had no expenses, no business operations or any revenue to date. Anthony Lombardo is the sole officer of Mountain Top Realty Inc.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company has adopted a December 31 fiscal year end.

2.2 Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

2.3 Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. As of the previous year ended December 31, 2022 the Company had $3,675 in fixed assets and total assets, $0 cash on hand. At December 31, 2023, the Company had $951 in fixed assets and total assets, $0 cash on hand.

2.4 Fair Value of Financial Instruments

As defined in (Financial Accounting Standards Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company will utilize the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The Company's financial instruments consist of cash and cash equivalents, accounts payable and related party loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

F-6

MOUNTAIN TOP PROPERTIES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

(Audited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.4 Fair Value of Financial Instruments(Continued)

Financial assets and liabilities recorded at fair value in our balance sheet, are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1 — Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3 — Inputs reflecting management's best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The Company follows ASC 820’s financial instruments consist of accounts payable and amounts provided to the Company from related parties. The carrying amount of financial instruments approximates fair value because of the short-term nature of these items.

2.5 Property and equipment

Property and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged to expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any gain or loss thereon is reflected in operations.

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

	Estimated Useful Life
Furniture and Fixtures	3	years
Computer Equipment	3	years

2.6 Stock-Based Compensation

For the year ended December 31, 2023, the Company has not issued any stock-based payments to its employees. Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.

2.7 Income Taxes

The Company’s income tax benefit differs from the expected income tax benefit by applying the U.S. Federal statutory rate of 21% to net income (loss) as follows:

The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of:

December 31, 2023 and December 31, 2022 are as follows:


	Year Ended December 31
	2023			2022
Deferred Tax Assets
Net Operating Losses	$	151,405		$	33,331
Less: Valuation Allowance		(151,405	)		(33,331	)
Deferred Tax Assets - Net	$	—		$	—

As of December 31, 2023, the Company had approximately $720,974 of federal and state net operating loss carryovers (“NOLs”), which begin to expire in 2042. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.

F-7

MOUNTAIN TOP PROPERTIES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

(Audited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.7 Income Taxes (continued)

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

2.8 Revenue Recognition

The Company did not have any revenues from continuing operations for the periods presented. The Company’s policy is that revenues will be recognized when control of the product is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.

Results for reporting periods beginning after January 1, 2020, are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We did not have any cumulative impact as a result of applying Topic 606.

2.9 Basic Income (Loss) Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations.

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

For the years ended December 31, 2023 and 2022 there were no potentially dilutive debt or equity instruments issued or outstanding and any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in this period.

2.10 Commitments and Contingencies

The Company follows ASC 440 & ASC 450, subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies and commitments respectively. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur.

The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

2.11 Recent Accounting Pronouncements

The Company reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

F-8

MOUNTAIN TOP PROPERTIES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

(Audited)

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since inception and has an accumulated deficit of $720,974 as of December 31, 2023. The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors among others, raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of these uncertainties. The Company will require additional financing moving forward and is pursuing various strategies to accomplish this, including seeking equity funding and/or debt funding from private placement sources. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. There are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 4 – FIXED ASSETS

Company’ fixed assets consist of office equipment and furniture purchased in 2020 and 2021.

Total balances as of December 31, 2023 and December 31, 2022 net of depreciation are $0 and $951 respectively. As of December 31, 2023, the fixed assets are fully depreciated.

The Company depreciated its property using straight-line depreciation over the estimated useful life of 3 years.

For the year ended December 31, 2022, the company recorded $2,724 in depreciation

For the year ended December 31, 2023, the company recorded $951 in depreciation. .

NOTE 5 – LEASE AGREEMENTS

The Company entered into a Performance Master Lease Agreement on December 10, 2023, signed by Beau Kelley, Chief Executive Officer. The Agreement is between Mountain Top Realty Inc., a subsidiary of Mountain Top Properties Inc. and 317 E Penn Avenue Inc. The Lessor leases to the Lessee the premises of 5.8 acre lot and 225,561 square foot building located at 317 E Penn Avenue Robesonia, PA 19565. The Lessee and Lessor with share in all Profits from the Premises on a fifty-fifty (50/50) basis. The Lessee will pay the Lessor a minimum lease payment of $5,000 a month out of rents collected for the terms of this lease. The Lessee agrees to ovesee most aspects of the property management. The Agreement is for a initial period of three (3) years from the effective date, unless terminated by either party for cause and may be extended by agreement of both parties. A Right to Use Asset of $154,956 and Current Lease Liability of $46,602 and Non-Current Lease Liability of $108,354 were recorded as of December 31, 2023 for this Agreement. The Monthly lease activity will be recognized on January 1, 2024.

F-9

MOUNTAIN TOP PROPERTIES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

(Audited)

NOTE 6. ACCOUNT PAYABLE - RELATED PARTY

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

During 2019-2021, the Company’s majority shareholder, Joseph Passalaqua loaned the Company $18,295 for paying off professional, legal and other administrative expenses. At a Board meeting held on January 27, 2021, the Company approved debt conversion of $18,295 into stock. It was resolved that $18,295 owed to Joseph Passalaqua was to be converted into 99,220,000 shares of Series A Convertible Preferred Stock in the name of Friction and Heat, LLC. This took place on February 11, 2021.

As of the previous year ended, December 31, 2022, the Company’s majority preferred stockholder, Joseph Passalaqua, loaned the Company $37,264 for paying professional fees and administrative expenses.. This amount is non-interest bearing, due upon demand, unsecured and included in Accounts Payable – Related Party.

As of the current year ended, December 31, 2023, the Company’s majority preferred stockholder, Joseph Passalaqua, loaned the Company $22,954 for paying professional fees and administrative expenses. This amount is non-interest bearing, due upon demand, unsecured and included in Accounts Payable – Related Party.

As of December 31, 2023 a total of $60,218 is owed for these loans to Joseph Passalaqua..

In 2023, the Company’s President, Beau Kelley loaned the Company $500. This amount is non-interest bearing, due upon demand, unsecured and included in Accounts Payable – Related Party. As of December 31, 2023, $500 is owed to Beau Kelley.

In 2020-2023, Related Parties provided internal accounting services:

As of December 31, 2023 , $2,000 is owed to Midland Consulting for internal accounting services. This amount is non-interest bearing, due upon demand and unsecured.

As of December 31, 2023, $13,900 is owed to Lyboldt-Daly Inc. for internal accounting services, Joseph Passalaqua is the majority preferred stockholder of Mountain Top Properties Inc and the sole officer of Lyboldt-Daly, Inc. This amount is non-interest bearing, due upon demand and unsecured.

F-10

MOUNTAIN TOP PROPERTIES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

(Audited)

NOTE 7. STOCKHOLDERS’ EQUITY

On February 9, 2021 the company filed an amendment to the articles of incorporation with the State of Nevada to increase the total authorized shares to 900,000,000 at par value of $.0001 with common shares numbering 800,000,000 and blank check preferred shares numbering 100,000,000. On the same date the Company has filed a certificate of designation for the Series A Convertible Preferred Stock of the Company’s control and issued 99,220,000 shares of Series A Convertible Preferred Stock to Friction and Heat LLC.

On October 19, 2023, Mountain Top Properties entered into a Marketing Services Agreement for Stock compensation. On November 17, 2023, Hybrid Financial received 16,666,667 shares of common stock in exchange for marketing services valued at $498,333.

Common Stock

The company is authorized to issue 800,000,000 shares of common stock, par value of $.0001 per share.

As of December 31, 2023, the Company had 266,775,020 shares of its common stock issued and outstanding.

Preferred Stock

The Company is authorized to issue 100,000,000 shares of Preferred Stock, par value $.0001 per share.

As of December 30, 2023, the Company had 100,000,000 shares of Series A Preferred Stock were issued and outstanding.

Stock Payable

On December 8, 2023 a Subscription Agreement was entered into by Mountain Top Properties, Inc. and Mark Vargas to invest $10,000 in consideration for purchasing 1,000,000 shares of Common Stock at the price of $0.01 per share. This has been recorded as a Stock Payable in the Company.

On December 15, 2023 a Subscription Agreement was entered into by Mountain Top Properties, Inc. and Tatiana Vargas to invest $3,000 in consideration for purchasing 300,000 shares of Common Stock at the price of $0.01 per share. This has been recorded as a Stock Payable in the Company.

In December 2023, wires totaling $23,500 were deposited into Mountain Top Properties to be held for the consideration for purchasing Common Stock at a later date. This has been recorded as a Stock Payable in the Company.

NOTE 8. COMMITMENT AND CONTINGENCIES

In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

F-11

NOTE 8. SUBSEQUENT EVENTS

The Company evaluated all other events or transactions that occurred after December 31, 2023 through April 1, 2024. The Company determined that it does not have any other subsequent events requiring recording or disclosure in the financial statements for the period ended December 31, 2023.

F-12

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2023, which is the end of the period covered by this Annual Report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were, in design and operation, effective at the reasonable assurance level as of December 31, 2023.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting consists of policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) are designed and operated to provide reasonable assurance regarding the reliability of our financial reporting and our process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Our management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO Framework"). Based on our management’s evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.

ITEM 9B. OTHER INFORMATION

None.

ITEM 15. EXHIBITS

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

Exhibits:

Exhibits, Financial Statement Schedules

(a)

Financial Statements

(1)

Financial statements for our company are listed in the index under Item 8 of this document.

(2)

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)

Exhibits

Exhibit Number		Exhibit Description

3.1.1*		Articles of Incorporation as A& C Medical Supply, Inc. dated November 6, 1990*

3.1.2*		Certificate of Amendment to ACI Asset Management Inc, dated June 28, 1994*

3.1.3*		Certificate of Amendment dated February 23, 2000*

3.1.4*		Certificate of Amendment dated March 16, 2005*

3.1.5*		Certificate of Amendment to Interactive Business Development Inc. dated July 12, 2005*

3.1.6*		Certificate of Amendment to Baby Bright Corporation dated April 18, 2006*

3.1.7*		Certificate of Amendment to Mountain Top Properties, Inc. dated November 16, 2006*

3.1.8*		Certificate of Amendment dated January 21, 2021*

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Accounting Officer

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Accounting Officer
* Filed with Form 10-12g/A on June 25, 2021
** Filed herewith

SIGNATURES

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

	MOUNTAIN TOP PROPERTIES, INC.

Dated: November 22, 2024	By:	/s/ Anthony Lombardo
		Anthony Lombardo
		President, Chief Executive Officer, Chief Financial Officer, and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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

Dated: November 22, 2024	By:	/s/ Anthony Lombardo
		Anthony Lombardo
		President, Chief Executive Officer, Chief Financial Officer, and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

MOUNTAIN TOP PROPERTIES, INC. 10-K/A