UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended March 31, 2025

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

Commission File Number 000-56347

LUCENT, INC.

(Name of Small Business Issuer in its charter)

Nevada

7373

83-4057513

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

Steven Arenal

5151 California Ave. Suite 100

Irvine, CA 92617

949 236-7094

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Byron Thomas, Esq.

3275 S. Jones, Blvd., Ste 104

Las Vegas Nevada 89146

702-747-3103

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Byron Thomas, Esq.

3275 S. Jones, Blvd., Ste 104

Las Vegas Nevada 89146

702 747-3103

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

Tile of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

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

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

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

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

As of May 1, 2025, the Company had 15,600,000 outstanding shares of common stock.

LUCENT, INC.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	9
Item 3. Quantitative and Qualitative Disclosures about Market Risk.	10
Item 4. Controls and Procedures.	10
PART II - OTHER INFORMATION	12
Item 1. Legal Proceedings.	12
Item 1A. Risk Factors	12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	12
Item 3. Defaults Upon Senior Securities.	12
Item 4. Mine Safety Disclosures.	12
Item 5. Other Information.	12
Item 6. Exhibits	12
SIGNATURES	13

iii

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

LUCENT, INC.

INDEX TO UNAUDITED FINANCIAL STATEMENTS		Page

Balance Sheets at March 31, 2025		2

Statement of Operations for the quarter ended March 31, 2025		3

Statement of Stockholders’ Equity for the quarter ended March 31, 2025		4

Statement of Cash Flows for the quarter ended March 31, 2025		5

Notes to Financial Statements		6

LUCENT, INC.

Balance Sheets

	March 31, 2025

ASSETS
Current assets
Cash	$	-
Total current assets		-

Long term assets		102,677,069

Total assets	$	102,677,069

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current liabilities
	$	7,408,054
Total current liabilities		7,408,054

Total liabilities	$	7,408,054

Stockholders’ deficit
Common stock; $0.001 par value, 75,000,000 shares authorized; 5,600,000 and 15,600,000 shares issued and outstanding as of December 31, 2024 and March 31, 2025		15,600
Additional paid-in capital		80,415
Accumulated deficit		(7,294,319)
Total stockholders’ deficit		(17,720)

Total liabilities and stockholders’ deficit	$	-

The accompanying notes are an integral part of these unaudited financial statements.

LUCENT, INC.

Condensed Consolidated

Statements of Operations

	For the quarter ended March 31, 2025
REVENUES	$	-

Non Operating Income		620

EXPENSES
General and administrative		326,626
Professional fees		-
Total expenses		326,626

Net loss	$	(326,006)

Net loss per common share - basic	$	(0.00)

Weighted average common shares outstanding - basic		5,600,000

The accompanying notes are an integral part of these unaudited financial statements.

LUCENT, INC.

Condensed Consolidated

Statement of Stockholders’ Equity

	Common Stock
	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Deficit
Balance at December 31, 2022	5,600,000	$	5,600	$	80,415	$	(103,735)	$	(17,720)
Net loss	-		-		-		(15,345)		(15,345)
Balance at December 31, 2023	5,600,000	$	5,600	$	80,415	$	(119,080)	$	(33,065)
Net loss	-		-		-		(7,294,319)		(17,720)
Balance at December 31, 2024	15,600,000	$	15,600	$	80,415	$	(7,294,319)	$	(17,720)
Net loss	-		-		-		(326,006)		(326,006)
Balance at March 31, 2025	15,600,000	$	15,600	$	80,415	$	(7,620,325)	$	(343,726)

The accompanying notes are an integral part of these unaudited financial statements.

LUCENT, INC.

Statements of Cash Flows

	For the quarter ended March 31, 2025
Cash Flows from Operating Activities:
Net loss	$	(326,006)
Net cash used in operating activities		(326,006)

Cash Flows from Financing Activities:
Proceeds from related party		620
Net cash provided by financing activities		620

Net increase in cash, cash equivalents, and restricted cash		-
Cash, cash equivalents, and restricted cash at beginning of year		-
Cash, cash equivalents, and restricted cash at end of period	$	-

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-
Cash paid for taxes	$	-

The accompanying notes are an integral part of these unaudited financial statements.

LUCENT, INC.

Notes to the Financial Statements

March 31, 2025

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Lucent, Inc. (“the Company”, “we”, “us” or “our”) was incorporated on December 5, 2017 in the State of Nevada.

Lucent, Inc. has a wholly owned subsidiary Dijiya Energy Saving Technology, Inc.

Lucent’s mission is to revolutionize the AI datacenter and cloud computing industry by AI applications platform and harnessing the power of clean energy. With offices in Irvine, CA and Taipei, Taiwan, Lucent is committed to providing sustainable, reliable & high-performance solutions that empower businesses and public sectors to thrive in a digital world. Through collaboration & partnership with governments, businesses and communities, and unwavering dedication to environmental responsibility, Lucent strives to create a brighter, cleaner future for all.

On December 31, 2024, the Company entered into an Agreement for the purchase of graphite and other mineral concessions in Mexico ensuring a vital supply for the Companies future.

Our executive offices are located at HaShmura St. 1, ZihronYa’akov, Israel

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As a development-stage company, the Company had no revenues and incurred losses as of December 31, 2023. The Company currently has limited working capital and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, 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 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the year ended December 31, 2024.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of six months or less to be cash equivalents. The Company had $0 of cash as at December 31, 2024.

Income Taxes

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The ASC 606’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

AS topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash approximates its fair value due to its short-term maturity.

Basic and Diluted Net Loss per Common Share

Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

Comprehensive Income

Comprehensive income is defined as all changes in stockholders’ deficit, exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of December 31, 2024, there were no differences between our comprehensive loss and net loss.

Recent Accounting Pronouncements

We have 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.

NOTE 4 – STOCKHOLDERS’ EQUITY

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On December 5, 2017, the company issued a total of 3,000,000 common shares to its founder for a cash contribution of $21,000.

During the quarter ended December 31, 2018, the company issued a total of 1,170,000 common shares to various investors for cash proceeds of $29,250.

During the quarter ended March 31, 2019, the company issued a total of 1,430,000 common shares to various investors for cash proceeds of $35,750. During this shares issue, $35 was received in excess from an investor which has showed in subscription received in balance sheet. It was repaid to the investor subsequently.

In the fourth quarter ended December 31, 2024, the company issued 10,000,000 common shares pursuant to the acquisition of Lucent, Inc. the company’s wholly owned subsidiary.

There were 5,600,000 shares of common stock issued and outstanding as of December 31, 2023 and 15,600,000 as of 2022.

NOTE 5 – COMMITMENT AND CONTINGENCIES

The company is not currently involved with and does not know of any pending or threatening litigation against the Company.

NOTE 6 – SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after December 31, 2024, through May 14, 2025. The Company determined that it does not have any subsequent event requiring recording or disclosure in the financial statements for the period ended March 31, 2025.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations should be read in conjunction with (i) our unaudited financial statement as of September 30, 2024, that appear elsewhere in this registration statement. This registration statement contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments.

Going Concern

The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the sale of products and services through our websites. Management has plans to seek additional capital through a private placement and public offering of its common stock, if necessary.

Plan of Operation

Liquidity and Capital Resources

As of March 31, 2025, the Company has $102,677,069 in total assets.

It is anticipated that the Company will receive increasing revenues from operations in the coming yea. Management has assumed for planning purposes only that it may need to sell common stock, take loans or advances from officers, directors or shareholders or enter into debt financing agreements in order to meet our cash needs over the coming twelve months. The Issuer has no agreements or understandings for any of the above-listed financing options.

The Company has no intention in investing in short-term or long-term discretionary financial programs of any kind.

Results of Operations

Lack of Revenues

We have limited operational history. For the three months ended March 31 we did not generate any revenues. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

Off-Balance Sheet Arrangements

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.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Equipment, Furniture and Leasehold Improvements. Equipment, furniture and leasehold improvements are recorded at cost and depreciated on a straight-line basis over the lesser of their estimated useful lives, ranging from three to seven years, or the life of the lease, as appropriate.

Impairment of Long-Lived Assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the discounted expected future net cash flows from the assets.

Revenue Recognition. The Company recognizes revenue when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the fees earned can be readily determined; and (iv) collectability of the fees is reasonably assured.

Loss Per Common Share. Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. As of September 30, 2024, there were no share equivalents outstanding.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable to Smaller Reporting Companies.

Item 4. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2025, we have carried out an evaluation of the effectiveness of the design and operation of our Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company’s management, our President (Principal Executive Officer) and Treasurer (Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of a March 31, 2025, our Company’s disclosure controls and procedures were not effective and do not provide reasonable assurance that material information related to our Company required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

•Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

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

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

Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.

Our management concluded that, as of March 31, 2025, our internal control over financial reporting was effective based on the criteria in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issued by the COSO.

This quarterly report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the first quarter ended March 31, 2025, that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are no legal actions pending against us nor any legal actions contemplated by us at this time.

Item 1A. Risk Factors

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not Applicable

Item 5. Other Information.

None

Item 6. Exhibits

Exhibit		Description

31.1		Certification of CEO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of CFO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
32.2		Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

SIGNATURES

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

	Lucent, INC.

Dated: May 13, 2025	By:	/s/ Steven Arenal
		Steven Arenal
		President, Secretary, Treasurer, CEO, Principal Executive Officer, Chief Financial Officer, Director

Pursuant to the requirements of the Securities Exchange Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Steven Arenal	Chief Executive Officer	May 13, 2025
Steven Arenal	Chief Financial Officer

Lucent, Inc. 10-Q